Other Activities During Employment. 5.1 The Executive shall not during the term of this Agreement undertake or engage in any other employment, occupation or business enterprise. Subject to compliance with the provisions of this Agreement, the Executive may engage in reasonable activities with respect to personal investments of the Executive.
5.2 During the term of this Agreement, without the prior approval of the Board of Directors, neither the Executive nor any entity in which he may be interested as a partner, trustee, director, officer, employee, shareholder, option holder, lender of money or guarantor, shall be engaged directly or indirectly in any real estate development, leasing, marketing or management activities other than through the Corporation and the Partnership, except for activities existing on the date of this Agreement which have been disclosed to the Corporation; provided, however, that the foregoing shall not be deemed to (a) prohibit the Executive from being on the Board of Directors of another entity, (b) prevent the Executive from investing in securities if such class of securities in which the investment is so made is listed on a national securities exchange or is issued by a company registered under Section 12(g) of the Securities Exchange Act of 1934, so long as such investment holdings do not, in the aggregate, constitute more than 1% of the voting stock of any company's securities or (c) prohibit passive investments, subject to any limitations contained in subparagraph (b) above.
5.3 The Executive shall not at any time during this Agreement or after the termination hereof directly or indirectly divulge, furnish, use, publish or make accessible to any person or entity any Confidential Information (as hereinafter defined), except pursuant to subpoena, court order or applicable law. Any records of Confidential Information prepared by the Executive or which come into Executive's possession during this Agreement are and remain the property of the Corporation or the Partnership, as the case may be, and upon termination of Executive's employment all such records and copies thereof shall be either left with or returned to the Corporation or the Partnership, as the case may be.
Other Activities During Employment. 4.1 Except for any outside employments and directorships currently held by you as listed on Exhibit B, and except with the prior written consent of the Company’s President, you will not during the term of this Agreement undertake or engage in any other employment, occupation or business enterprise other than one in which you are an inactive investor.
4.2 You hereby agree that, except as disclosed on Exhibit B hereto, during your employment hereunder, you will not, directly or indirectly, engage (a) individually, (b) as an officer, (c) as a director, (d) as an employee, (e) as a consultant, (f) as an advisor, (g) as an agent (whether a salesperson or otherwise), (h) as a broker, or (i) as a partner, coventurer, stockholder or other proprietor owning directly or indirectly more than two percent (2%) interest, in any firm, corporation, partnership, trust, association, or other organization which is engaged in the research, development, production, manufacture or marketing of equipment or processes in direct competition with the Company or any other line of business engaged in or under demonstrable development by the Company (such firm, corporation, partnership, trust, association, or other organization being hereinafter referred to as a “Prohibited Enterprise”). Except as may be shown on Exhibit B, you hereby represent that you are not engaged in any of the foregoing capacities (a) through (i) in any Prohibited Enterprise.
Other Activities During Employment. 4.1 Except for any outside employment and directorships currently held by you as listed on Exhibit B attached hereto, and except with the prior written consent of a disinterested majority of the Company's Board of Directors, which consent will not be unreasonably withheld, you will not, during the term of this Agreement, undertake or engage in any other employment, occupation or business enterprise other than one in which you are an inactive investor.
4.2 You hereby agree that, except as disclosed on Exhibit B attached hereto, during your employment hereunder, you will not, directly or indirectly, engage (i) individually, (ii) as an officer, (iii) as a director, (iv) as an employee, (v) as a consultant, (vi) as an advisor, (vii) as an agent (whether a salesperson or otherwise), (viii) as a broker, or (ix) as a partner, covenanter, stockholder or other proprietor owning directly or indirectly more than five percent (5) interest in any firm, corporation, partnership, trust, association, or other organization which is engaged in the planning, research, development, production, manufacture, marketing, sales, or distribution of products, equipment, or services similar to those produced by the Company, (such firm, corporation, partnership, trust, association, or other organization being hereinafter referred to as a "Prohibited Enterprise"). Except as may be shown on Exhibit B attached hereto, you hereby represent that you are not engaged in any of the foregoing capacities (i) through (ix) in any Prohibited Enterprise.
