Restricted Activity. (i) Participant agrees that during the term of Participant’s employment, Participant shall not, directly or indirectly, as a director, officer, employee, agent, partner or equity owner of any entity (except as owner of less than 4.9% of the shares of the publicly traded stock of a corporation which Participant does not have in fact the power to control or direct), or in any other manner directly or indirectly engage in any activity or business competitive in any manner with the activities or business of the Company.
(ii) For a period of one year after Participant’s Date of Termination, with respect to any services, products, or business pursuits competitive with those of the Company, Participant shall not, directly or indirectly, whether as a director, officer, employee, consultant, agent, partner, equity owner of any entity (except as owner of less than 4.9% of the shares of the publicly traded stock of a corporation which Participant does not have in fact the power to control or direct), participant, proprietor, manager, operator, independent contractor, representative, advisor, trustee, or otherwise, solicit or otherwise deal in any way with any of the clients or customers of the Company:
(A) with whom Participant in the course of employment by the Company acquired a relationship or had dealings,
(B) with respect to whom Participant in the course of employment by the Company was privy to material or proprietary information, or
(C) with respect to whom Participant was otherwise involved in the course of employment by the Company, whether in a supervisory, managerial, consultative, policy-making, or other capacity involving other Company employees who had direct dealings with such clients and customers. Such clients and customers include any client or customer to whom the Company sold services or products in the two years prior to the Date of Termination, any prospective client or customer of the Company for whom a proposal was prepared or to whom any other marketing presentation was made within the year prior to the Date of Termination, or any prospective client or customer for whom pursuit was actively planned by the Company within the year prior to the Date of Termination and in respect of whom the Company has not determined to cease such pursuit.
(iii) For a period of one year after the Date of Termination, Participant shall not (including without limitation on behalf of, for the benefit of, or in conjunction with or as part of, any other person or en...
Restricted Activity. (a) During the period that Executive is employed by Company, and for the period twelve months after the Termination Date (the “Non-Competition Period”), Executive shall not, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any manner (collectively, “Be Involved With”), including, without limitation, as an officer, director, employee, distributor, independent contractor, independent representative, partner, consultant, advisor, agent, proprietor, trustee or investor, any Competing Business (defined below); provided, however, that ownership of 4.9% or less of the stock or other securities of a corporation, the stock of which is listed on a national securities exchange or otherwise publicly traded shall not constitute a breach of this Section 5, so long as Executive does not in fact have the power to control, or direct the management of, or is not otherwise engaged in prohibited activities with, such corporation. Notwithstanding the foregoing, Executive may Be Involved With an entity (including its affiliates), twenty percent (20%) or more of the business of which is not in material competition with Company but that engages in some business (“Limited Business”) substantially similar to the whole, or at least twenty percent (20%) of the business conducted by Company, provided, however, that Executive in not personally involved in the day to day operations of the Limited Business, and the Limited Business either does not report to Executive or, if it does, it is less than twenty percent (20%) of the business that reports to Executive, and Executive complies with Sections 5.2(c) and 5.3. The foregoing is not intended to limit Executive’s ability as an outside vendor to provide goods or services of a non-competitive nature to any entity or person.
(b) For purposes of this Section 5.2, the term “Competing Business” shall mean any business or venture which is substantially similar to the whole, or any part of the business that is at least twenty percent (20%) of, the business conducted by Company (prior to any Change in Control of Company), and which is in material competition with Company, and the term “affiliate” of any person or entity shall mean any other person or entity directly or indirectly controlling, controlled by or under common control with such particular person or entity, where “control” means the possession, directly or indirectly, of the power to direct the manag...
Restricted Activity. (a) The Participant shall not, while employed by the Company and for a period of one year following his/her Date of Termination:
(i) without the prior written consent of the Committee, directly or indirectly engage or assist any person engaging in any Competitive Business individually, or as an officer, director, employee, agent, consultant, owner, partner, lender, manager, member, principal or in any other capacity, or render any services to any entity that is engaged in any Competitive Business; provided, however, that the Participant’s ownership of 1% of any class of equity security of any entity engaged in any Competitive Business shall not be deemed a breach of this paragraph 5(a) provided such securities are listed on a national securities exchange or quotation system or have been registered under Section 12(g) of the Securities Exchange Act of 1934, as amended; or
(ii) directly or indirectly divert, take away, solicit, or assist others in soliciting any current or prospective customer, supplier, independent contractor or service provider of the Company or any subsidiary or otherwise interfere with the relationship between the Company or any subsidiary and any current or prospective customer, service provider, supplier, independent contractor or stockholder; or
(iii) directly or indirectly induce any person to leave employment with the Company, or solicit for employment other than on behalf of the Company, offer employment to, or employ, any person who was an employee of the Company, in each case within six months of such inducement, solicitation or offer.
(b) If the Participant engages in any activity described in paragraph 5(a) without the written consent of the Committee, the Company, as determined by the Committee in its sole discretion, may terminate this Agreement and forfeit all of the Restricted Stock Units (whether vested or unvested), and the Participant shall immediately pay to the Company in cash the amount of any Financial Gain realized by the Participant from the vesting of the Restricted Stock Units, provided that such vesting occurred within one year from the date that the Participant engaged in such Restricted Activity. The Committee may, in its sole discretion, recover any amount owed by the Participant by setting off such amount against any amount or award that would otherwise be granted or paid by the Company to the Participant, reducing any future compensation or benefit to the Participant or any combination thereof.
