Nonsolicitation; Noncompetition a. The Director agrees that he will not at any time during the Director’s service or the Restriction Period (“Restriction Period” shall mean the one (1) year subsequent to the end of the Director’s service with the Company for any reason, which ending of employment shall be referred to as the “Termination Date”), whether voluntarily or involuntarily, directly or indirectly for himself or any other person or entity solicit, interfere with or endeavor to entice away from Company or any of its affiliates any other employee of Company or any of its affiliates. Additionally, the Director agrees that during the Restriction Period any employment by the Director or any entity in which he has an interest, directly or indirectly (other than a publicly traded company in which he has less than a 1% interest) of any person who was in the employ of the Company or any of its affiliates within the preceding year, shall be a violation of this paragraph. For the purposes of this Agreement indirect interests shall include interests held by the Director’s family members or any partner in a partnership, limited liability company or other entity in which he has a 10% or greater ownership interest.
Nonsolicitation; Noncompetition. (a) Employee agrees that he will not at any time during the Employee’s employment or the Restriction Period (“Restriction Period” shall mean the one (1) year subsequent to the end of Employee’s employment by the Company for any reason, which ending of employment shall be referred to as the “Termination Date”), whether voluntarily or involuntarily, directly or indirectly for himself or any other person or entity solicit, interfere with or endeavor to entice away from Company or any of its affiliates any other employee of Company or any of its affiliates. Additionally, Employee agrees that during the Restriction Period any employment by Employee or any entity in which he has an interest, directly or indirectly (other than a publicly traded company in which he has less than a 1% interest) of any person who was in the employ of the Company or any of its affiliates within the preceding year, shall be a violation of this paragraph. For the purposes of this Agreement indirect interests shall include interests held by Employee’s family members or any partner in a partnership, limited liability company or other entity in which he has a 10% or greater ownership interest.
Nonsolicitation; Noncompetition. (a) The Executive hereby covenants and agrees that, at all times during the period of his employment and for one year thereafter, the Executive shall not, without the prior written consent of the Board, (i) solicit or take any action to willfully and intentionally cause the solicitation of any person who as of that date is a client, customer, ("Client") of the Company or any of its subsidiaries to transact any business with a Competitive Enterprise (as hereinafter defined) or discontinue business, in whole or in part with the Company; (ii) willfully or intentionally interfere with or damage any relationship between a Client and the Company or (iii) solicit any person employed at that time by the Company or any of its subsidiaries to apply for or accept employment with a Competitive Enterprise or otherwise encourage or entice such person to leave his position with the Company or any of its subsidiaries.
(b) The Executive hereby covenants and agrees that at all times during the period of his employment and during the Severance Period, the Executive shall not, without the prior written consent of the Board, be engaged in or have financial interest in any business that is a Competitive Enterprise, or otherwise engage in any activity that is a Competitive Enterprise.
(c) For purposes of this Agreement, the term "Competitive Enterprise" shall mean any business which is in competition with a business engaged in by the Company or any of its subsidiaries or affiliates in any state of the United States or in any foreign country in which any of them are engaged in business at the time of such termination of employment for as long as they carry on a business therein. Notwithstanding the preceding sentence, the Executive shall not be prohibited from owning less than five (5%) percent of any publicly traded corporation.
Nonsolicitation; Noncompetition. (a) Except, in any case, with the prior written consent of Purchaser, for a period of five (5) years following the Closing, Sellers shall not, and shall cause their Affiliates not to, hire or solicit any employee of Purchaser or any of its Subsidiaries engaged in the Target Business (including, without limitation, any employee of the Target Companies and the Target Company Subsidiaries) to leave the employ of Purchaser or such Subsidiary or violate the terms of their contracts, or any employment arrangements, with Purchaser or such Subsidiary. Notwithstanding the foregoing, this Section 6.1 shall not limit Sellers ability to make any general solicitation not specifically directed to any employee of Purchaser or any of its Subsidiaries engaged in the Target Business.
