Prohibited Competition. We have discussed, and you recognize and acknowledge the competitive and proprietary nature of the Company's business operations.
Prohibited Competition. Considering offers of employment from, seeking or accepting employment with, directly or indirectly providing professional services to, becoming a director of, or being an investor (representing more than a five (5) percent equity interest) in, (i) Fxxxxx Mxx (ii) all Federal Home Loan Banks (including the Office of Finance); and (iii) such other entities to which the Executive and the Company may agree in writing from time-to-time.
Prohibited Competition. The Seller recognizes and acknowledges the competitive and proprietary nature of the Company’s business operations. The Seller acknowledges and agrees that a business will be deemed competitive with the Company if it engages in a line of business in which it researches, develops, manufactures or sells:
(a) vacuum insulated storage vessels, road tankers and other Cryogenic and carbon dioxide and nitrous oxide storage or related equipment and systems provided or offered by the Company or under development by the Company, or any products designed or marketed primarily to fulfill the same function (the Company’s “Worldwide Field of Interest”); or
(b) any product or system offered at the Effective Date by the Company or CEM Special or under development by the Company or CEM Special in China (the Company’s “Chinese Field of Interest”). Unless the context otherwise requires, in this Section 10, the Worldwide Field of Interest and the Chinese Field of Interest are collectively referred to as the “Field of Interest”. In consideration of the Buyer’s agreement to purchase the Seller’s Entire Interest of the Company, the Seller must not compete with the Company’s Field of Interest during the term of this Contract and ten (10) years thereafter (the “Restricted Term”), the Seller acknowledges that the consideration is good, valuable and sufficient, and the Seller agrees that during the Restricted Term, the Seller shall not, without the prior written consent of the Buyer and the Company:
(a) directly or indirectly, either as principal, or through its agent, Affiliate, stockholder, employee, consultant, representative or in any other capacity, own, manage, operate or control, or be concerned, connected, or otherwise associate in any manner with, engage in or have a financial interest in any business whose primary line of business is in the Worldwide Field of Interest, or in any other business in which the Seller has any direct operating or scientific responsibility in the Worldwide Field of Interest anywhere in the entire world, except that nothing contained herein shall preclude the Seller from purchasing or owning stock in any such competitive business if such stock is publicly traded, and provided that the Seller’s holdings do not exceed one percent (1%) of the issued and outstanding capital stock of such business;
(b) directly or indirectly, either as principal, or through its agent, Affiliate, stockholder, employee, consultant, representative or in any other capacity...
Prohibited Competition a. Consultant will not (i) directly or indirectly engage in or provide investment advisory or other personal services to any other private equity sponsor or any operating company competing directly with a Portfolio Company which Consultant is advising, or has advised, at any time during the term of the engagement, or (ii) engage in any Prohibited Competition (as defined below in Section 9(b), at any time during the term of his engagement or during the 12-month period following the expiration of his engagement, in each case, without the prior written consent of the Company; provided, however, Consultant shall be permitted to (X) make any personal investments permissible under applicable law and securities regulations unless such investment would be in a partnership or similar vehicle competing with a Carlyle partnership or vehicle attempting to secure the same investment (other than those investments made before the Commencement Date), and (Y) serve on any board of directors of a company unless the company is a competitor to Carlyle or any company in which Carlyle owns a significant minority or controlling position.
