Common use of Restriction on Competition Clause in Contracts

Restriction on Competition. The Executive agrees that, during the Noncompetition Period, the Executive shall not, and shall not permit any of his Affiliates to: (a) engage directly in Competition in any Restricted Territory; or (b) directly be or become an officer, director, stockholder, owner, co-owner, Affiliate, partner, promoter, employee, agent, representative, designer, consultant, advisor, manager, licensor, sublicensor, licensee or sublicensee of, for or to, or otherwise be or become associated with or acquire or hold (of record, beneficially or otherwise) any direct or indirect interest in, any Person that engages directly or indirectly in Competition in any Restricted Territory: Provided, however, that the Executive may, without violating this Section 1, own, as a passive investment, shares of capital stock of a publicly held corporation that engages in Competition if (i) such shares are actively traded on an established national securities market in the United States, (ii) the number of shares of such corporation's capital stock that are owned beneficially (directly or indirectly) by the Executive and the number of shares of such corporation's capital stock that are owned beneficially (directly or indirectly) by the Executive's Affiliates collectively represent less than five percent of the total number of shares of such corporation's capital stock outstanding, and (iii) neither the Executive nor any Affiliate of the Executive is otherwise associated directly or indirectly with such corporation or with any Affiliate of such corporation.

Restriction on Competition. The 1.1 Executive agrees that, during the Noncompetition Period, the Executive he shall not, and shall not permit any of his Affiliates to: : (a) engage directly or indirectly in Competition in any Restricted Territory; or (b) directly or indirectly be or become an officer, director, stockholdershareholder, owner, co-owner, Affiliate, partner, promoter, employee, agent, representative, designer, consultant, advisor, manager, investor, licensor, sublicensor, licensee or sublicensee of, for or to, or otherwise be or become associated with or acquire or hold (of record, beneficially or otherwise) any direct or indirect interest in, any Person or entity that engages directly or indirectly in Competition in any Restricted Territory: Provided; provided, however, that the Executive may, without violating this Section 1, own, as a passive investment, shares of capital stock of a publicly publicly-held corporation that engages in Competition if the following three conditions are satisfied: (i) such shares the securities held are actively traded on an established national securities market in the United States, (ii) the number of shares of such corporation's capital stock that are entity’s equity securities collectively owned beneficially (directly or indirectly) by the Executive and the number of shares of such corporation's capital stock that are owned beneficially (directly or indirectly) by the Executive's his Affiliates collectively represent less than five one-half of one percent (.5%) of the total number of shares equity securities of such corporation's capital stock entity outstanding, and (iii) neither the Executive nor any Affiliate of the Executive is his Affiliates are otherwise associated directly or indirectly with such corporation entity or with any Affiliate of such corporationentity.

Restriction on Competition. The Executive Employee agrees that, during the Noncompetition Period, the Executive Employee shall not, and Employee shall not permit any of ensure that his Affiliates todo not: (a) engage directly or indirectly in Competition in any part of the Restricted Territory; or (b) directly or indirectly be or become an officer, director, stockholder, owner, co-owner, Affiliate, partner, promoter, employee, agent, representative, designer, consultant, advisor, manager, licensor, sublicensor, licensee advisor or sublicensee manager of, for or to, or otherwise be or become associated with or acquire or hold (of record, beneficially or otherwise) any direct or indirect interest in, any any: (i) Specified Competitor; or (ii) other Person that engages directly or indirectly in Competition in any part of the Restricted Territory: Provided; provided, however, that the Executive Employee may, without violating this Section 1, own, as a passive investment, shares of capital stock of a publicly publicly-held corporation that engages in Competition if if: (i) such shares are actively traded on an established national securities market in the United States, ; (ii) the number of shares of such corporation's ’s capital stock that are owned beneficially (directly or indirectly) by the Executive Employee and the number of shares of such corporation's ’s capital stock that are owned beneficially (directly or indirectly) by the Executive's Affiliates of Employee collectively represent less than five one percent of the total number of shares of such corporation's ’s capital stock outstanding, ; and (iii) neither the Executive Employee nor any Affiliate of the Executive Employee is otherwise associated directly or indirectly with such corporation or with any Affiliate of such corporation.

