Common use of Restriction on Competition Clause in Contracts

Restriction on Competition. Stockholder agrees that, during the Restricted Period, Stockholder shall not, and Stockholder shall ensure that his Affiliates do 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 or other employee, director, stockholder, owner, co-owner, Affiliate, partner, promoter, agent, representative, designer, consultant, advisor or manager of, for or to, or otherwise be or become associated with or acquire or hold any direct or indirect interest in, any Person that engages directly or indirectly in Competition in any part of the Restricted Territory; provided, however, that Stockholder may, without violating this Section 2: (i) own, as a passive investment, shares of capital stock of a publicly-held corporation that engages in Competition if: (A) such shares are actively traded on an established national securities market in the United States; (B) the number of shares of such corporation's capital stock that are owned beneficially by Stockholder and the number of shares of such corporation's capital stock that are owned beneficially by Affiliates of Stockholder collectively represent less than one percent (1%) of the total number of shares of such corporation's capital stock outstanding; and (C) neither Stockholder nor any Affiliate of Stockholder is otherwise associated directly or indirectly with such corporation or with any Affiliate of such corporation; and (ii) work for a division, entity or subgroup of a company that engages in Competition, provided that: (A) such division, entity or subgroup does not itself engage in Competition; and (B) Stockholder does not engage in Competition in the performance of services for such division, entity or subgroup or for such company generally.

Restriction on Competition. The Stockholder agrees that, during the Restricted Noncompetition Period, the Stockholder shall not, and Stockholder shall ensure that not permit any of his Affiliates do notto: (a) engage directly or indirectly in Competition in any part of the Restricted Territory; or (b) directly or indirectly be or become an officer or other employeeofficer, director, stockholder, owner, co-owner, proprietor, Affiliate, partner, promoter, employee, agent, representative, designer, consultant, advisor advisor, manager, licensor, sublicensor, licensee or manager 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 part of the Restricted Territory; 2 provided, however, that the Stockholder may, without violating this Section 2: 1, (i) perform his obligations under any employee agreement executed by the Purchaser and the Stockholder substantially contemporaneously with the execution and delivery of this Agreement (an "Employment Agreement") and (ii) own, as a passive investment, shares of capital stock of a publicly-held corporation that engages in Competition if: if (Ai) such shares are actively traded on an established national securities market in the United States; , (Bii) the number of shares of such corporation's capital stock that are owned beneficially (directly or indirectly) by the Stockholder and the number of shares of such corporation's capital stock that are owned beneficially (directly or indirectly) by the Stockholder's Affiliates of Stockholder collectively represent less than one percent (1%) of the total number of shares of such corporation's capital stock outstanding; , and (Ciii) neither the Stockholder nor any Affiliate of the Stockholder is otherwise associated directly or indirectly with such corporation or with any Affiliate of such corporation; and (ii) work for a division, entity or subgroup of a company that engages in Competition, provided that: (A) such division, entity or subgroup does not itself engage in Competition; and (B) Stockholder does not engage in Competition in the performance of services for such division, entity or subgroup or for such company generally.

Restriction on Competition. Stockholder The Key Employee agrees that, during the Restricted Noncompetition Period, Stockholder the Key Employee shall not, and Stockholder shall ensure that not permit any of his Affiliates do notto: (a) engage directly or indirectly in Competition in any part of the Restricted Territory; or (b) directly or indirectly be or become an officer or other employeeofficer, director, stockholder, owner, co-owner, Affiliate, partner, promoter, employee, agent, representative, designer, consultant, advisor advisor, manager, licensor, sublicensor, licensee or manager 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 part of the Restricted Territory; provided, however, that Stockholder the Key Employee may, without violating this Section 2: (i) 1, own, as a passive investment, shares of capital stock of a publicly-held corporation that engages in Competition if: if (Ai) such shares are actively traded on an established national securities market in the United States; , (Bii) the number of shares of such corporation's ’s capital stock that are owned beneficially (directly or indirectly) by Stockholder the Key Employee and the number of shares of such corporation's ’s capital stock that are owned beneficially (directly or indirectly) by the Key Employee’s Affiliates of Stockholder collectively represent less than one percent (1%) of the total number of shares of such corporation's ’s capital stock outstanding; , and (Ciii) neither Stockholder the Key Employee nor any Affiliate of Stockholder the Key Employee is otherwise associated directly or indirectly with such corporation or with any Affiliate of such corporation; and (ii) work for a division, entity or subgroup of a company that engages in Competition, provided that: (A) such division, entity or subgroup does not itself engage in Competition; and (B) Stockholder does not engage in Competition in the performance of services for such division, entity or subgroup or for such company generally.

Restriction on Competition. Stockholder agrees that, during the Restricted Noncompetition Period, Stockholder shall not, and Stockholder shall ensure that his Affiliates do 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 or other employeeofficer, director, stockholder, owner, co-owner, Affiliate, partner, promoter, employee, agent, representative, designer, consultant, advisor or manager of, for or to, or otherwise be or become associated with or acquire or hold any direct or indirect interest in, any Person that engages directly or indirectly in Competition in any part of the Restricted Territory; provided, however, that Stockholder may, without violating this Section 2: (i) 1, own, as a passive investment, shares of capital stock of a publicly-held corporation that engages in Competition if: (Ai) such shares are actively traded on an established national securities market in the United States; (Bii) the number of shares of such corporation's ’s capital stock that are owned beneficially by Stockholder and the number of shares of such corporation's ’s capital stock that are owned beneficially by Affiliates of Stockholder collectively represent less than one percent (1%) of the total number of shares of such corporation's ’s capital stock outstanding; and (Ciii) neither Stockholder nor any Affiliate of Stockholder is otherwise associated directly or indirectly with such corporation or with any Affiliate of such corporation; and (ii) work for a division, entity or subgroup of a company that engages in Competition, provided that: (A) such division, entity or subgroup does not itself engage in Competition; and (B) Stockholder does not engage in Competition in the performance of services for such division, entity or subgroup or for such company generally.

