Noncompetition Provisions. Executive recognizes and agrees that the Company has many substantial, legitimate business interests that can be protected only by Executive agreeing not to compete with the Company or its subsidiaries under certain circumstances. These interests include, without limitation, the Company's contacts and relationships with its customers, the Company's reputation and goodwill in the industry, the financial and other support afforded by the Company, and the Company's rights in its confidential information. Executive therefore agrees that during his employment with the Company and for the one (1) year period of time following the termination of such employment, regardless of the manner or cause of such termination, he will not, without the prior written consent of the Company, engage in any of the following activities in the United States (the "Protected Zones"), relating to the Protected Businesses (as defined below):
a. engage in, manage, operate, control or supervise, or participate in the management, operation, control or supervision of, any business or entity which provides products or services directly competitive with those being actively developed, manufactured, marketed, sold or otherwise provided by the Company or its subsidiaries as of the date hereof (the "Protected Businesses") in the Protected Zones;
b. have any ownership or financial interest, directly or indirectly, in any entity in the Protected Zones engaged in the Protected Businesses, including, without limitation, as an individual, partner, shareholder (other than as an owner of an entity in which Executive owns less than 5% of the economic interests), officer, directly, executive, principal, agent or consultant;
c. solicit, acquire or conduct any Protected Business from or with any customers of the Company or its subsidiaries (as defined below) in the Protected Zones;
d. solicit any of the employees or independent contractors of the Company or its subsidiaries or induce any such persons to terminate their employment or contractual relationships with any such entities or take action contrary to the best interest of the Company; provided, however, this limitation against solicitation of employees or independent contractors shall not apply to up to two administrative level employees or independent contractors who may have worked closely with Executive (such as, for example, an executive assistant who Executive may wish to continue to work with); or
e. serve as an officer or director of, or hol...
Noncompetition Provisions. 5.01 The parties hereto agree that the covenants, agreements and restrictions (hereinafter refereed to or known as "this covenant") contained herein are necessary to protect the business goodwill, business interests and proprietary rights of Communicate Now.com Inc. and that the partxxx xxxeto have independently discussed, reviewed and had the opportunity of legal counsel to consider this agreement and now hereby agree and stipulate the following:
(a) This covenant is an integral part of an enforceable agreement and the covenants contained herein were made at the time this agreement was consummated by the parties hereto.
(b) This covenant is fair and reasonable in its:
1. Geographical area;
2. Length of time; and
3. Scope of activity being restrained.
Noncompetition Provisions. During his employment, and for a period of two years after the termination of his employment (the "Noncompete Term"), Employee shall not, directly or indirectly, whether as an employee, director, owner, 5% or greater stockholder, consultant, or partner (limited or general):
(a) engage in or have any interest in, any business that competes with the business of the Company during such period, including the business of the Company or any of its subsidiaries, in any geographic location(s) in which the Company is conducting business during the Noncompete Term (the "Noncompete Area"). The Company may, in its sole discretion, give Employee written approval(s) to personally engage in any activity or render any services referred to in this Section 11 if the Company secures written assurances (satisfactory to the Company and its counsel) from Employee, or any prospective employer(s) of Employee, that the integrity of the Company's Confidential Information will not in any way be jeopardized by such activities, provided that the burden of so establishing the foregoing to the satisfaction of the Company and its counsel shall be upon Employee;
(b) offer, within the Noncompete Area and during the Noncompete Term, any of the products or services similar or in competition with those offered by the Company; or
(c) otherwise compete or interfere with the activities of the Company within the Noncompete Area and during the Noncompete Term.
Noncompetition Provisions. (a) Each of AOL and ODC agrees that, for so long as the Stockholders and their Permitted Stockholder Affiliates collectively hold shares of Common Stock representing not less than 6% of the outstanding capital stock of the Company, calculated on a fully diluted basis, the Stockholders shall be entitled to enforce the noncompetition obligations of AOL and ODC (the "Existing Stockholders") contained in Sections 4.1 and 4.2 of the Amended and Restated Stockholders' Agreement, dated as of March 30, 2001, by and between the Company, AOL and ODC (the "Existing Stockholders' Agreement"), as the same may be amended from time to time, on the terms and conditions set forth therein as if the Stockholders were parties thereto; provided, that the provisions of the Existing Stockholders' Agreement that are effective only so long as each of AOL and ODC owns 20% of the issued and outstanding Voting Stock, as such percentage is adjusted pursuant to the Existing Stockholders' Agreement, shall be enforceable against AOL or ODC, as the case may be, so long as such party owns 20% of the issued and outstanding Voting Stock, as such percentage is adjusted pursuant to the Existing Stockholders' Agreement.