Restriction on Competition. The Executive In order to induce the Company to consummate the Merger and for other good and valuable consideration as provided herein, Employee agrees that, during the Noncompetition Period, the Executive Employee shall not, and shall not permit any of his Affiliates to: (a) engage directly or indirectly in Competition in any Restricted Territory; or (b) directly or indirectly be or become an officer, director, stockholder, owner, co-owner, Affiliate, partner, promoter, employee, agent, representative, designer, consultant, advisor, manager, licensor, sublicensor, licensee or sublicensee of, for or to, or otherwise be or become associated with or acquire or hold (of record, beneficially or otherwise) any direct or indirect interest in, any Person that engages directly or indirectly in Competition in any Restricted Territory: Provided; provided, however, that the Executive Employee may, without violating this Section 1, own, as a passive investment, shares of capital stock of a publicly publicly-held corporation that engages in Competition if (i) such shares are actively traded on an established national securities market in the United States, (ii) the number of shares of such corporation's capital stock that are owned beneficially (directly or indirectly) by the Executive Employee and the number of shares of such corporation's capital stock that are owned beneficially (directly or indirectly) by the ExecutiveEmployee's Affiliates collectively represent less than five one percent of the total number of shares of such corporation's capital stock outstanding, and (iii) neither the Executive Employee nor any Affiliate of the Executive Employee is otherwise associated directly or indirectly with such corporation or with any Affiliate of such corporation.

Restriction on Competition. The Executive agrees that, during the Noncompetition Period, the Executive [he/she] shall not, and shall not permit any of his [his/her] Affiliates to: (a) engage directly or indirectly in Competition in any Restricted Territory; or (b) directly or indirectly be or become an officer, director, stockholder, owner, co-owner, Affiliate, partner, promoter, employee, agent, representative, designer, consultant, advisor, manager, licensor, sublicensor, licensee or sublicensee of, for or to, or otherwise be or become associated with or acquire or hold (of record, beneficially or otherwise) any direct or indirect interest in, any Person that engages directly or indirectly in Competition in any Restricted Territory: Provided; provided, however, that the Executive __________ may, without violating this Section 1, own, as a passive investment, shares of capital stock of a publicly publicly-held corporation that engages in Competition if (i) such shares are actively traded on an established national securities market in the United States, (ii) the number of shares of such corporation's capital stock that are owned beneficially (directly or indirectly) by the Executive _________ and the number of shares of such corporation's capital stock that are owned beneficially (directly or indirectly) by the Executive's Affiliates of _________ collectively represent less than five two percent of the total number of shares of such corporation's capital stock outstanding, and (iii) neither the Executive ________ nor any Affiliate of the Executive _________ is otherwise associated directly or indirectly with such corporation or with any Affiliate of such corporation.

Restriction on Competition. The Executive agrees that, during the Noncompetition Period, the Executive shall not, and shall not permit any of his Affiliates to: (a) engage directly or indirectly in Competition in any Restricted Territory; or (b) directly or indirectly be or become an officer, director, stockholder, owner, co-owner, Affiliate, partner, promoter, employee, agent, representative, designer, consultant, advisor, manager, licensor, sublicensor, licensee or sublicensee of, for or to, or otherwise be or become associated with or acquire or hold (of record, beneficially or otherwise) any direct or indirect interest in, any Person that engages directly or indirectly in Competition in any Restricted Territory: Provided; provided, however, that the Executive may, without violating this Section 15.2, own, as a passive investment, shares of capital stock of a publicly publicly-held corporation that engages in Competition if (i) such shares are actively traded on an established national securities market in the United States, (ii) the number of shares of such corporation's ’s capital stock that are owned beneficially (directly or indirectly) by the Executive and the number of shares of such corporation's ’s capital stock that are owned beneficially (directly or indirectly) by the Executive's ’s Affiliates collectively represent less than five one percent of the total number of shares of such corporation's ’s capital stock outstanding, and (iii) neither the Executive nor any Affiliate of the Executive is otherwise associated directly or indirectly with such corporation or with any Affiliate of such corporation.

