Common use of Promise To Refrain From Competing Clause in Contracts

Promise To Refrain From Competing. Employee understands Company's need for Employee's promise not to compete with Company is based on the following: (a) Company has expended, and will continue to expend, substantial time, money and effort in developing its confidential and proprietary information; (b) Employee will in the course of Employee's employment develop, be personally entrusted with and exposed to such confidential and proprietary information; (c) both during and after the term of Employee's employment, Company will be engaged in the highly competitive laser manufacturing industry; (d) Company provides products and services nationally and may provide products and services internationally in the future; and (e) Company will suffer great loss and irreparable harm if Employee were to enter into competition with Company. Therefore, in exchange for the consideration described in subsection 9.1 above, Employee agrees that for the period of one (1) year following the date Employee ceases to render services to Company (the "Covenant Period"), Employee will not either directly or indirectly, whether as a owner, director, officer, manager, consultant, agent or employee: (i) work for a competitor, which is defined to include any individual, firm, entity or business enterprise that manufactures, sells or distributes lasers, "IPL" and "LED" devices with cosmetic and/or competing medical applications, other than Company (or such parent, affiliate or subsidiary, in any geographical area where Company is now engaged in business, or becomes engaged, during the term of Employee's employment ("Restricted Business"); or (ii) make or hold any investment in any Restricted Business in the United States, whether such investment be by way of loan, purchase of stock or otherwise, provided that there shall be excluded from the foregoing the ownership of not more than one percent (1%) of the listed or traded stock of any publicly held corporation. For purposes of this Section 9, the term "Company" shall mean and include Company, any successor to the business of Company (by merger, consolidation, sale of assets or stock or otherwise) and any other corporation or entity of which Employee may serve as a director, officer or employee at the request of Company or any successor of Company.

Promise To Refrain From Competing. Employee understands Company's need for Employee's promise not to compete with Company is based on the following: (a) Company has expended, and will continue to expend, substantial time, money and effort in developing its confidential and proprietary information; (b) Employee will in the course of Employee's employment develop, be personally entrusted with and exposed to such confidential and proprietary information; (c) both during and after the term of Employee's employment, Company will be engaged in the highly competitive laser manufacturing industry; (d) Company provides products and services nationally and may provide products and services internationally in the future; and (e) Company will suffer great loss and irreparable harm if Employee were to enter into competition with Company. Therefore, in exchange for the consideration described in subsection 9.1 above, Employee agrees that for the period of one two (12) year years following the date Employee is terminated or resigns for good cause (as described in Section 7.3) and ceases to render services to Company (the "Covenant Period"), Employee will not either directly or indirectly, whether as a owner, director, officer, manager, consultant, agent or employee: (i) work for a competitor, which is defined to include any individual, firm, entity or business enterprise that manufactures, sells or distributes lasers, "IPL" and "LED" devices with cosmetic and/or competing medical applications, other than Company (or such parent, affiliate or subsidiary), in any geographical area where Company is now engaged in business, or becomes engaged, during the term of Employee's employment ("Restricted Business"); or (ii) make or hold any investment in any Restricted Business in the United States, whether such investment be by way of loan, purchase of stock or otherwise, provided that there shall be excluded from the foregoing the ownership of not more than one four percent (14%) of the listed or traded stock of any publicly held corporation. In the case of a voluntary resignation by Employee in which Employee receives no Severance Payments, the Covenant Period shall be limited to one (1) year. For purposes of this Section 9, the term "Company" shall mean and include Company, any successor to the business of Company (by merger, consolidation, sale of assets or stock or otherwise) and any other corporation or entity of which Employee may serve as a director, officer or employee at the request of Company or any successor of Company.

