Restricted Covenants. The provisions of Section 6 of this Agreement (including without limitation the defined terms used therein) represent the entire understanding of the parties with respect to the subject matter set forth in Section 6. For the avoidance of doubt, the parties acknowledge and agree that the provisions of Section 6 shall supersede any similar provisions contained in that certain Amended and Restated Limited Liability Company Agreement of HEI Acquisition, LLC (the “LLC Agreement”) with respect to the subject matter of Section 6.
Restricted Covenants. (A) Executive recognizes and acknowledges that the Company, through the expenditure of considerable time and money, has developed and will continue to develop in the future, information concerning customers, clients, marketing, business and operational methods of the Company and its customers or clients, contracts, financial or other data, technical data or any other confidential or proprietary information possessed, owned or used by the Company, and that the same are confidential and proprietary, and are "confidential information" of the Company. In consideration of his employment by the Company hereunder, Executive agrees that he will not, without the consent of the Board, make any disclosure of confidential information now or hereafter possessed by the Company to any person, partnership, corporation or entity either during or after the term hereunder, except to employees of the Company or its subsidiaries or affiliates, as may be necessary in the regular course of the Company's business and except as may be required pursuant to any court order, judgment or decision from any court of competent jurisdiction. The foregoing shall not apply to information which is in the public domain on the date hereof; which, after it is disclosed to Executive by the Company is published or becomes part of the public domain through no fault of Executive; which is known to Executive prior to disclosure thereof to him by the Company as evidenced by his written records; or, after Executive is no longer employed by the Company, which is thereafter disclosed to Executive in good faith by a third party who was not under any obligation of confidence or secrecy to the Company with respect to such information at the time of disclosure to him. The provisions of this Section shall continue in full force and effect notwithstanding any termination of Executive's employment under this Agreement for a period of six (6) months following said termination of employment.
Restricted Covenants. 6.1 The Supplier shall not, during the term of this Agreement or any extensions thereof, either directly or indirectly, whether by itself or through or in conjunction with any other party or howsoever otherwise:
6.1.1 divert or attempt to drive any business or customer of the Company to any competitor or any other party, or do or perform any other act injurious or prejudicial to the goodwill associated with the Company's reputation; or
6.1.2 enter into any contracts or arrangements with any other party so as to directly or indirectly compete in any way with the business of the Company; or
6.1.3 employ or seek to employ any person who is at that time employed by the Company or agents or representatives of the Company, or otherwise induce such person to leave his/her employment; or
6.1.4 Xxxxx on or be involved in any other similar projects except the projects as stipulated in the Term Sheets.
Restricted Covenants. As partial consideration for the Company entering into this Agreement, the Consultant agrees that at all times during the Term of this Agreement and continuing for a period of twelve (12) months following the expiration or termination of the Consultant’s engagement under this Agreement for any reason (the “Restricted Period”), the Consultant shall not, directly or indirectly, without the prior written consent of the Company, any place in the world: (A) engage or participate, directly or indirectly, as an owner, partner, shareholder (except as the holder of not more than five percent (5%) of the outstanding stock of a publicly-traded company), member, adviser, consultant, employee sales representative, officer, director, agent or otherwise, in any Competitive Business (as defined below); (B) without limiting the generality of the foregoing, solicit any customer of the Company to purchase from any source other than the Company any product or service which is distributed, sold or provided by the Company during the term of Consultant’s engagement or as of the date of termination or expiration of the Consultant’s engagement or otherwise interfere with any relationship between the Company and any customer or former customer of the Company; (C) solicit any employee, consultant or advisor to the Company to leave the employ of or cease consulting or advising for the Company or solicit or request any employee of or consultant or advisor to the Company to join the employ of, or begin consulting or advising for any individual or entity which directly or indirectly competes with the Company and (D) without limiting the generality of any of the herein clauses, solicit any supplier, distributor, manufacturer, licensor, or licensee of the Company to cease doing any business with, or to limit or alter its business relationship with, the Company. As used herein, a “Competitive Business” shall mean a business which is directly or indirectly competitive with the business of the Company as conducted at the time of the expiration or termination of Consultant’s engagement or the expiration or termination of this Agreement.
Restricted Covenants a. For a period of one year after Employee’s last day of employment with Company, Employee agrees that he shall not directly or indirectly solicit or attempt to solicit from Company or its related entities, or knowingly employ, retain or use the services of any employee or independent contractor who was employed or contracted by Company or its related entities during Employee’s employment with Company.
b. For a period of one year after Employee’s last day of employment with Company, Employee agrees that he will not, on behalf of himself or any person or entity that engages in a Competing Business (as defined below) or is attempting to engage in a Competing Business, directly or indirectly solicit, deal with, or provide service to any person, firm or corporation who or which was a customer of Company at any time during the period that Employee was employed by Company.
c. For a period of one year after Employee’s last day of employment with Company, Employee agrees that he will not directly or indirectly have any involvement, or ownership interest in, or participate in the financing, operation, management or control of, any person, firm, corporation or business that engages in a Competing Business. It is agreed that ownership of no more than one percent (1%) of the outstanding voting stock of a publicly traded corporation shall not constitute a violation of this provision.
d. For the purposes of these restrictions, a “Competing Business” is a person, firm, corporation or business that is providing or developing competing products and/or services in the optics or photonic solutions industries or another line of products or services that Company develops or provides during Employee’s employment with Company.