Restriction on Competition. The Executive Each Shareholder agrees that, during the Noncompetition Period, the Executive such Shareholder shall not, and shall not permit any of his its Affiliates or Representatives to: : (ai) engage directly or indirectly in Competition in any Restricted Territory; or or (bii) directly or indirectly be or become an officer, director, stockholder, owner, co-owner, Affiliate, partner, promoter, employee, agent, representative, designer, consultant, advisor, managerRepresentative, licensor, sublicensor, licensee or sublicensee of, for or to, or otherwise be or become associated with or acquire or hold (of record, beneficially or otherwise) any direct or indirect interest in, any Person that engages directly or indirectly in Competition in any Restricted Territory: Provided; provided, however, that the Executive such Shareholder may, without violating the restrictions set forth in this Section 12, own, as a passive investment, shares of capital stock of a publicly held corporation that engages in Competition if (ia) such shares are actively traded on an established national securities market in the United StatesExchange, (iib) the number of shares of such corporation's capital stock that are owned beneficially (directly or indirectly) by the Executive such Shareholder and the number of shares of such corporation's capital stock that are owned beneficially (directly or indirectly) by the Executivesuch Shareholder's Affiliates and Representatives collectively represent less than five one percent (1%) of the total number of shares of such corporation's outstanding capital stock outstanding, and (iiic) neither the Executive such Shareholder nor any Affiliate of the Executive its Affiliates or Representatives is otherwise associated directly or indirectly with such corporation or with any Affiliate or Representative of such corporation.

Restriction on Competition. The Executive agrees PC and the undersigned shareholder agree that, during the Noncompetition PeriodNon-competition Period and on a worldwide basis, PC and the Executive undersigned shareholder shall not, and shall not permit any of his its Affiliates to: (a) : engage directly in Competition in any Restricted Territory; or (b) directly or be or become an officer, director, stockholdershareholder, owner, co-owner, Affiliate, partner, promoter, employee, agent, representative, designer, consultant, advisor, manager, licensor, sublicensor, licensee or sublicensee of, for or to, or otherwise be or become associated with or acquire or hold (of record, beneficially or otherwise) any direct or indirect interest in, any Person that engages directly or indirectly in Competition in any Restricted Territory: Provided; provided, however, that PC and the Executive undersigned shareholder may, without violating this Section 1, own, as a passive investment, shares of capital stock of a publicly publicly-held corporation that engages in Competition if (i) such shares are actively traded on an established national securities market in the United States, (ii) the number of shares of such corporation's capital stock that are owned beneficially (directly or indirectly) by PC and the Executive undersigned shareholder and the number of shares of such corporation's capital stock that are owned beneficially (directly or indirectly) by the ExecutiveCompany's Affiliates collectively represent less than five one percent (1%) of the total number of shares of such corporation's capital stock outstanding, and (iii) neither the Executive Company nor any Affiliate of the Executive Company is otherwise associated directly or indirectly with such corporation or with any Affiliate of such corporation.

Restriction on Competition. The Executive Employee agrees that, during the Noncompetition Period, the Executive Employee shall not, and shall not permit any of his Affiliates to: (a) engage directly or indirectly in Competition in any Restricted TerritoryCompetition; or (b) directly or indirectly be or become an officer, director, stockholder, owner, co-owner, Affiliate, partner, promoter, employee, agent, representative, designer, consultant, advisor, manager, licensor, sublicensor, licensee or sublicensee of, for or to, or otherwise be or become associated with or acquire or hold (of record, beneficially or otherwise) any direct or indirect interest in, any Person that engages directly or indirectly in Competition in any Restricted Territory: ProvidedCompetition; provided, however, that the Executive Employee may, without violating this Section 1provision, own, as a passive investment, shares of capital stock of a publicly publicly-held corporation that engages in Competition if (i) such shares are actively traded on an established national securities market in the United States, (ii) the number of shares of such corporation's capital stock that are owned beneficially (directly or indirectly) by the Executive Employee and the number of shares of such corporation's capital stock that are owned beneficially (directly or indirectly) by the ExecutiveEmployee's Affiliates collectively represent less than five one percent of the total number of shares of such corporation's capital stock outstanding, and (iii) neither the Executive Employee nor any Affiliate of the Executive Employee is otherwise associated directly or indirectly with such corporation or with any Affiliate of such corporation.