Promise To Refrain From Competing. Employee understands Company's need for Employee's promise not to compete with Company is based on the following: (a) Company has expended, and will continue to expend, substantial time, money and effort in developing its confidential and proprietary information; (b) Employee will in the course of Employee's employment develop, be personally entrusted with and exposed to such confidential and proprietary information; (c) both during and after the term of Employee's employment, Company will be engaged in the highly competitive laser manufacturing industry; (d) Company provides products and services nationally and may provide products and services internationally in the future; and (e) Company will suffer great loss and irreparable harm if Employee were to enter into competition with Company. Therefore, in exchange for the consideration described in subsection 9.1 above, Employee agrees that for the period of one (1) year following the date Employee ceases to render services to Company (the "Covenant Period"), Employee will not either directly or indirectly, whether as a owner, director, officer, manager, consultant, agent or employee: (i) work for a competitor, which is defined to include any individual, firm, entity or business enterprise that manufactures, sells or distributes lasers, "IPL" and "LED" devices lasers with cosmetic and/or competing medical applications, other than Company (or such parent, affiliate or subsidiary, in any geographical area where Company is now engaged in business, or becomes engaged, during the term of Employee's employment ("Restricted Business"); or (ii) make or hold any investment in any Restricted Business in the United States, whether such investment be by way of loan, purchase of stock or otherwise, provided that there shall be excluded from the foregoing the ownership of not more than one percent (15%) of the listed or traded stock of any publicly held corporation. For purposes of this Section 9, the term "Company" shall mean and include Company, any successor to the business of Company (by merger, consolidation, sale of assets or stock or otherwise) and any other corporation or entity of which Employee may serve as a director, officer or employee at the request of Company or any successor of Company.

Promise To Refrain From Competing. Employee (i) Executive understands Company's ’s need for Employee's Executive’s promise not to compete with Company is based on the following: (a1) Company has expended, and will continue to expend, substantial time, money and effort in developing its confidential proprietary information and proprietary informationin acquiring the Purchased Products and Related Assets; (b2) Employee Executive will in the course of Employee's Executive’s employment develop, be personally entrusted with and exposed to such confidential and proprietary information; (c3) Company has a legitimate interest in protecting, among other things, its confidential, proprietary information, customer information and goodwill; (4) both during and after the term of Employee's Executive’s employment, Company will be engaged in the a highly competitive laser manufacturing industry; (d5) Company provides products and services nationally and may provide products and services internationally in the futureinternationally; and (e6) Company will suffer great loss and irreparable harm if Employee Executive were to enter into competition with Company. Therefore, in exchange for the consideration described in subsection 9.1 Subsection 9.1(a) above, Employee Executive agrees that for during the period of one Term and during the Covenant Period (1) year following the date Employee ceases to render services to Company (the "Covenant Period"as defined below), Employee Executive will not either not, directly or indirectly, other than on behalf of the Company Group, whether as a an owner, partner, investor, consultant, agent, employee, co-venturer, director, officer, manager, consultantemployee or otherwise, agent engage in or employee: compete with (A) the commercialized and pipeline (both launched and unlaunched) products included in the Purchased Products and Related Assets or (B) any other of the Company Group’s products (in the case of clauses (A) and (B), or compete with their respective fields of use, but excluding branded products in those fields) which are commercialized, developed or in the Company Group’s pipeline (both launched and unlaunched) or otherwise under development, being investigated or contemplating development, or otherwise do anything competitive with any member of the Company Group, in either case, in any geographic area where such products are sold by any member of the Company Group; provided, however, on or after the third (3rd) anniversary of the Closing, Executive may acquire (x) all or substantially all of the assets of a branded product entity or (y) a portfolio of branded products, in each case, in which the acquired product portfolio has some overlap products with any of the products described above, so long as the overlap products are de minimis. For the purposes of this Agreement, “de minimis” shall mean overlap products representing less than ten percent (10%) of net sales of the acquired assets or portfolios; provided that no advertising or promotional activity is directed toward such overlap products (other than price lists, product lists and order forms in the ordinary course of business). Notwithstanding the foregoing, neither Executive’s (i) work for a competitor, which is defined to include any individual, firm, entity or business enterprise that manufactures, sells or distributes lasers, "IPL" and "LED" devices with cosmetic and/or competing medical applications, other than Company (or such parent, affiliate or subsidiary, engagement in any geographical area where Company is now engaged in business, or becomes engaged, during the term of Employee's employment ("Restricted Business"); or Permitted Activities nor (ii) make passive ownership of two percent (2%) or hold any investment in any Restricted Business less of the equity securities of a publicly-traded company shall, solely by reason thereof, constitute a violation on the part of Executive of this Subsection 9.1(b), so long as, in the United Statescause of clause (ii), whether Executive does not participate in the business, operations or management of such investment be by way of loan, purchase of stock or otherwise, provided that there shall be excluded from the foregoing the ownership of not more than one percent (1%) of the listed or traded stock of any publicly held corporation. For purposes of this Section 9, the term "Company" shall mean and include Company, any successor to the business of Company (by merger, consolidation, sale of assets or stock or otherwise) and any other corporation or entity of which Employee may serve as a director, officer or employee at the request of Company or any successor of Companycompany.