(b) For a period of three (3) years following the Closing, Sellers shall not, and shall cause their subsidiaries not to, directly or indirectly, whether independently or in association with any other Person, (i) own any equity interest in, or provide any capital or financing to, a Competitive Business or (ii) engage in, own, manage, operate, control or participate in the ownership, management, operation, financing or control of any such Competitive Business. The restrictions set forth in this Section 6.1 shall not be construed to prohibit or restrict any investment by Sellers or their subsidiaries in any class of publicly traded debt or equity securities of any company engaged in a Competitive Business so long as Sellers in the aggregate together with their subsidiaries do not hold at any time during such period more than five percent (5%) of such class of issued and outstanding voting securities of such publicly traded company, or five percent (5%) of the aggregate principal amount of such class of debt securities outstanding and, consistent with the remainder of this Section 6.1, so long as Sellers and their subsidiaries do not otherwise engage in any other management, control or business activities with respect to such Competitive Business. Nothing contained in this Section 6.1(b) shall be deemed to affect the activities of any directors of Seller who are not employees of Seller or their respective employers or affiliates, and this provision will not be interpreted or construed to apply to any such persons. Nothing contained in this Section 6.1(b) shall be deemed to affect the activities of an acquiror of Parent Seller following the Closing Date.
(c) For a period of three (3) years following...
Nonsolicitation; Noncompetition. (i) During the term of employment and for a period of 1 year following Participant’s Termination, Participant agrees that he or she will not (i) individually or on behalf of his or her employer or any other person or entity, directly or indirectly, solicit, divert, or recruit any employee or officer of Company or any Subsidiary, or induce any employee of Company or any Subsidiary, to terminate his or her employment, or (ii) directly or indirectly, as an employee, consultant, principal, agent, trustee or otherwise engage in any business through a corporation, partnership or other entity that competes directly with any business that is conducted by Company or any Subsidiary (the “Competing Business”) and that (x) Participant was directly or indirectly engaged in on behalf of Company or any Subsidiary or (y) Participant obtained confidential information regarding during the course of his or her employment (the “Restricted Business”). The restrictions in this Section 7(d) are further limited geographically to the following areas or locations where a Competing Business operates in the Restricted Business: any country in which Company or any Subsidiary engages in the Restricted Business.
(ii) Company has attempted to place the most reasonable limitations on Participant’s subsequent employment opportunities consistent with the protection of Company’s valuable trade secrets, business interests, and goodwill. In order to accommodate Participant in obtaining subsequent employment, Company may, in its discretion, grant a waiver of one or more of the restrictions on subsequent employment contained in this Section 7(d). A request for waiver shall be in writing and must be received by the Company at least 45 days before the proposed starting date of the employment for which Participant is seeking a waiver. The request must include the full name and address of the organization with which Participant is seeking employment; the department or area in which Participant proposes to work; the position or job title to be held by Participant; and a complete description of the duties Participant expects to perform for such employer. If Company decides to grant a waiver (which decision shall be solely within Company’s discretion), the waiver may be subject to such restrictions or conditions as Company may impose.
Nonsolicitation; Noncompetition. 12.1 The Executive hereby covenants and agrees that at all times during the period of his employment with the Company and for two years thereafter (the “Restriction Period”), he shall not, either directly or indirectly, for himself or for or through any third-party, without the prior written consent of the Board, (i) solicit or take any action to willfully or intentionally cause the solicitation of any person who as of the Termination Date, or at any time during the two year period immediately preceding the Termination Date, is a “Client” of the Company (as hereinafter defined) to transact any business with a “Competitive Enterprise” (as hereinafter defined) or discontinue business, in whole or in part with the Company; (ii) willfully or intentionally interfere with or damage any relationship between a Client and the Company, or (iii) solicit any person employed by, or performing services in any other capacity, including but not limited to as an independent contractor or distributor, on the Termination Date or at any time within the immediately preceding two year period, for the Company or any of its subsidiaries, to apply for or accept employment with, or perform services in any other capacity for, a Competitive Enterprise or otherwise encourage or entice such person to leave is position with the Company or any of its subsidiaries.
12.2 The Executive hereby covenants and agrees that during the Restriction Period, the Executive shall not, either directly or indirectly, for himself or for or through any third party, (a) accept business which is substantially similar to the business of the Company from any individual or entity that obtained the goods or services of, or purchased goods or services from, the Company during the two (2) year period immediately prior to the Termination Date; (b) accept business from any Client of the Company (the identity of and information concerning which constitute trade secrets and Confidential Information of the Company) on behalf of any individual or entity in connection with any business substantially similar to the business of the Company, or (c) make known the names and addresses of such customers or any information relating in any manner to the Company’s trade or business relationships with such customers, other than in connection with the performance of Executive’s employment with Company.