Restriction on Competition. Stockholder The Key Employee agrees that, during the Restricted Noncompetition Period, Stockholder the Key Employee shall not, and Stockholder shall ensure that not permit any of his Affiliates do notto: (a) engage directly or indirectly in Competition in any part of the Restricted Territory; or (b) directly or indirectly be or become an officer or other employeeofficer, director, stockholder, owner, co-owner, Affiliate, partner, promoter, employee, agent, representative, designer, consultant, advisor advisor, manager, licensor, sublicensor, licensee or manager 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 part of the Restricted Territory; provided, however, that Stockholder the Key Employee may, without violating this Section 2: (i) 1, own, as a passive investment, shares of capital stock of a publicly-held corporation that engages in Competition if: if (Ai) such shares are actively traded on an established national securities market in the United States; States and/or Canada, (Bii) the number of shares of such corporation's ’s capital stock that are owned beneficially (directly or indirectly) by Stockholder the Key Employee and the number of shares of such corporation's ’s capital stock that are owned beneficially (directly or indirectly) by the Key Employee’s Affiliates of Stockholder collectively represent less than one percent (1%) of the total number of shares of such corporation's ’s capital stock outstanding; , and (Ciii) neither Stockholder the Key Employee nor any Affiliate of Stockholder the Key Employee is otherwise associated directly or indirectly with such corporation or with any Affiliate of such corporation; and (ii) work for a division, entity or subgroup of a company that engages in Competition, provided that: (A) such division, entity or subgroup does not itself engage in Competition; and (B) Stockholder does not engage in Competition in the performance of services for such division, entity or subgroup or for such company generally.

Restriction on Competition. Stockholder agrees that, during the Restricted Period, Stockholder shall not, and Stockholder shall ensure that his Affiliates do 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 or other employee, director, stockholder, owner, co-owner, Affiliate, partner, promoter, agent, representative, designer, consultant, advisor or manager of, for or to, or otherwise be or become associated with or acquire or hold any direct or indirect interest in, any Person that engages directly or indirectly in Competition in any part of the Restricted Territory; provided, however, that Stockholder may, without violating this Section 2: (i) , own, as a passive investment, shares of capital stock of a publicly-held corporation that engages in Competition if: (Ai) such shares are actively traded on an established national securities market in the United States; (Bii) the number of shares of such corporation's ’s capital stock that are owned beneficially by Stockholder and the number of shares of such corporation's ’s capital stock that are owned beneficially by Affiliates of Stockholder collectively represent less than one percent (1%) of the total number of shares of such corporation's ’s capital stock outstanding; and (Ciii) neither Stockholder nor any Affiliate of Stockholder is otherwise associated directly or indirectly with such corporation or with any Affiliate of such corporation; and (ii) work for a division, entity or subgroup of a company that engages in Competition, provided that: (A) such division, entity or subgroup does not itself engage in Competition; and (B) Stockholder does not engage in Competition in the performance of services for such division, entity or subgroup or for such company generally.

Restriction on Competition. Stockholder 1.1 The Company agrees that, during the Restricted Non-competition Period, Stockholder the Company shall not, and Stockholder shall ensure that his not, subject to the provisions of Section 18(c) hereof, permit any of its Affiliates do notto: (a) engage directly or indirectly in Competition in any part of the Restricted Territory; or (b) directly or indirectly be or become an officer or other employee, director, a stockholder, owner, co-owner, Affiliate, partner, promoter, agent, representative, designer, consultant, advisor owner or manager Affiliate 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 part Restricted Territory, other than in connection with a Company Change in Control; provided, that, upon a Change in Control of the Restricted Territory; Company, such COC Buyer shall assume (by operation of law or otherwise) the Company’s obligations under this Agreement, subject to the provisions of Section 18(c) hereof. provided, however, that Stockholder the Company may, without violating this Section 2: (i) 1, own, as a passive investment, shares of capital stock of a publicly-held corporation that engages in Competition if: if (Ai) such shares are actively traded on an established national securities market in the United States; , (Bii) the number of shares of such corporation's ’s capital stock that are owned beneficially (directly or indirectly) by Stockholder the Company and the number of shares of such corporation's ’s capital stock that are owned beneficially (directly or indirectly) by the Company’s Affiliates of Stockholder collectively represent less than one percent (1%) of the total number of shares of such corporation's ’s capital stock outstanding; , and (Ciii) neither Stockholder the Company nor any Affiliate of Stockholder the Company is otherwise associated directly or indirectly with such corporation or with any Affiliate of such corporation; and (ii) work for a division, entity or subgroup of a company that engages in Competition, provided that: (A) such division, entity or subgroup does not itself engage in Competition; and (B) Stockholder does not engage in Competition in the performance of services for such division, entity or subgroup or for such company generally.