Noncompetition Nonsolicitation Confidentiality. As a material inducement to the Company to enter into this Agreement and in consideration of the payment by the Company of the compensation detailed herein to Executive:
(a) During the period (the "Noncompete Period") beginning on the date hereof and ending on the later of (x) the first anniversary of the Termination Date and (y) if severance payments are owed to Executive by the Company pursuant to Section 4(b)(iii), above, the last date on which such payments are due to be paid to Executive (notwithstanding any reduction in such payments pursuant to Section 4(c)), Executive shall not, without the prior written consent of the Company (which consent may be granted or withheld in the Company's sole discretion), directly or indirectly, Participate in any line of business in which the Business is actively engaged or any line of business competitive with the Business anywhere in the United States and any other country in which the Company does business as of the Closing (the "Competitive Activities"). For purposes of this Agreement, the term "Participate" includes any direct or indirect interest in, or providing any direct or indirect assistance (whether financial, advisory or otherwise) to, any enterprise (or any affiliate thereof), whether as an officer, director, employee, partner, member, sole proprietor, agent, representative, independent contractor, consultant, creditor, stockholders, unitholder, owner or otherwise; provided that the term "Participate" shall not include ownership of less than 2% of the Common Stock of a publicly-held corporation whose Common Stock is traded on a national securities exchange or in the over-the-counter market. The parties agree that, without violating this Section 6(a), Executive may accept employment with any Person which engages in Competitive Activities; provided that such Person's business is diversified (and has separate and distinct divisions) and Executive is employed in a part of its business which does not engage in Competitive Activities; provided further that the Company, prior to Executive accepting such employment, shall receive separate written assurances satisfactory to the Company from the board of directors of such Person and Executive acknowledging that Executive is bound by this Section 6, the terms of which such Person has read, and covenanting that Executive will not render services directly or indirectly in connection with any product, process, system or service of any person or organization other tha...
Noncompetition Nonsolicitation Confidentiality. Executive agrees to execute a Covenant Not to Compete and Confidentiality Agreement simultaneously with the execution of this Agreement.
Noncompetition Nonsolicitation Confidentiality. Executive agrees to execute a Non-Solicitation, Non-Compete and Confidentiality Agreement simultaneously with the execution of this Agreement.
Noncompetition Nonsolicitation Confidentiality. To the extent that the Executive and the Company (or an Affiliate of the Company) is a party to an employment agreement with the Company containing noncompetition, nonsolicitation, noninterference or confidentiality restrictions (or two or more such restrictions), those restrictions and related enforcement provisions under such employment agreement shall govern and the following provisions of this Section 6 shall not apply.
Noncompetition Nonsolicitation Confidentiality. (a) Covenant Not to Compete. Except with the prior written consent of the Board:
(i) during the Employment Period, the Executive shall not engage in any activities, whether as employer, proprietor, partner, stockholder (other than the holder of less than 5% of the stock of a corporation the securities of which are traded on a national securities exchange or in the over-the-counter market), director, officer, employee or otherwise, in competition with (1) the businesses conducted at the date hereof by the Company or (2) any business in which the Company is substantially engaged at any time during the Employment Period;
(ii) during the Employment Period, during the Severance Period and during any time the Executive is receiving payments under the Company's Directors Part-Time Employment Agreement, the Executive shall not solicit, directly or indirectly, any existing business relationship of clients of the Company existing at the end of the Employment Period in which the Company is substantially engaged at any time during the Employment Period, the Severance Period or the period during which the Executive is receiving payments under the Directors Part-Time Employment Agreement; and
(iii) during the Employment Period, during the Severance Period and during any time the Executive is receiving payments under the Company's Directors Part-Time Employment Agreement, the Executive shall not induce or attempt to persuade any employee of the Company to terminate the employee's employment relationship with the Company.