12.3 The Executive hereby covenants and agrees that, except as otherwise provided in this section, at all times during the Restrict...
Nonsolicitation; Noncompetition. You agree that if you leave the employ of the Company for any reason, for a period of twelve (12) months (the “NoRaid Period”) following such separation you will not directly or indirectly solicit, induce or attempt to influence any associate to leave the employment of the Company, nor will you hire any such associate or assist any other person or entity in doing so (each such activity, a “Raiding Activity”). If you resign your employment, or if your employment is terminated for Cause, for a period of twelve (12) months following such separation you will not, directly or indirectly, work for or contribute to the efforts of any business organization that competes, or plans to compete, with the Company or its products, nor will you call on or otherwise attempt (or assist the attempt) to solicit the business of any customer or client of the Company with whom you had direct contact or supervisory authority (each such activity, a “Competitive Activity”) in the 12month period immediately preceding your separation (the “NonCompetition Period”) . You specifically acknowledge the reasonableness of these postemployment restrictions, and along with the Company, authorize any court of competent jurisdiction to reform these restrictions to the minimum extent necessary, in the event such court finds any of these restrictions to be unreasonable.
Nonsolicitation; Noncompetition. (a) Seller will, for a period of three (3) years from the Closing Date, refrain from, either alone or in conjunction with any other Person, or directly or indirectly through its present or future Affiliates:
(i) employing, engaging or seeking to employ or engage any Employee hired by Purchaser, without the prior written consent of Purchaser; and
(ii) participating or engaging, as owner, partner, stockholder, joint venturer, consultant or licensor, or in any capacity whatsoever become financially interested (other than through the ownership of 5% or less of any class of securities registered under the Securities Exchange Act of 1934, as amended) in any business developing or commercializing technologies or products in the following areas or any business providing consulting services relating to any of the following areas: (i) voice coders for real-time interactive applications, (ii) noise filters, (iii) echo cancellers, (iv) packet loss recovery, (v) voice over IP/FR/ATM gateways, access devices and backbone transport, (vi) software to support gateways described in (v) or other packet-to-circuit products, and (vii) any other packet-to-circuit voice/video gateways.
(b) Seller agrees that the time period provided for and the geographical area and the areas of business encompassed by the covenants contained in this Section are necessary and reasonable in order to protect the Purchaser in the utilization of the Assets.
(c) The parties hereto recognize that the Laws and public policies of the various states of the United States may differ as to the validity and enforceability of covenants similar to those set forth in this Section. It is the intention of the parties that the provisions of this Section be enforced to the fullest extent permissible under the Laws and policies of each jurisdiction in which enforcement may be sought, and that the unenforceability (or the modification to conform to such Laws or policies) of any provisions of this Section shall not render unenforceable, or impair, the remainder of the provisions of this Section. Accordingly, if any provision of this Section shall be determined to be invalid or unenforceable, such invalidity or unenforceability shall be deemed to apply only with respect to the operation of such provision in the particular jurisdiction in which such determination is made and not with respect to any other provision or jurisdiction.
(d) The parties hereto acknowledge and agree that any remedy at Law for any breach of the ...
Nonsolicitation; Noncompetition. You acknowledge and agree that you shall continue to be bound by your obligations specified in Section 2.2 of the Employment Agreement.
Nonsolicitation; Noncompetition. During the term of this Agreement and for twenty-four (24) months thereafter, IC will not, directly or indirectly, solicit any translation or interpretation work from clients of OpenWorld. IC understands and acknowledges that these restrictions are reasonable in view of OpenWorld’s legitimate interests in protecting its confidential information, customer contacts, and other legitimate business interests. IC further acknowledges that the restrictions in this section are reasonable as to the duration in time, geographic scope, and nature of activities restricted. If IC breaches this provision, IC will pay OpenWorld liquidated damages equal to 100% of the payments received by IC in violation of this section. IC represents that this sum represents a reasonable estimate of the damages that would be sustained by OpenWorld, and not a penalty.
