Restrictive Covenants of Orthodontist. (a) Orthodontist agrees and acknowledges that, until the later of (i) the expiration of the fifth anniversary of the date of this Agreement, or (ii) five years from the date Orthodontist becomes a shareholder of the Orthodontic Entity, Orthodontist will devote Orthodontist's full business time and attention to rendering professional services on behalf of the Orthodontic Entity and in furtherance of the Orthodontic Entity's best interest. (b) Orthodontist hereby agrees that during the period set forth in SECTION above and for a period of two (2) years after the termination of this Agreement for any reason other than termination of this Agreement as to the Orthodontist pursuant to SECTION hereof, Orthodontist will not (i) directly or indirectly establish, operate or provide orthodontist services at any orthodontic office, clinic or other facility providing services similar to those provided by the Orthodontic Entity or engage or participate in or finance any business which engages in direct competition with the business being conducted by AOI Group, in either case, anywhere within __ miles of any Premises, (ii) directly or indirectly compete with the Orthodontic Entity or member of the AOI Group in any way, (iii) act as an officer, director, employee, consultant, shareholder, lender, guarantor or agent of, or otherwise assist any entity which is engaged in any business of the same nature as, or in direct competition with, the business in which the AOI Group is now engaged or other business in which the AOI Group becomes engaged, or (iv) induce or attempt to influence any employee of the AOI Group to terminate his or her employment, or to hire any such employee, whether or not so induced or influenced, except that any such employee may be hired with the prior written consent of AOI. (c) Orthodontist agrees that in the event of a breach of SECTION above, Orthodontist shall pay to Apple an amount equal to the greater of (i) $200,000, and (ii) an amount equal to the gross cash receipts of the Orthodontic Entity for the preceding twelve (12) months. (d) Orthodontist agrees that in the event of a breach of SECTION above, Orthodontist shall pay to Apple an amount equal to the greater of (i) $200,000, and (ii) an amount equal to the gross cash receipts of the Orthodontic Entity for the preceding twelve (12) months. (e) Orthodontist acknowledges and recognizes that enforcement of SECTIONS and above by Apple will not interfere with Orthodontist's ability to pursue a proper livelihood. Orthodontist agrees that the noncompetition restrictions set forth in this Agreement are reasonable as to time and geographic area. Notwithstanding the foregoing, however, this SECTION shall not prohibit Orthodontist or any of his or her Affiliates (including the Orthodontic Entity) from purchasing or holding an aggregate publicly traded equity interest of up to 2%, so long as Orthodontist and his or her affiliates (including the Orthodontic Entity and the other orthodontist owning an equity interest in the Orthodontic Entity) do not purchase or hold an aggregate equity interest of more than 5% in any business in direct competition with the AOI Group.
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Restrictive Covenants of Orthodontist. (a) Orthodontist agrees and acknowledges that, until the later of (i) the expiration of the fifth anniversary of the date of this Agreement, or (ii) five years from the date Orthodontist becomes a shareholder of the Orthodontic Entity, Orthodontist will devote Orthodontist's full business time and attention to rendering professional services on behalf of the Orthodontic Entity and in furtherance of the Orthodontic Entity's best interest.
(b) Orthodontist hereby agrees that during the period set forth in SECTION above and for a period of two (2) years after the termination of this Agreement for any reason other than termination of this Agreement as to the Orthodontist pursuant to SECTION hereof, Orthodontist will not (i) directly or indirectly establish, operate or provide orthodontist services at any orthodontic office, clinic or other facility providing services similar to those provided by the Orthodontic Entity or engage or participate in or finance any business which engages in direct competition with the business being conducted by AOI Group, in either case, anywhere within __ miles of any Premises, (ii) directly or indirectly compete with the Orthodontic Entity or member of the AOI Group in any way, (iii) act as an officer, director, employee, consultant, shareholder, lender, guarantor or agent of, or otherwise assist any entity which is engaged in any business of the same nature as, or in direct competition with, the business in which the AOI Group is now engaged or other business in which the AOI Group becomes engaged, or (iv) induce or attempt to influence any employee of the AOI Group to terminate his or her employment, or to hire any such employee, whether or not so induced or influenced, except that any such employee may be hired with the prior written consent of AOI.
(c) Orthodontist agrees that in the event of a breach of SECTION above, Orthodontist shall pay to Apple an amount equal to the greater of (i) $200,000, and (ii) an amount equal to the gross cash receipts of the Orthodontic Entity for the preceding twelve (12) months.
(d) Orthodontist agrees that in the event of a breach of SECTION above, Orthodontist shall pay to Apple an amount equal to the greater of (i) $200,000, and (ii) an amount equal to the gross cash receipts of the Orthodontic Entity for the preceding twelve (12) months.
(e) Orthodontist acknowledges and recognizes that enforcement of SECTIONS and above by Apple or AOI will not interfere with Orthodontist's ability to pursue a proper livelihood. Orthodontist agrees that the noncompetition restrictions set forth in this Agreement are reasonable as to time and geographic area. Notwithstanding the foregoing, however, this SECTION shall not prohibit Orthodontist or any of his or her Affiliates (including the Orthodontic Entity) from purchasing or holding an aggregate publicly traded equity interest of up to 2%, so long as Orthodontist and his or her affiliates (including the Orthodontic Entity and the other orthodontist owning an equity interest in the Orthodontic Entity) do not purchase or hold an aggregate equity interest of more than 5% in any business in direct competition with the AOI Group.