Noncompetition Nonsolicitation Confidentiality. (a) Covenant ------------------------------------------------ -------- Not to Compete. Notwithstanding any provision of the Asset Protection Plan to -------------- the contrary, during the Full-Time Employment Period, during the Severance Period and during such time the Executive is receiving all payments when due under the Company's Directors Part-Time Employment Agreement, except with the prior written consent of the Board:
(1) the Executive shall not engage in any activities whether as employer, proprietor, partner, stockholder (other than the holder of less than 5% of the stock of a corporation the securities of which are traded on a national securities exchange or in the over-the-counter market), director, officer, employee or otherwise, in competition with (i) the businesses conducted at the date hereof by the True North Group, or (ii) any business in which the True North Group is substantially engaged at any time during the Full-Time Employment Period;
(2) the Executive shall not solicit, directly or indirectly, any existing business relationship of clients of the True North Group existing at the end of the Full-Time Employment Period in which the True North Group is substantially engaged at any time during the Full-Time Employment Period, the Severance Period or the period during which the Executive is receiving all payments when due under the Directors Part-Time Employment Agreement; and
(3) the Executive shall not induce or attempt to persuade any employee of the True North Group to terminate the employment relationship with any of the True North Group except for the Executive's executive assistant.
Noncompetition Nonsolicitation Confidentiality. 1. During the 24-month period commencing on the Closing Date (the "Restricted Period"), Chopra shall not, unless he receives the prior written consent of CPI, directly or indirectly, own an interest in, manage, operate, join, control, lend money or render financial or other assistance to or participate in or be connected with, as an officer, employee, partner, stockholder, consultant or otherwise, any individual, partnership, firm, corporation or other business organization or entity that competes within the United States with the business of the Surviving Corporation as conducted on the Effective Date; provided, however, that this Section 9.3.1 shall not proscribe -------- ------- Chopra's ownership, either directly or indirectly, of less than five (5%) percent of any issue of stock or securities of any company or business entity which has any class of securities listed on a national securities exchange or quoted on The Nasdaq Stock Market.
Noncompetition Nonsolicitation Confidentiality. (a) Seller agrees that, during the period beginning on the Closing Date and ending on the second anniversary of the Closing Date (the “Restricted Period”), Seller (and only Seller) shall refrain from carrying on or engaging in a business similar to that of a Competing Business, including but not limited to directly or indirectly providing service or advice to, operating, lending money to, or acquiring any ownership in any Competing Business. A
Noncompetition Nonsolicitation Confidentiality. To the extent that the Participant and the Company (or an Affiliate of the Company) is a party to an employment agreement with the Company containing noncompetition, nonsolicitation, noninterference or confidentiality restrictions (or two or more such restrictions), those restrictions and related enforcement provisions under such employment agreement shall govern and the following provisions of this Section 7 shall not apply.
Noncompetition Nonsolicitation Confidentiality. (i) Except to the extent otherwise permitted under Section 6(c)(ii), Parent and each Seller agrees that, during the period beginning on the Closing Date and ending on the third anniversary of the Closing Date (the “Restricted Period”), neither Parent nor either Seller nor any of their Affiliates shall, directly or indirectly, engage in the manufacture or sale of Products other than Excluded Products (the “Restricted Activity”).
(ii) Notwithstanding anything to the contrary contained in Section 6(c)(i), Buyer hereby agrees that the provisions set forth in such clause shall not prohibit or restrict in any way Parent, either Seller or any of their Affiliates from directly or indirectly engaging in the following activities:
(A) the purchase, manufacture, marketing, distribution, sale, research or development by Parent, either Seller or any of their Affiliates of any materials used as a raw material in the manufacture of Products;
(B) the purchase of Products from another Person (excluding any Affiliate of Parent or either Seller), the incorporation of Products into any material, and the manufacture, marketing, distribution, sale, supply or sale of such material by Parent, either Seller or any of their Affiliates;
(C) the ownership by Parent, either Seller or any of their Affiliates, individually or in the aggregate, of 8% or less of the outstanding voting securities of any Person engaged in the Restricted Activity, regardless of whether or not such securities are listed on a national or foreign securities exchange or on the NASDAQ National Market;
(D) the acquisition by Parent, either Seller or any of their Affiliates of any Person (whether through the purchase of stock or assets or by way of merger, consolidation or other transaction) engaged in the Restricted Activity (the “Acquired Person”) so long as the gross sales of the Restricted Activity of such Acquired Person do not exceed 8% of the total gross sales of such Acquired Person during the trailing 12-month period ended as of the last day of the calendar month that is at least 30 days but not more than 60 days prior to the date that the definitive documentation with respect to such acquisition is executed; or
(E) the engagement in the Restricted Activity by any Person (other than by or through Parent or either Seller) that acquires Control of Parent or either Seller (an “Acquiring Business”); provided, however, that such Person is not an Affiliate of Parent or either Seller as of the date hereof and was ...
