Remainco Group Non-Compete Sample Clauses

Remainco Group Non-Compete. (i) For a period of two (2) years following the Separation Effective Time, without the prior written consent of RMT Partner, Remainco agrees not to directly or indirectly, and not to permit any of its Group to, engage in, manage or operate, anywhere in the world, or own an equity interest in any Person who engages in, manages or operates anywhere in the world, in any business that competes with the RMT Partner Restricted Business (a “Competing RMT Partner Business”); provided, however, that nothing herein shall preclude Remainco or any of its Group from:
Sample 1
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Remainco Group Non-Compete. (i) For the period commencing on the Distribution Date and ending on the date which is three (3) years following the Distribution Date (the “Restricted Period”), without the prior written consent of Merger Partner, Xxxxxxxx agrees not to, directly or indirectly, and not to permit any member of the Remainco Group to, engage in, manage or operate, anywhere in the world, or own an Equity Interest in any Person who engages in, manages or operates anywhere in the world, any Merger Partner Restricted Business; provided that nothing in this Agreement shall preclude any member of the Remainco Group from: A. engaging in, operating or managing (or owning any Equity Interests in any Entity that engages in, operates or manages) any Permitted Business; B. acquiring and, after such acquisition, owning any Equity Interest for passive investment purposes only (provided that none of the members of the Remainco Group exercise control of or otherwise manages, operates or engages in the Merger Partner Restricted Business of such Person) in any Person (or its successor) that is engaged in a Merger Partner Restricted Business if such Merger Partner Restricted Business generated less than Eighty Million Dollars ($80,000,000) of such Person’s consolidated annual revenues in the last completed fiscal year of such Person; C. owning two percent (2%) or less of the outstanding Equity Interest of any Person whose shares are listed on a stock exchange; provided that such Equity Interests are held for passive investment purposes only and none of the members of the Remainco Group exercise Control of (or otherwise manages, operates or engages in the Merger Partner Restricted Business of) such Person; D. acquiring and, after such acquisition, owning a controlling Equity Interest in any Person or Persons, collectively, (or its or their successor, successors, business or businesses) that are (directly or indirectly through Controlled Affiliates) engaged in a Merger Partner Restricted Business, provided that (1) other than the Entities identified in Schedule 1.12(a)(i)(D) the revenue generated from the Merger Partner Restricted Businesses of such Person or Persons, collectively, was less than One Hundred Forty Million Dollars ($140,000,000) of such Person’s or Persons’ consolidated annual revenues in the aggregate in the last completed fiscal year of such Person or Persons, collectively, and (2) if the revenue generated from the Merger Partner Restricted Businesses of such Person or Persons, ...
Sample 1

Related to Remainco Group Non-Compete

  • Non-Competition During Employment Executive agrees during the Basic Term, and any extension of the Basic Term under this Agreement, he will not compete with the Company by engaging in the conception, design, development, production, marketing, or servicing of any product or service that is substantially similar to the products or services which the Company provides, and that he will not work for, in any capacity, assist, or became affiliated with as an owner, partner, etc., either directly or indirectly, any individual or business which offer or performs services, or offers or provides products substantially similar to the services and products provided by Company.

  • Non-Compete During the term of this Agreement and for a period of twelve (12) months following the Director’s removal or resignation from the Board of Directors of the Company or any of its subsidiaries or affiliates (the “Restricted Period”), the Director shall not, directly or indirectly, (i) in any manner whatsoever engage in any capacity with any business competitive with the Company’s current lines of business or any business then engaged in by the Company, any of its subsidiaries or any of its affiliates (the “Company’s Business”) for the Director’s own benefit or for the benefit of any person or entity other than the Company or any subsidiary or affiliate; or (ii) have any interest as owner, sole proprietor, stockholder, partner, lender, director, officer, manager, employee, consultant, agent or otherwise in any business competitive with the Company’s Business; provided, however, that the Director may hold, directly or indirectly, solely as an investment, not more than one percent (1%) of the outstanding securities of any person or entity which is listed on any national securities exchange or regularly traded in the over-the-counter market notwithstanding the fact that such person or entity is engaged in a business competitive with the Company’s Business. In addition, during the Restricted Period, the Director shall not develop any property for use in the Company’s Business on behalf of any person or entity other than the Company, its subsidiaries and affiliates.