Restriction on Competition. The Executive Employee agrees that, during the Noncompetition Period, the Executive Employee shall not, and shall not permit any of his Affiliates the Employee's Controlled Persons to: (a) engage directly or indirectly in Competition in any Restricted Territory; or (b) directly or indirectly be or become an officer, director, stockholder, owner, co-owner, AffiliateControlled Person, partner, promoter, employee, agent, representative, designer, consultant, advisor, manager, licensor, sublicensor, licensee licensor or sublicensee sublicensor of, for or to, or otherwise be or become associated with or acquire or hold (of record, beneficially or otherwise) any direct or indirect interest in, any Person that engages directly or indirectly in Competition in any Restricted Territory: Provided; provided, however, that the Executive Employee may, without violating this Section 1, own, as a passive investment, shares of capital stock of a publicly publicly-held corporation that engages in Competition if (i) such shares are actively traded on an established national securities market in the United States, (ii) the number of shares of such corporation's capital stock that are owned beneficially (directly or indirectly) by the Executive Employee and the number of shares of such corporationEmployee's capital stock that are owned beneficially (directly or indirectly) by the Executive's Affiliates Controlled Persons collectively represent less than five one percent of the total number of shares of such corporation's capital stock outstanding, and (iii) neither the Executive Employee nor any Affiliate Controlled Person of the Executive Employee is otherwise associated directly or indirectly with such corporation or with any Affiliate of such corporation.

Restriction on Competition. The Executive Stockholder agrees that, during the Noncompetition Period, the Executive Stockholder shall not, and shall not permit any of his Affiliates to: (a) engage directly or indirectly in Competition in any Restricted Territory; or (b) directly or indirectly be or become an officer, director, stockholder, owner, co-owner, Affiliate, partner, promoter, employee, agent, representative, designer, consultant, advisor, manager, licensor, sublicensor, licensee or sublicensee of, for or to, or otherwise be or become associated with or acquire or hold (of record, beneficially or otherwise) any direct or indirect interest in, any Person that engages directly or indirectly in Competition in any Restricted Territory: Provided; provided, however, that the Executive Stockholder may, without violating this Section 1, own, as a passive investment, shares of capital stock of a publicly publicly-held corporation that engages in Competition if (i) such shares are actively traded on an established national securities market in the United States, (ii) the number of shares of such corporation's capital stock that are owned beneficially (directly or indirectly) by the Executive Stockholder and the number of shares of such corporation's capital stock that are owned beneficially (directly or indirectly) by the ExecutiveStockholder's Affiliates collectively represent less than five one percent of the total number of shares of such corporation's capital stock outstanding, and (iii) neither the Executive Stockholder nor any Affiliate of the Executive Stockholder is otherwise associated directly or indirectly with such corporation or with any Affiliate of such corporation.

Restriction on Competition. The Executive Employee agrees that, during the Noncompetition Period, the Executive Employee shall not, and shall not permit any of his Affiliates to: (a) engage directly or indirectly in Competition in any Restricted Territory; or or 102 (b) directly or indirectly be or become an officer, director, stockholder, owner, co-owner, Affiliate, partner, promoter, employee, agent, representative, designer, consultant, advisor, manager, licensor, sublicensor, licensee or sublicensee manager of, for or to, or otherwise be or become associated with or acquire or hold (of record, beneficially or otherwise) any direct or indirect interest in, any Person (or any division, group or other subset or operating unit of any Person) that engages directly generates or indirectly derives, from time to time in a twelve-month period, more than 15% of its total sales or gross profits from in direct or indirect engagement in Competition in any Restricted Territory: Provided; provided, however, that the Executive Employee may, without violating this Section 1, own, as a passive investment, shares of capital stock of a publicly publicly-held corporation that engages in Competition if (i) such shares are actively traded on an established national securities market in the United States, (ii) the number of shares of such corporation's capital stock that are owned beneficially (directly or indirectly) by the Executive and Employee plus the number of shares of such corporation's capital stock that are owned beneficially (directly or indirectly) by the ExecutiveEmployee's Affiliates represent collectively represent less than five percent 5% of the total number of shares of such corporation's capital stock outstanding, and (iii) neither the Executive Employee nor any Affiliate of the Executive Employee is otherwise associated directly or indirectly with such corporation or with any Affiliate of such corporation.