Promise To Refrain From Competing. Employee Executive understands Company's ’s need for Employee's Executive’s promise not to compete with Company is based on the following: (a) Company has expended, and will continue to expend, substantial time, money and effort in developing its confidential and proprietary information; (b) Employee Executive will in the course of Employee's Executive’s employment develop, be personally entrusted with and exposed to such confidential and Company’s proprietary information; (c) both during and after the term of Employee's Executive’s employment, Company will be engaged in the highly competitive laser manufacturing portable storage solution industry; (d) Company provides products and services nationally and may provide products and services internationally in the futureinternationally; and (e) Company will suffer great loss and irreparable harm if Employee Executive were to enter into competition with Company. Therefore, in exchange for the consideration described in subsection 9.1 Section 12.1 above, Employee Executive agrees that for the period of one twenty-four (124) year months following the date Employee Executive ceases to render services to Company (the "“Covenant Period"”), Employee Executive will not either directly or indirectly, whether as a an owner, director, officer, manager, consultant, agent or employee: (i) work for a competitorcompetitor of Company, which is defined to include any individualthose entities or persons in the following business segments: rental and sale of containers, firmsecurity offices, entity mobile offices or business enterprise that manufactures, sells or distributes lasers, "IPL" and "LED" devices with cosmetic and/or competing medical applications, other than Company (or such parent, affiliate or subsidiary, in any geographical area where Company is now engaged in businessportable space solutions, or becomes engagedmodular classrooms or any other business that has been undertaken, during or with respect to which substantial steps towards its undertaking have been implemented, by the term of Employee's employment Company prior to the Termination Date utilizing the Company’s products ("the “Restricted Business"); ”) or (ii) make or hold during the Covenant Period any investment in any Restricted Business in the United StatesBusiness, whether such investment be by way of loan, purchase of stock or otherwise, provided that there shall be excluded from the foregoing the ownership of not more than one percent (1%) % of the listed or traded stock of any publicly held corporation. For purposes of this Section 912, the term "“Company" ” shall mean and include Company, any subsidiary or affiliate of Company, any successor to the business of Company (by merger, consolidation, sale of assets or stock or otherwise) and any other corporation or entity of which Employee Executive may serve as a director, officer or employee at the request of Company or any successor of Company. Notwithstanding the foregoing, this Section 12.2 shall not be effective on and after a Change in Control unless Executive confirms in writing to the Company on or after such Change in Control that he agrees to be bound by this Section 12.2 following a Change in Control. In the absence of such written confirmation to the Company, this Section 12.2 shall be of no effect and Executive shall not be entitled to the severance benefits under Section 8.2(a) upon an Involuntary Termination following a Change in Control and shall not be entitled to the equity acceleration set forth in Section 9.