Prohibition Against Certain Activities. The Optionee agrees that the Optionee will not at any time (a) disclose or furnish to any other Person or use for the Optionee’s own or any other Person’s account any Confidential or Proprietary Information (other than in the course of the Optionee’s employment with the Company) except for Permitted Disclosures (a “Prohibited Disclosure”), (b) directly or indirectly solicit for employment, including without limitation, recommending to any subsequent employer the solicitation for employment of, any employee of the Company or any Affiliate thereof (provided, that this clause (b) shall expire on the second anniversary of the date of the Optionee’s Termination) (a “Prohibited Solicitation”) and (c) commit a breach of the provisions of Section 6.1 (a “Prohibited Transfer”).
Prohibition Against Certain Activities. The Optionee agrees that (a) he will not at any time during his employment (other than in the course of his employment) with the Corporation or any Affiliate thereof, or after any Termination, directly or indirectly disclose or furnish to any other person or use for his own or any other person's account any confidential or proprietary knowledge or any other information which is not a matter of public knowledge obtained during the course of his employment with, or other performance of services for (including service as a director of), the Corporation or any Affiliate thereof or any predecessor of any of the foregoing, no matter from where or in what manner the Optionee may have acquired such knowledge or information, and he shall retain all such knowledge and information in trust for the benefit of the Corporation, its Affiliates and the successors and assigns of any of them, (b) if he is Terminated, he will not for three years following the Termination directly or indirectly solicit for employment, including, without limitation, recommending to any subsequent employer the solicitation for employment of, any person who at the time of the solicitation is employed by the Corporation or any Affiliate thereof, (c) he will not at any time during his employment with, or performance of services for (including service as a director of), the Corporation or any Affiliate thereof or any predecessor of any of the foregoing, or after any Termination, publish any statement or make any statement (under circumstances reasonably likely to become public or that he might reasonably expect to become public) critical of the Corporation or any Affiliate of the Corporation, or in any way adversely affecting or otherwise maligning the business or reputation of any of the foregoing, and (d) he will not breach the provisions of Section 6.1 hereof (any activity described in clause (a), (b), (c) or (d) of this Section 7.1 being herein referred to as a "Prohibited Activity").
Prohibition Against Certain Activities. The Grantee agrees that the Grantee will not at any time: (v) disclose or furnish to any other Person or use for the Grantee’s own or any other Person’s account any Confidential or Proprietary Information (other than in the course of the Grantee’s service to the Company or any Subsidiary or other Affiliate, if the Grantee is an Employee, Director or Consultant to the Company or any Subsidiary or other Affiliate) except for Permitted Disclosures (a “Prohibited Disclosure or Use”), or (w) commit a breach of the provisions of Section 4 (a “Prohibited Transfer”), or (x) make any statement that is intended to become public, or that should reasonably be expected to become public, and that criticizes, ridicules, disparages or is otherwise derogatory of the Company or any Subsidiary or other Affiliate, or any employee, officer, director, member or stockholder of any of them (a “Prohibited Disparagement”). In addition, the Grantee agrees that the Grantee will not during the Grantee’s Business Relationship and for a period of two (2) years after the Grantee’s Termination (the “Restricted Period”): (y) engage in any Prohibited Solicitation, or (z) engage in any Competitive Activity.
Prohibition Against Certain Activities. The Grantee agrees that the Grantee will not at any time: (x) disclose or furnish to any other Person or use for the Grantee’s own or any other Person’s account any Confidential Information (other than in the course of the Grantee’s service to the Company or any other member of the Company Group, if the Grantee is an Employee, Director or Consultant of or to the Company or any other member of the Company Group) except for Permitted Disclosures (a “Prohibited Disclosure or Use”), or (y) commit a breach of the provisions of Section 4 (a “Prohibited Transfer”), or (z) make any statement that is intended to become public, or that should reasonably be expected to become public, and that criticizes, disparages or is derogatory about, or which injures the reputation of, the Company Group or any employee, officer, director, or agent of any member of the Company Group (a “Prohibited Disparagement”).
Prohibition Against Certain Activities. The Grantee agrees that the Grantee will not at any time: (x) disclose or furnish to any other Person or use for the Grantee’s own or any other Person’s account any Confidential or Proprietary Information (other than in the course of the Grantee’s service to the Company or any Subsidiary or other Affiliate, if the Grantee is an Employee, Director or Consultant of or to the Company or any Subsidiary or other Affiliate) except for Permitted Disclosures (a “Prohibited Disclosure or Use”), or (y) commit a breach of the provisions of Section 5 (a “Prohibited Transfer”) or z) make any statement that is intended to become public, or that should reasonably be expected to become public, and that criticizes, ridicules, disparages or is otherwise derogatory of the Company or any Subsidiary or other Affiliate, or any employee, officer, director, member or shareholder of any of them (a “Prohibited Disparagement”).
