Noncompetition; Non-solicitation. (i) Employee acknowledges that the Company is engaged in a highly competitive business on a world-wide scale and that, by virtue of the position in which Employee is employed, his/her engaging in or working for or with any business which is directly competitive with the Company would cause the Company great and irreparable harm. Employee also acknowledges that, by virtue of his/her employment, he has gained or will gain knowledge of the identity, characteristics, and preferences of the Company’s customers, suppliers and other business partners, among other Confidential Information, and that Employee would inevitably have to draw on such Confidential Information if he were to solicit or service the Company’s customers, suppliers and other business partners on behalf of a competing business enterprise.
(ii) Employee agrees that “Restricted Business” at any date means the goods, products, and/or services of the type provided, marketed, sold, produced and/or developed by the Company during the twelve (12) month period ending on that date for or concerning commercial all electric vehicles. The “Territory” for the purposes of this Paragraph 5 shall be anywhere in (x) the World, (y) North America and (z) the United States. The parties acknowledge that the geographical limitations contained in (x), (y) and (z) are separate covenants and are reasonable based on the world-wide nature of the Company’s business.
(iii) Accordingly, Employee agrees that during Employee’s employment with Company, whether or not under this Agreement, and thereafter for a period of twelve (12) months (the “Noncompetition Period”) he will not within the Territory:
(A) directly or indirectly, engage or invest in, own, manage, operate, finance, control or participate in the ownership, management, operation, financing, or control of or be employed by, associated with or in any manner connected with any entity or organization engaged in Restricted Business;
(B) directly or indirectly approach, advise, solicit or deal with, in competition with the Company, any entity or organization engaged in Restricted Business;
(C) directly or indirectly, for the purpose of competing with the Company:
(1) induce or procure or attempt to induce or procure any person who is on, or was during the twelve (12) months preceding, the date of the termination of Employee’s employment with the Company, an officer or key employee of, consultant for or other person under contract to provide services to the Company, to le...
Noncompetition; Non-solicitation. (a) Executive acknowledges the highly competitive nature of the Company’s business and that access to the Company’s confidential records and proprietary information renders Executive special and unique within the Company’s industries. In consideration of the amounts that may hereafter be paid to Executive pursuant to this Agreement (including Sections 3 and 4), Executive agrees that during the Term (including any extensions thereof) and during the Covered Time (as defined in Section 5.1(e)), Executive, alone or with others, will not, directly or indirectly, engage (as owner, investor, partner, stockholder, employer, employee, consultant, advisor, director or otherwise) in any Competing Business. For purposes of this Section 5, “Competing Business” shall mean any business or operations: (i) (A) involving the design, development, manufacture, production, sale, lease, license, provision, operation or management (as the case may be) of (1) instant lottery tickets or games or any related marketing, warehouse, distribution, category management or other services or programs; (2) lottery-related terminals or vending machines (whether clerk-operated, self-service or otherwise), (3) gaming machines, terminals or devices (including video or reel spinning slot machines, video poker machines, video lottery terminals and fixed odds betting terminals), (4) lottery, video gaming (including server-based gaming), sports betting or other wagering or gaming systems, regardless of whether such systems are land-based, internet-based or mobile (including control and monitoring systems, local or wide-area progressive systems and redemption systems); (5) lottery-, real money gaming- or social gaming-related proprietary or licensed content (including themes, entertainment and brands), platforms, websites and loyalty and customer relationship management programs regardless of whether any of the foregoing are land-based, internet-based or mobile-based; (6) social casino games or websites or mobile phone or tablet applications (or similar known, or hereafter existing, technologies) featuring social casino games or any related marketing, distribution, or other services or programs; (7) interactive casino gaming products or services, including interactive casino-game themed games and platforms for websites or mobile phone or tablet applications (or similar known, or hereafter existing, technologies); (8) gaming utility products (including shufflers, card-reading shoes, deck checkers and...
Noncompetition; Non-solicitation. (a) Participant acknowledges the highly competitive nature of the business of SG and that Participant’s access to SG’s confidential records and proprietary information and ability to develop relationships with SG’s customers and employees renders Participant special and unique within SG’s industry. Participant hereby agrees that during his or her Employment, and during the Covered Time (as defined below), Participant, alone or with others, will not, directly or indirectly, engage (as owner, investor, partner, stockholder, employer, employee, consultant, advisor, director or otherwise) in any Competing Business. For purposes of this Section 14, “Competing Business” shall mean any business or operations (i) (A) involving the design, development, manufacture, production, sale, lease, license, provision, operation, or management (as the case may be) of (I) instant lottery tickets or games or any related marketing, warehouse, distribution, category management or other services or programs; (II) lottery-related terminals or vending machines (whether clerk-operated, self-service or otherwise); (III) gaming machines, terminals or devices (including video or reel spinning slot machines, video poker machines, video lottery terminals and fixed odds betting terminals); (IV) lottery, video gaming (including server-based gaming), sports betting or other wagering or gaming systems, regardless of whether such systems are land-based, internet-based or mobile (including control and monitoring systems, local or wide-area progressive systems and redemption systems); (V) lottery-, real money gaming- or social gaming-related proprietary or licensed content (including themes, entertainment and brands), platforms, websites and loyalty and customer relationship management programs regardless of whether any of the foregoing are land-based, internet-based or mobile-based; (VI) social casino games or websites or mobile phone or tablet applications (or similar known, or hereafter existing, technologies) featuring social casino games or any related marketing, distribution, or other services or programs; (VII) interactive casino gaming products or services, including interactive casino-game themed games and platforms for websites or mobile phone or tablet applications (or similar known, or hereafter existing, technologies); (VIII) gaming utility products (including shufflers, card-reading shoes, deck checkers and roulette chip sorters), table games (including live, simulated, online, so...