Other Activities During Employment. 4.1 Except with the prior written consent of the Company's Board of Directors, you will not during the term of this Agreement undertake or engage in any other employment, occupation or business enterprise, other than ones in which you are a passive investor in non-competitive businesses. You may engage in civic and not-for-profit activities so long as such activities do not materially interfere with the performance of your duties hereunder.
4.2 Except as permitted by SECTION 4.3, you will not acquire, assume or participate in, directly or indirectly, any position, investment or interest, known by you to be adverse or antagonistic to, or competitive with, the Company, its businesses or prospects, financial or otherwise.
4.3 During the term of your employment by the Company (except on behalf of the Company), you will not directly or indirectly, whether as an officer, director, stockholder, partner, proprietor, associate, representative, consultant, or in any capacity whatsoever engage in, become financially interested in, be employed by or have any business connection with any other person, corporation, firm, partnership or other entity whatsoever which were known by you to directly or indirectly compete with the Company, throughout the world, in any line of business engaged in (or planned to be engaged in) by the Company; PROVIDED, HOWEVER, that anything above to the contrary notwithstanding, you may own, as a passive investor, securities of any competitor corporation, so long as your direct holdings in any one such corporation shall not in the aggregate constitute more than 1% of the publicly-traded voting stock of such corporation.
Other Activities During Employment. 5.1 Except with the prior written consent of the Company’s Board of Directors, which consent shall not be unreasonably withheld, you will not during the term of this Agreement undertake or engage in any other employment or occupation. This provision shall not be deemed to preclude membership in professional societies, lecturing or the acceptance of honorary positions, or participation in charitable and other community activities that are in any case incidental to your employment by the Company, which are not adverse or antagonistic to or competitive with the ATMI Group, its business or prospects, financial or otherwise and are consistent with your obligations regarding the confidential, proprietary and trade secret information of the Company and its subsidiaries and affiliates.
5.2 Subject to Section 5.3, during the term of your employment by the Company, except on behalf of the ATMI Group, you will not, directly or indirectly, whether as an officer, director, stockholder, partner, proprietor, associate, representative or otherwise, provide services to or have a financial interest in any other person, corporation, firm, partnership or other entity whatsoever that directly competes with the ATMI Group, in any part of the world, in any line of business engaged in (or planned to be engaged in) by the ATMI Group.
5.3 Notwithstanding the foregoing, this Section 5 shall not prohibit you from owning (i) as a passive investor only, an aggregate of not more than one percent (1%) of the total stock or equity interests or publicly-traded options to purchase stock of any publicly-traded company or partnership (and employee stock options of a former employer currently held by you), or (ii) stock or equity interests owned in publicly-available mutual funds or other similar investment vehicles.
Other Activities During Employment. (a) During the term of his employment, Executive shall devote substantially all of his business time, attention and energy, and his best efforts to the interests and business of the Company and to the performance of his duties and responsibilities on behalf of the Company.
(b) During the term of Executive's employment by the Company except on behalf of the Company, Executive will not directly or indirectly, whether as an officer, director, stockholder, partner, proprietor, associate, representative, consultant or in any capacity whatsoever engage in, become financially interested in, be employed by or have any business connection with any other person, corporation, firm, partnership or other entity whatsoever which are known by Executive to directly compete with the Company, throughout the United States of America, in any line of business engaged in (or planned to be engaged in) by the Company on the date hereof; provided, however, that anything above to the contrary notwithstanding, Executive may own, as a passive investor, securities of any publicly traded competitor corporation, so long as Executive's direct and indirect holdings in any one such corporation shall in the aggregate constitute less than 5% of the voting stock of such corporation.
Other Activities During Employment. 5.1 Except with the prior written consent of the Holdings' Board of Directors, which consent shall not be unreasonably withheld, you will not during the term of this Agreement undertake or engage in any other employment or occupation except as permitted by Section 5.