  • Non-Competition Period The "non-competition period" shall begin on January 1, 2011 and shall end twelve (12) months after the Employee’s termination of employment; provided, however, that the “non-competition period” shall end on the date Employee’s employment ends in the event of Employee’s termination for “good reason” (as defined in paragraph 6(d)), or Employee’s termination without “cause” (as defined in paragraph 3(d)).

  • Noncompetition Period For the purpose of Section 9 of this Section, “Noncompetition Period” shall mean the period of employment hereunder and the period commencing on the date of termination of employment and ending 12 months thereafter. If employee is found to have violated the covenants contained herein during the Noncompetition Period such Noncompetition Period shall be extended for a period equal to the amount of time the Employee is found to have been in non-compliance.

  • Post-Employment Covenants (a) Executive hereby reaffirms and agrees to abide by all confidentiality and nondisclosure obligations, nonsolicitation obligations, noncompetition obligations and any other post-employment obligations to which Executive is subject under any contract or agreement between Executive and the Company as well as the Illinois Trade Secrets Act, any other Illinois statute and Illinois common law.

  • Nonsolicitation of Company’s Employees Executive agrees that during the term of this Agreement and for a period of one (1) year after the termination of this Agreement, Executive will not, either directly or indirectly, separately or in association with others, interfere with, impair, disrupt or damage Company’s business by soliciting, encouraging or attempting to hire any of Company’s employees or causing others to solicit or encourage any of Company’s employees to discontinue their employment with Company.

  • Nonsolicitation of Employees While employed by the Company and for a period of six (6) months thereafter, Executive shall not directly or indirectly, for himself or for any other person, firm, corporation, partnership, association or other entity, attempt to employ or enter into any contractual arrangement with any employee or former employee of the Company, unless such employee or former employee has not been employed by the Company for a period in excess of six months.

  • Post-Employment Restrictions 17.1 For the duration of your employment with the Company and for a period of twelve (12) months after the termination thereof for any cause, you shall not:

  • Post-Employment Activities 6.1 During the term of employment hereunder, and for a period of one year after termination of employment, regardless of the reason for such termination other than by the Corporation or Partnership without Cause or by the Executive for Good Reason, the Executive shall not directly or indirectly become employed by, act as a consultant to, or otherwise render any services to any person, corporation, partnership or other entity which is engaged in, or about to become engaged in, the retail shopping center business or any other business which is competitive with the business of the Corporation, the Partnership or any of their subsidiaries nor shall Executive use Executive's talents to make any such business competitive with the business of the Corporation, the Partnership or any of their subsidiaries. For the purpose of this Section, a retail shopping center business or other business shall be deemed to be competitive if it involves the ownership, operation, leasing or management of any retail shopping centers which draw from the same related trade area, which is deemed to be within a radius of 10 miles from the location of (a) any then existing shopping centers of the Corporation, the Partnership or any of their subsidiaries or (b) any proposed centers for which the site is owned or under contract, is under construction or is actively being negotiated. The Executive shall be deemed to be directly or indirectly engaged in a business if Executive participates therein as a director, officer, stockholder, employee, agent, consultant, manager, salesman, partner or individual proprietor, or as an investor who has made advances or loans, contributions to capital or expenditures for the purchase of stock, or in any capacity or manner whatsoever; provided, however, that the foregoing shall not be deemed to 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.

  • Covenant Not to Solicit Employees The Executive agrees not to solicit the services of any officer or employee of the Employer for one year after the Executive’s employment termination.

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