Noncompetition Provisions. Executive recognizes and agrees ------------------------- that Employer has many substantial, legitimate business interests that can be protected only by Executive agreeing not to compete with Employer or its subsidiaries under certain circumstances. These interests include, without limitation, Employer's contacts and relationships with its customers, Employer's reputation and goodwill in the industry, the financial and other support afforded by Employer, and Employer's rights in its confidential information. Executive therefore agrees that during his employment with the Company and for the greater of (i) the one (1) year period of time following the termination of such employment, regardless of the manner or cause of such termination or (ii) the period during which Executive is receiving severance payments pursuant to this Agreement, Executive will not, without the prior written consent of Employer, engage in any of the following activities within the countries of North America (the "Protected Zones"), relating to the Protected Businesses (as defined below):
a. engage in, manage, operate, control or supervise, or participate in the management, operation, control or supervision of, any business or entity which provides products or services competitive with those being developed, manufactured, marketed, sold or otherwise provided by Employer or its subsidiaries as of the date hereof, including but not limited to, any business or entity providing sports related content, information or programming over the Internet (the "Protected Businesses") in the Protected Zones;
b. have any ownership or financial interest, directly or indirectly, in any entity in the Protected Zones engaged in the Protected Businesses, including, without limitation, as an individual, partner, shareholder (other than as a shareholder of a publicly-owned corporation in which Executive owns less than 1% of the outstanding shares of such corporation), officer, directly, Executive, principal, agent or consultant;
c. solicit, acquire or conduct any Protected Business from or with any customers of Employer or its subsidiaries (as defined below) in the Protected Zones;
d. solicit any of the Executives or independent contractors of Employer or its subsidiaries or induce any such persons to terminate their employment or contractual relationships with any such entities or take action contrary to the best interest of the Company; or
e. serve as an officer or director of, or hold an equity interest i...
Noncompetition Provisions. As part of the consideration for the compensation and benefits to be paid to Executive pursuant to Paragraph 5 hereunder and as part of the consideration for the option vesting and exercisability pursuant to Paragraph 6(e) hereunder; to protect the trade secrets and confidential information of Company and its affiliates that have been and will in the future be disclosed or entrusted to Executive, the business good will of Company and its affiliates that has been and will in the future be developed in Executive, or the business opportunities that have been and will in the future be disclosed or entrusted to Executive by Company and its affiliates; and as an additional incentive for Company to enter into this Agreement, Company and Executive agree to the noncompetition obligations hereunder. Executive shall not, directly or indirectly for Executive or for others, in any geographic area or market where Company or any of its affiliates are conducting any business as of the Effective Date or have during the previous twelve months conducted such business:
(a) engage in any business competitive with the business conducted by Company;
(b) render advice or services to, or otherwise assist, any other person, association, or entity who is engaged, directly or indirectly, in any business competitive with the business conducted by Company with respect to such competitive business; or
(c) induce any employee of Company or any of its affiliates to terminate his or her employment with Company or such affiliates, or hire or assist in the hiring of any such employee by any person, association, or entity not affiliated with Company. These noncompetition obligations shall apply during the Term of this Agreement. Executive understands that the restrictions set forth in this Paragraph may limit Executive's ability to engage in certain businesses anywhere in the world during the period provided for above, but acknowledges that Executive will receive sufficiently high remuneration under this Agreement to justify such restriction. Executive acknowledges that money damages would not be sufficient remedy for any breach of this Paragraph by Executive, and Company shall be entitled to enforce the provisions of this Paragraph by terminating any payments then owing to Executive under this Agreement and/or to specific performance and injunctive relief as remedies for such breach or any threatened breach; provided, however, that payments then owing to Executive may not be terminated unles...
Noncompetition Provisions. You acknowledge that Section 8 of the Employment Agreement shall survive this Agreement. Section 8 of the Employment Agreement is amended to provide that the "Non-Compete Period" shall expire October 10, 2002. Such terms are incorporated herein by reference and shall apply hereto as if fully rewritten herein.
Noncompetition Provisions. During his employment, and for a period of two years after the termination of his employment (the “Noncompete Term”), Employee shall not, directly or indirectly, whether as an employee, director, owner, 5% or greater stockholder, Employee, or partner (limited or general):
Noncompetition Provisions. 2.9.1 Singh agrees that during the Term, he will not engage in any other employment, occupation, consulting or other business activity directly related to the business of the Company or KFI or related to any other business in which the Company or KFI is now or hereafter involved, and Singh will not engage in any other activities which conflict with his obligations to the Company and KFI.
2.9.2 Singh further agrees that during the Term, he will not become a KFI Competitor.
2.9.3 The provisions of this Section 2.9 are in addition to, and not in lieu of, the other Noncompetition Provisions contained in the Stock Purchase Agreement and the Shareholders Agreement, which apply to Singh in his capacity as a "Shareholder" thereunder.
Noncompetition Provisions. Throughout the Restricted Period following termination of employment with the Company, the Executive shall not, directly or indirectly, own, manage, operate, join or control, or participate in the ownership, management, operation or control of, or be a proprietor, director, officer, stockholder, member, partner or an employee or agent of, or consultant to, any person, business, division of a business, firm, corporation, partnership or other entity anywhere in the United States of America which engages in (i) the primary business of the Company, and/or (ii) any other principal line of business engaged in or developed by the Company or any subsidiary of the Company after the date hereof but prior to the date of termination of the Executive’s employment with the Company in any state or country in which the Company or any subsidiary has conducted business within a six (6) month period preceding the date of termination of the Executive’s employment with the Company.