Restricted Activity. (a) During the period that Executive is employed by the Company, and for a period of one year after the Termination Date (the “Non-Competition Period”), Executive shall not, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any manner, including, without limitation, as an officer, director, employee, distributor, independent contractor, independent representative, partner, consultant, advisor, agent, proprietor, trustee or investor, any Competing Business (defined below); provided, however, that ownership of 4.9% or less of the stock or other securities of a corporation, the stock of which is listed on a national securities exchange shall not constitute a breach of this Section 5, so long as the Executive does not in fact have the power to control, or direct the management of, or is not otherwise engaged in activities with, such corporation.
(b) For purposes of this Section 5.2, the term “Competing Business” shall mean any business or venture which is substantially similar to the whole or any significant part of the business conducted by Company, and which is in material competition with the Company, and the term “Affiliate” of any person or entity shall mean any other person or entity directly or indirectly controlling, controlled by or under common control with such particular person or entity, where “control” means the possession, directly or indirectly, of the power to direct the management and policies of a person or entity whether through the ownership of voting securities, contract, or otherwise.
Restricted Activity. Despite anything to the contrary in Paragraph 5, 6 or 8 of these Terms and Conditions, the Participant’s Stock Units (whether vested or unvested) shall be forfeited and the Corporation shall have no obligation to distribute the Stock Units to the Participant (or the Participant’s beneficiary) pursuant to Paragraph 6, or to pay any Dividend Equivalents pursuant to Paragraph 3, if the Participant:
(a) at any time after the date of these Terms and Conditions, has divulged, directly or indirectly, or used for the Participant’s own or another’s benefit, any Confidential Information; or
(b) at any time after the date of these Terms and Conditions and through a period of twelve (12) months after the Participant ceases to be employed by the Corporation or any of its Subsidiaries for any reason, has Solicited, or assisted in the Solicitation of, any Client or Prospective Client; or solicited, encouraged, advised, induced or caused any employee of the Corporation or any of its Subsidiaries to terminate his or her employment with the Corporation or any of its Subsidiaries, or provided any assistance, encouragement, information, or suggestion to any person or entity regarding the solicitation or hiring of any employee of the Corporation or any of its Subsidiaries; provided, however, that this clause (b) shall not prohibit the Participant’s Solicitation of any Client or Prospective Client with whom he or she had a business relationship prior to the start of his or her employment with the Corporation, provided that no Confidential Information, directly or indirectly, is used in such Solicitation.
(c) If the Participant shall have so engaged in any such activity described in clause (a) through (c) above without the written consent of the Corporation, the Participant’s Stock Units (whether vested or unvested) shall be forfeited to the Corporation by notice in writing to the Participant within a reasonable period of time after the Corporation acquires knowledge of the Participant’s violation of this Paragraph 7. Any failure by the Participant to comply with this Paragraph 7 shall entitle the Corporation, as determined by the Committee in its sole discretion, to (i) cancel and terminate all of the Participant’s unexercised, unexpired, unpaid or deferred Stock Units (whether vested or unvested) under the Plan, and (ii) rescind any exercise, payment or delivery with respect to any Stock Units occurring within twelve (12) months prior to, or at any time following, the date of ...
Restricted Activity. As used in this Agreement "Restricted ------------------- Activity" shall mean participation or involvement, direct or indirect, either as principal, agent, proprietor, shareholder, P.C., creditor, subcontractor, administrator, physician, medical director, officer,
Restricted Activity. The Credit Union reserves the right to refuse the processing of any transaction on your account that violates a Federal or State law or regulation. We also reserve the right to close your account based upon restricted transaction activity.
Restricted Activity. In the event that the Executive’s employment terminates as specified in this Section 3.4, Executive agrees not to engage in any Restricted Activity (as defined below) during the Continuance Period. If the Executive engages in any Restricted Activity during the Continuance Period, all continuing payments and benefits to which the Executive otherwise may be entitled pursuant to Section 3.4 will cease immediately. For purposes of this Agreement, the Executive will be deemed to have engaged in “Restricted Activity” if the Executive, without the written consent of the Board, works as an employee, officer, director, consultant, contractor, adviser, or agent of any of the following companies: CSID, Experian, Equifax, TransUnion, Intersections, Affinion, EWS, Credit Karma, AllClearID, and Infoarmor, but only if the Executive’s services for such company is (A) in a business unit that conducts business substantially similar to a business of the Company for which the Executive provided more than de minimis services during the three years prior to the termination of the Executive’s employment with the Company, and (B) in a geographic area in which, at the time of termination of the Executive’s employment with the Company, the Company conducted material business. The Board or CEO may revise the list of applicable companies (which list shall not exceed ten companies) at any time upon notice to the Executive, provided that no changes shall be permitted on or after the eleventh business day following the Executive’s termination of employment.
Restricted Activity. For purposes of this Agreement, the term “Restricted Activity” shall mean the Business or activities relating to the Business.
Restricted Activity. Except as otherwise provided in subsection 6(e), for purposes of this Agreement, the term "Restricted Activity" shall mean any of (i) the Land Records Business (defined below) and (ii) the business of providing software or information management outsourcing services to the Secretary of State of Illinois and to the Recorder of Cook Xxxnty, Illinois. "Land Records Business" means the business of providing (A) products or services directly or indirectly related to the recording and maintenance of land records (including deeds, mortgages, deeds of trust, and other documents affecting title to real property) to the office of the clerk, recorder or other similar office of county and local governments, including, but not limited to, information management outsourcing services relating to land records management, micrographic reproduction of land records, recreation of land records, and computerized indexing and imaging of land records maintained by those governmental authorities and (B) title plant update services.