b. For purposes of this Agreement, “Prohibited Competition” means:
Prohibited Competition. In consideration of the grant of options by the Company to Executive agreed to in this Agreement, Executive agrees to be bound by this Section 3.3. Executive recognizes and acknowledges the competitive and proprietary nature of the Company’s business operations. Accordingly, Executive agrees that, during the term of his employment and for a period of twelve (12) months following termination of his employment for any reason including, but not limited, to termination for cause, without cause, voluntary termination, involuntary termination, or as a result of change of control, Executive shall not, without the prior written consent of the Company, for himself or on behalf of any other person or entity, directly or indirectly, either as principal, agent, stockholder, Executive, Executive representative or in any other capacity: (i) own, manage, operate or control, or be concerned, connected or employed by, or otherwise associate in any manner with, or engage in or have a financial interest in, any of the following companies or in the subsidiaries of any of the following companies: Intuitive Surgical, Stryker Endoscopy, Xxxx Xxxxx Imaging, Inc., ACMI, Olympus Medical, Medtronic Sofamor Xxxxx, Boston Scientific Endoscopy, Aesculap and Linvatec. Nothing contained herein shall preclude Executive from purchasing or owning stock in any such competitive business if such stock is publicly traded, and provided that Executive’s holdings do not exceed one percent (1%) of the issued and outstanding capital stock of such business. If any part of this section should be determined by a court of competent jurisdiction to be unreasonable in duration, geographic area, or scope, then this section is intended to and shall extend only for such period of time, in such geographic area and with respect to such activity as is determined by such court to be reasonable.
Prohibited Competition. You agree and covenant that, with respect to the business of the Company, until your termination of employment, whether or not such termination is voluntary or involuntary, and for a period of one (1) year following such termination, you shall not, without the prior written consent of the Company, for yourself or on behalf of any other, directly or indirectly, either as principal, agent, stockholder, employee, consultant, representative or in any other capacity, own, manage, operate or control, or be concerned, connected or employed by, or otherwise associate in any manner with, engage in or have a financial interest in any business which is directly or indirectly competitive with the business of the Company, including, without limiting the generality of the foregoing, any business engaged in manufacturing, marketing or sale of SIMOX wafers or the design and development of associated manufacturing equipment and processing techniques; PROVIDED, HOWEVER, that nothing contained herein shall preclude you from purchasing or owning stock in any such business if such stock is publicly traded, and provided that your holdings do not exceed three percent (3%) of the issued and outstanding capital stock of such business. You further agree that during such time, you will not attempt to or hire, or assist in the hiring of any director, officer or employee or agent of the Company, or encourage any person to terminate his or her employment or business relationship with the Company, encourage any customer or supplier of the Company to terminate its relationship with the Company, or obtain or assist in obtaining, for the benefit of any person or entity other than the Company or a Subsidiary, any customer or supplier of the Company.
Prohibited Competition. For purposes of this Section 5, the term “Company” shall include all of the Company’s direct or indirect subsidiaries, if any.
Prohibited Competition. In exchange for the consideration provided hereunder, and based on my access to Confidential Information and Trade Secrets during my employment with the Company, I further agree that for the period for which I receive Separation Installment Payments, unless otherwise agreed by an authorized Company representative in writing, I will not engage directly or indirectly, in any of the following activities anywhere in the world: (i) providing services in any capacity (including as director, officer, employee, partner, consultant, or advisor), for or on behalf of any of the competitive businesses identified in the Bank of America Key Associate Stock Plan award agreement(s) in effect at the time of my Separation Date; and (ii) providing services in any capacity (including as director, officer, employee, partner, owner, consultant, or advisor) for or on behalf of any business engaged in wealth financial advisor management. I understand and agree that nothing in this section should be construed to diminish or affect the validity or enforceability of any prior agreement(s) I have entered into with the Company or any of its predecessors that have not otherwise expired, regarding restrictions on competitive employment, to the extent such agreements are more protective of the Company’s interests; provided, however, that the Company acknowledges and agrees that by executing this Agreement I do not trigger any notice obligation or notice provision concerning “resignation, retirement, or other voluntary termination” as set forth by such prior agreements.
Prohibited Competition. Members will not undertake or serve as an officer or director, or work as an employee or consultant for, a direct competitor, an actual or potential business partner, or a potential acquiror of the Company without prior approval of the Chairman of the Board.
Prohibited Competition. You shall not, without our prior written consent, directly or indirectly, be engaged or concerned or interested in a business similar to the Business, including having a financial interest in such a business that may enable you to influence its economic conduct, and neither shall you hold an interest of whatever nature in any legal entity, association, trust or partnership, the core business of which is the manufacturing and/or sale of rice. You will, however, be entitled to have shares in a business that generates its turnover through the sale of products of a similar nature of the Business, on the condition that such sale in the business does not exceed 30% of the turnover of that business.