Noncompetition; Non-solicitation. (a) During the period commencing on the Closing Date and ending on the five (5) year anniversary of the Closing Date (the “Restricted Period”), Seller shall not, and shall cause its Subsidiaries not to, provide ECR Services to ECR Clients for ECR Projects (a “Competing Activity”); provided, that notwithstanding the foregoing neither Seller nor any of its Subsidiaries shall be precluded or otherwise restricted from:
(i) providing ECR Services on ECR Projects as necessary to (A) avoid breach of any Contract to which Seller or any of its Subsidiaries is a party as of the Closing, or (B) transition personnel of Seller or any of its Subsidiaries to non-ECR Projects, in each case, for up to one (1) year following the Closing Date or for such longer periods as may permitted by the Transition Services Agreement;
(ii) providing ECR Services using its Retained Assets (such as the Specialized Manufacturing Business) or as may be expressly permitted pursuant to any Transaction Document;
(iii) subject to the provisions of Section 5.16(b) and Section 5.16(c), acquiring (whether by merger, consolidation, acquisition of stock or assets, license or otherwise) all or any portion of any Person (whether or not such Person is engaged in any Competing Activity, a “Seller Acquisition”) and continuing to operate such Person in the ordinary course;
(iv) de minimis ECR Services for ECR Projects; or
(v) providing non-ECR Services (whether to ECR Clients or otherwise) or participating in or working on non-ECR Projects (including, but not limited to, buildings, civil works, water projects, environmental projects, utility projects and data center projects).
(b) For the avoidance of doubt, in the event (i) Seller or any of its Subsidiaries undertakes a Seller Acquisition during the Restricted Period, and (ii) the Person, assets or business acquired pursuant thereto generated Competing Acquisition Revenues between $100,000,000 and $400,000,000, then within ninety (90) days following the closing of such Seller Acquisition, Seller shall deliver to Buyer a written offer to sell to Buyer the portion of such Person, assets or business engaged primarily in a Competing Activity at the same multiple of earnings paid (increased by the cash tax liability of Seller and its Subsidiaries resulting from such sale and any associated payment by Buyer to Seller), and on the same terms agreed, by Seller or any of its Subsidiaries therefor (in each case as reflected in the definitive documentation signed b...
Noncompetition; Non-solicitation. As a condition to the Executive's employment hereunder and to the Company's obligations hereunder, the Executive agrees to enter into, concurrently with his execution of this Agreement, an "Employee Nonsolicitation and Noncompete Agreement" in the form attached hereto as Exhibit A, and the Executive agrees to comply fully with all of the terms and provisions of such "Employee Nonsolicitation and Noncompete Agreement" as if such terms and provisions were fully set forth in this Agreement. The covenants contained in such "Employee Nonsolicitation and Noncompete Agreement" shall survive the conclusion of the Executive's employment by the Company as set forth therein.
Noncompetition; Non-solicitation. Employee acknowledges that during the course of his employment with the Company pursuant to this Agreement, he has and will become familiar with the Company’s trade secrets and with other confidential information concerning the Company and that his services will be of special, unique and extraordinary value to the Company. Therefore, Employee agrees that:
Noncompetition; Non-solicitation. (a) For a period of five (5) years from the Closing Date, the Seller, alone or in conjunction with any other Person, or directly or indirectly through his present or future Affiliates, will not directly or indirectly, own, manage, operate, join, have a financial interest in, control or participate in the ownership, management, operation or control of, or use or permit his name to be used in connection with, or be otherwise connected in any manner with (i) any business or enterprise conducting business in the Territory engaged in the design, development, manufacture, distribution or sale of any products, or the provision of any services, which any Acquired Company was designing, developing, manufacturing, distributing, selling or providing at any time up to and including the Closing Date or (ii) any business conducting business in the Territory which is similar to the business of disposing or selling coal combustion by-products or competitive with the business carried on or planned by any Acquired Company at any time up to and including the Closing Date, provided that the foregoing restriction shall not be construed to prohibit the ownership, in the aggregate, of not more than five percent (5%) of any class of securities of any corporation which is engaged in any of the businesses or enterprises described in clauses (i) and (ii) above, having a class of securities registered pursuant to the Securities Exchange Act of 1934, as amended, which securities are publicly owned and regularly traded on any national exchange or in the over-the-counter market.