Restricted Covenants. Except as specifically modified herein, the restrictive covenants set forth on Exhibit B of any of the RSU Award Agreements remain in full force and effect. Notwithstanding the foregoing, for the purpose of subparagraph (b) of Exhibit B to any of the RSU Award Agreements, the definition of “Protected Period” shall mean, except with respect to KKR & Co. L.P., the Carlyle Group, Xxxx Capital, The Blackstone Group, L.P., Oaktree Capital Management, Starwood Capital Group, Colony Capital, LLC, Xxxxxxxxx Real Estate Partners, Xxxxxx Xxxxxx & Co., AREA Property Investors, and Xxxxxx Street Capital, LLC, together with all of their respective subsidiaries, affiliates and investment funds, the later of (x) September 30, 2013; or (y) ninety (90) days following the date that you cease providing any services to the Company or any of its affiliates.
Restricted Covenants. (a) Colony Capital and Barrack hereby agree that (a) Sections 2, 3 and 4 of the Restrictive Covenant Agreement (and the defined terms solely used therein) shall terminate and no longer be effective as of April 1, 2021 and (b) the remaining provisions of the Restrictive Covenant Agreement shall survive the termination of Barrack’s employment with Colony Capital in accordance with their respective terms; provided, that, (i) for purposes of clarification, Company Materials (as defined in the Restrictive Covenant Agreement) do not include any Materials (as defined in the Restrictive Covenant Agreement) that Barrack makes or conceives, solely or jointly, after April 1, 2021 and (ii) Section 8 of the Restrictive Covenant Agreement shall survive only with respect to Sections 5 through 7 thereunder except both Colony Capital and Barrack shall be entitled to seek injunctive relief pursuant to such Section with respect to a breach of threatened breach of Section 6 of the Restrictive Covenant Agreement.
(b) Barrack shall not, during the period commencing on the date hereof and ending on the later to occur of (x) the third anniversary of the Closing Date and (y) that date on which Barrack is longer a director of Colony Capital, directly or indirectly, in any manner: (i) engage in the Restricted Business (other than through Colony Capital and its Affiliates); (ii) render any services as an employee, officer, director or consultant to any Person (other than Colony Capital and its Affiliates) engaged in the Restricted Business; 122687108v9 or (iii) make an investment in a Person engaged in the Restricted Business as a partner, shareholder, principal, member or other owner of Equity Securities; provided, however, nothing contained in this Agreement shall restrict Barrack from (x) engaging in any activity that he determines in good faith is in furtherance of the interests of Colony Capital in the performance of his duties for Colony Capital and/or (y) engaging in any Permitted Activity. In addition, nothing herein shall prohibit Barrack from providing services to an entity engaged in the Restricted Business if Barrack’s services are solely limited to a unit, division, or subsidiary of such entity which does not engage in the Restricted Business and Barrack does not provide services directly or indirectly to, or with respect to, the Restricted Business. The parties agree that the remedy at law for any breach of this Section 5.1(b) is and will be inadequate, and in the event...
Restricted Covenants. For purposes of this Section 3, the term “Company” shall include, in addition to the Company, its affiliates, subsidiaries and any of their respective predecessors, successors and assigns.
Restricted Covenants. Optionee covenants and agrees that while employed by the Company or any Subsidiary and for one (1) year following termination of Optionee’s employment (whether initiated by Optionee or the Company) (the “Non-Compete Period”), Optionee shall not:
Restricted Covenants. 8.1 The Service Provider shall not, during the term of this Agreement or any extensions thereof, either directly or indirectly, whether by himself or through or in conjunction with any other party or howsoever otherwise:-
8.1.1 divert or attempt to drive any business or customer, including but not limited to the Clients, of the Company to any competitor or any other party, or do or perform any other act injurious or prejudicial to the goodwill associated with the Company's reputation; or
8.1.2 enter into any contracts or arrangements with any other company or individual so as to directly or indirectly compete in any way with the business of the Company; or
8.1.3 employ or seek to employ any person who is at that time employed by the Company or agents or representatives of the Company, or otherwise induce such person to leave his employment; or
8.1.4 carry on or be involved in any other similar projects except the projects as stipulated in the Term Sheets.