Prohibition Against Certain Activities. The Employee agrees that (a) the Employee will not at any time during the Employee's employment (other than in the course of such employment) with the Company or any Affiliate thereof, or after a Termination, disclose or furnish to any other Person or use for the Employee's own or any other Person's account any Confidential or Proprietary Information, (b) if the Employee is Terminated, the Employee will not for three years following such Termination directly or indirectly solicit for employment, including without limitation recommending to any subsequent employer the solicitation for employment of, any employee of the Company or any Affiliate thereof, (c) the Employee will not at any time during the Employee's employment with the Company or any Affiliate thereof or after a Termination publish or make any disparaging statements about the Company, any Affiliate or any of their directors, officers or employees, under circumstances where it is reasonably foreseeable that the statements will be made public. A disparaging statement is a communication which, if made public, would tend to malign the business or reputation of the person about whom such statement is made, and (d) the Employee will not breach the provisions of Section 3.1 hereof (any activity prohibited by clause (a), (b), (c) or (d) of this Section 4.1 being referred to as a "Prohibited Activity").
Prohibition Against Certain Activities. The Optionee agrees that the Optionee will not at any time disclose or furnish to any other Person or use for the Optionee’s own or any other Person’s account any Confidential or Proprietary Information (other than in the course of the Optionee’s service to the Company or any Affiliate, if the Optionee is an employee or director of, or consultant to the Company or any Affiliate) except for Permitted Disclosures (a “Prohibited Disclosure or Use”). In addition, the Optionee agrees that the Optionee will not during the time the Optionee provides services to the Company or any of its Subsidiaries as an employee, director or consultant and until the second anniversary of the date of the Optionee’s Termination (the “Restricted Period”): (A) engage in any Prohibited Solicitation (as defined below), or (B) engage in any Competitive Activity (as defined below).
Prohibition Against Certain Activities. Each Shareholder agrees that such Shareholder will not at any time (a) disclose or furnish to any other Person or use for such Shareholder’s own or any other Person’s account any Confidential or Proprietary Information (other than in the course of such Shareholder’s employment with the Company, if such Shareholder is an employee of the Company) except for Permitted Disclosures (a “Prohibited Disclosure”), (b) directly or indirectly solicit for employment, including without limitation, recommending to any subsequent employer the solicitation for employment of, any employee of the Company or any Affiliate thereof (provided, that this clause (b) shall expire on the second anniversary of the Relevant Date) (a “Prohibited Solicitation”) and (c) commit a breach of the provisions of Section 3.1 (a “Prohibited Transfer”).
Prohibition Against Certain Activities. The Optionee agrees that the Optionee will not at any time: (x) disclose or furnish to any other Person or use for the Optionee’s own or any other Person’s account any Confidential or Proprietary Information (other than in the course of the Optionee’s service to the Company or any Subsidiary or other Affiliate, if the Optionee is an Employee, or Director of, or Consultant to the Company or any Subsidiary or other Affiliate) except for Permitted Disclosures (a “Prohibited Disclosure or Use”), or (y) commit a breach of the provisions of Section 8(a) (a “Prohibited Transfer”), or (z) make any statement that is intended to become public, or that should reasonably be expected to become public, and that criticizes, ridicules, disparages or is otherwise derogatory of the Company or any Subsidiary or other Affiliate, or any employee, officer, director, member or stockholder of any of them (a “Prohibited Disparagement”).
Prohibition Against Certain Activities. In consideration of the purchase of Seller's business, each of Seller and the Shareholder hereby covenant and agree to not, directly or indirectly, either for its own benefit or for the benefit of any other person, without the prior written consent of the Buyer, compete with the Buyer (and for purposes of this Section 5, ABuyer@ shall include all of Buyer's affiliated entities, including, without limitation, JV Web, Inc.) in any geographic area in which it does business for a period terminating on the later to occur of: (i) five (5) years beginning on the Closing Date, or (ii) the time at which the Seller or Shareholder ceases to be, directly or indirectly, a shareholder of Buyer, including without limitation any of the following acts, which acts shall be considered violations of this Section 5:
(a) Engaging in any manner in the sweepstakes industry, including without limitation, owning, participating in, or otherwise have an interest in any show or program similar to The National Sweepstakes Show, distributing any newspaper, magazine or written supplements similar to Sweepstakes News, or otherwise being engaged in the sweepstakes industry from an industry or entertainment perspective ;
(b) Canvas, solicit, accept or perform any type of work similar to that conducted by the Seller for any customer of Seller or customer of Buyer;
(c) Request or advise any customer of the Seller or Buyer to withdraw, curtail or cancel any of its business with the Seller or Buyer;
(d) Assist any person in soliciting any customer of the Seller or Buyer for the performance of any type of work performed by the Seller or Buyer;
(e) Induce or attempt to influence any employee of the Seller or Buyer to terminate his or her employment with the Seller or Buyer;
(f) Disclose or communicate to any other person, firm, or corporation the names of any customers of the Seller or Buyer or other knowledge of the operations and business of the Seller or Buyer, or otherwise disclose or reveal any Confidential Information;
(g) Employ or cause to be employed any individual employed by the Seller prior to the Closing or by the Buyer at any time during the term of this Agreement;
(h) Overtly do or perform any act that is designed or intended to materially and adversely affect the goodwill or operation and business of the Seller or Buyer; or
(i) Request, advise or attempt to influence any person which is a source of materials, supplies, personnel, services, funds or information for the Seller or Bu...