(b) For a period of five (5) years from the Closing Date, the Seller shall not, directly or indirectly, by himself or through an Affiliate, (i) influence any individual who was an employee or consultant of any Acquired Company at any time during the time the Seller was an indirect or direct owner of securities of such Acquired Company, to terminate his or her employment or consulting relationship with such Acquired Company, (ii) interfere in any other way with the employment, or other relationship, of any employee or consultant of an Acquired Company or (iii) cause or attempt to cause or participate in any way in any discussion or negotiation concerning (x) any client, customer or supplier of an Acquired Company or (y) any prospective client, customer or supplier of an Acquired Company from engaging in business with such Acquired Company.
(c) Seller agrees that Purchaser's remedies at law for any breach or threa...
Noncompetition; Non-solicitation. (a) Executive acknowledges the highly competitive nature of the Company’s business and that access to the Company’s confidential records and proprietary information renders Executive special and unique within the Company’s industries. In addition to the protection of confidential records and proprietary information covered in Section 5.2, the provisions set forth in this Section 5.1 are necessary in order to protect the goodwill of the Company and the relationships developed by the Company with employees, customers and suppliers. In consideration of the amounts that may hereafter be paid to Executive pursuant to this Agreement (including, without limitation, Sections 3 and 4), Executive agrees that during the Term (including any extensions thereof) and during the Covered Time (as defined in Section 5.1(e)), Executive, alone or with others, will not, directly or indirectly, on behalf of a Competing Business (defined below), perform job duties of the type conducted, authorized, offered, or provided by Executive within two (2) years prior to the date of termination of Executive’s employment. Executive acknowledges that Company has gaming and lottery customers in almost every single state as well numerous countries throughout the world and Executive has global responsibilities. Therefore, this restriction covers any geographic area where the Company does business. For purposes of this Section 5, “Competing Business” shall mean any business or operations that competes with the Company: (i) related to (A) design, development, manufacturing, production, sales, leasing, licensing, provisioning, operational or management activities (as the case may be) related to the (1) lottery industry, (2) the land-based gaming industry, (3) the interactive gaming industry, and (4) the social gaming industry; or (B) in which the Company is then or was within the previous 12 months engaged, or in which the Company, to Executive’s knowledge, contemplates to engage in during the Term or the Covered Time, (ii) in which Executive was engaged or involved on behalf of the Company or with respect to which Executive has obtained proprietary or confidential information; and (iii) which were conducted anywhere in the United States or in any other geographic area in which such business was conducted or the Company contemplates conducting such business. Notwithstanding the foregoing, it is understood and agreed that Executive may have a beneficial ownership of not more than one (1) percent o...
Noncompetition; Non-solicitation. (a) From the Agreement Date through a period ending one year following the termination of the employment of Executive with the Company for any reason (the “Restricted Period”), Executive shall not be an executive officer, board member, 5% or greater owner or partner, or employee of a food company with revenues over $1 billion.
(b) During the Restricted Period, Executive will not directly or through others, without the prior written consent of the Board (i) directly or indirectly recruit, hire, solicit or induce, or attempt to induce, any employee of the Company or its associated companies to terminate their employment with or otherwise cease their relationship with the Company or its associated companies, or (ii) solicit business or customers of the Company.
(c) Executive agrees that any breach of the covenants contained in this Section 7, and the covenants contained in the preceding Section 6, will irreparably injure the Company, and accordingly the Company may, in addition to pursing any other remedies available at law or in equity, obtain an injunction against Executive from any court having jurisdiction over the matter, restraining any further violation of such provisions by Executive. Executive acknowledges and agrees that the provisions of this Section 7 are reasonable and valid in duration and scope and in all other respects. If any court determines that any provision of this Section is unenforceable because of duration or scope of such provision, such court shall have the power to reduce the scope or duration of such provision, as the case may be, and, in its reduced form, such provision shall then be enforceable.
Noncompetition; Non-solicitation. During the Term of this Agreement (including any extensions thereof) and for a period of one (1) year following the termination of the Executive's employment under this Agreement for any reason, which period shall be extended to eighteen (18) months if such termination occurs in anticipation of a Change in Control (as defined in Section 6.2) or on or within eighteen (18) months after a Change in Control, the Executive shall not, except with the Company's express prior written consent, directly or indirectly, in any capacity, for the benefit of any entity or person (including the Executive):
(i) Become employed by, own, operate, manage, direct, invest in (except through a mutual fund or ownership of less than one percent (1%) of the securities of a public company in competition with the Business), or otherwise, directly or indirectly, engage in, or be employed by, any entity or person which competes with the Business (as hereinafter defined) within the Territory. For purposes of this Agreement, "Business" shall mean an image guided surgical device and/or software used in combination with any surgical robotic device and/or software in the field of orthopedics. For purposes of this Agreement, "Territory" shall mean the United States of America.