Other Activities During Employment. 4.1 You hereby agree that, except as disclosed on Exhibit B hereto, during your employment hereunder, you will not, directly or indirectly, engage (a) individually, (b) as an officer, (c) as a director, (d) as an employee, (e) as a consultant, (f) as an advisor, (g) as an agent (whether a salesperson or otherwise), (h) as a broker, or (i) as a partner, coventurer, stockholder or other proprietor owning directly or indirectly more than one percent (1%) interest in any firm, corporation, partnership, trust, association, or other organization that is engaged in the development, marketing or sales of videocassettes or video games in direct geographical competition with the Company or any other line of business engaged in by the Company (such firm, corporation, partnership, trust, association, or other organization being hereinafter referred to as a "Prohibited Enterprise"). Except as may be shown on Exhibit B hereto, you hereby represent that you are not engaged in any of the foregoing capacities (a) through (i) in any Prohibited Enterprise.
Other Activities During Employment. 5.1 Except as stated herein or with the prior written consent of the CEO, you will not during the term of this Agreement undertake or engage in any other employment, occupation or business enterprise other than ones in which you are a passive investor.
5.2 Except as permitted by Section 5.3, you will not acquire, assume or participate in, directly or indirectly, any position, investment or interest adverse or antagonistic to the Company, its business or prospects, financial or otherwise, or take any action toward or looking toward any of the foregoing.
5.3 During the term of your employment by the Company except on behalf of the Company or its subsidiaries, you will not directly or indirectly, whether as an officer, director, stockholder, partner, proprietor, associate, representative, consultant, or otherwise, become or be interested in any other person, corporation, firm, partnership or other entity whatsoever which manufacturers, markets, sells, distributes or provides consulting services concerning products or services which compete with those of the Company or any of its subsidiaries. However, nothing in this Section 5.3 shall preclude you from holding less than one percent of the outstanding capital stock of any corporation required to file periodic reports with the Securities Exchange Commission under Sections 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the securities of which are listed on any securities exchange, quoted on the National Association of Securities Dealers Automated Quotation System or traded in the over-the-counter market, notwithstanding current and any future investment in Digital Integrity Incorporated. During the term of your employment with the Company you will also not directly or indirectly intentionally solicit, endeavor to entice away from the Company, or any of its subsidiaries, or otherwise interfere with the relationship of the Company, or any of its subsidiaries with, any person who is employed by or otherwise engaged to perform services for the Company, or any of its subsidiaries (including, but not limited to, any independent sales representatives or organizations), or any other person or entity who is, or was within the then most recent 12-month period, a customer or client of the Company, or any of its subsidiaries, whether for your own account or for the account of any other person, corporation, firm, partnership or other entity whatsoever.
Other Activities During Employment. 6.1 Except with the prior written consent of the Company's Board of Directors or as described on Exhibit A hereto, you will not during the term of this Agreement undertake or engage in any other employment, occupation or business enterprise other than one in which you are an inactive investor. This provision shall not be deemed to preclude membership in professional societies, lecturing or the acceptance of honorary positions, that are in any case incidental to your employment by the Company and which are not adverse or in conflict with the interests of the Company, its business or prospects, financial or otherwise.
6.2 Except as permitted by Section 6.3, you will not acquire, assume or participate in, directly or indirectly, any position, investment or interest adverse or in conflict with the interests of the Company, its business or prospects, financial or otherwise, or take any action towards any of the foregoing.
6.3 During the term of your employment by the Company, except on behalf of the Company or its subsidiaries, you will not, directly or indirectly, whether as an officer, director, employee, stockholder, partner, proprietor, associate, representative, or otherwise, become or be interested in any other person, corporation, firm, partnership or other entity whatsoever which directly competes with the Company, in any part of the world, in any line of business engaged in (or which the Company has made plans to be engaged in) by the Company; provided, however, that anything above to the contrary notwithstanding, you may own, as an inactive investor, securities of any competitor corporation, so long as your holdings in any one such corporation shall not in the aggregate constitute more than one percent (1%) of the voting stock of such corporation.