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Restrictive Covenants of Orthodontist. (a) Orthodontist agrees and acknowledges that, until the later of (i) the expiration of the fifth anniversary of the date of this Agreement, or (ii) five years from the date Orthodontist becomes a shareholder of the Orthodontic Entity, Orthodontist will devote Orthodontist's full business time and attention to rendering professional services on behalf of the Orthodontic Entity and in furtherance of the Orthodontic Entity's best interest.
(b) Orthodontist hereby agrees that during the period set forth in SECTION 5.2(a) above and for a period of two (2) years after the termination of this Agreement for any reason other than termination of this Agreement as to the Orthodontist pursuant to SECTION 9.3 hereof, Orthodontist will not (i) directly or indirectly establish, operate or provide orthodontist services at any orthodontic office, clinic or other facility providing services similar to those provided by the Orthodontic Entity or engage or participate in or finance any business which engages in direct competition with the business being conducted by AOI Group, in either case, anywhere within __ 25 miles of any Premises, (ii) directly or indirectly compete with the Orthodontic Entity or member of the AOI Group in any way, (iii) act as an officer, director, employee, consultant, shareholder, lender, guarantor or agent of, or otherwise assist any entity which is engaged in any business of the same nature as, or in direct competition with, the business in which the AOI Group is now engaged or other business in which the AOI Group becomes engaged, or (iv) induce or attempt to influence any employee of the AOI Group to terminate his or her employment, or to hire any such employee, whether or not so induced or influenced, except that any such employee may be hired with the prior written consent of AOI.
(c) Orthodontist agrees that in the event of a breach of SECTION 5.2(a) above, Orthodontist shall pay to Apple an amount equal to the greater of (i) $200,000, and (ii) an amount equal to the gross cash receipts of the Orthodontic Entity for the preceding twelve (12) months.
(d) Orthodontist agrees that in the event of a breach of SECTION 5.2(b) above, Orthodontist shall pay to Apple an amount equal to the greater of (i) $200,000, and (ii) an amount equal to the gross cash receipts of the Orthodontic Entity for the preceding twelve (12) months.
(e) Orthodontist acknowledges and recognizes that enforcement of SECTIONS 5.2(a) and 5.2(b) above by Apple will not interfere with Orthodontist's ability to pursue a proper livelihood. Orthodontist agrees that the noncompetition restrictions set forth in this Agreement are reasonable as to time and geographic area. Notwithstanding the foregoing, however, this SECTION 5.2 shall not prohibit Orthodontist or any of his or her Affiliates (including the Orthodontic Entity) from purchasing or holding an aggregate publicly traded equity interest of up to 2%, so long as Orthodontist and his or her affiliates (including the Orthodontic Entity and the other orthodontist owning an equity interest in the Orthodontic Entity) do not purchase or hold an aggregate equity interest of more than 5% in any business in direct competition with the AOI Group.
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Restrictive Covenants of Orthodontist. (a) Orthodontist agrees and acknowledges that, until the later of (i) the expiration of the fifth anniversary of the date of this Agreement, or (ii) five years from the date Orthodontist becomes a shareholder of the Orthodontic Entity, Orthodontist will devote Orthodontist's full business time and attention to rendering professional services on behalf of the Orthodontic Entity and in furtherance of the Orthodontic Entity's best interest.
(b) Orthodontist hereby agrees that during the period set forth in SECTION 5.2(a) above and for a period of two (2) years after the termination of this Agreement for any reason other than termination of this Agreement as to the Orthodontist pursuant to SECTION 9.3 hereof, Orthodontist will not (i) directly or indirectly establish, operate or provide orthodontist services at any orthodontic office, clinic or other facility providing services similar to those provided by the Orthodontic Entity or engage or participate in or finance any business which engages in direct competition with the business being conducted by AOI Group, in either case, anywhere within __ 50 miles of any Premises, (ii) directly or indirectly compete with the Orthodontic Entity or member of the AOI Group in any way, (iii) act as an officer, director, employee, consultant, shareholder, lender, guarantor or agent of, or otherwise assist any entity which is engaged in any business of the same nature as, or in direct competition with, the business in which the AOI Group is now engaged or other business in which the AOI Group becomes engaged, or (iv) induce or attempt to influence any employee of the AOI Group to terminate his or her employment, or to hire any such employee, whether or not so induced or influenced, except that any such employee may be hired with the prior written consent of AOI.
(c) Orthodontist agrees that in the event of a breach of SECTION 5.2(a) above, Orthodontist shall pay to Apple an amount equal to the greater of (i) $200,000, and (ii) an amount equal to the gross cash receipts of the Orthodontic Entity for the preceding twelve (12) months.
(d) Orthodontist agrees that in the event of a breach of SECTION 5.2(b) above, Orthodontist shall pay to Apple an amount equal to the greater of (i) $200,000, and (ii) an amount equal to the gross cash receipts of the Orthodontic Entity for the preceding twelve (12) months.
(e) Orthodontist acknowledges and recognizes that enforcement of SECTIONS 5.2(a) and 5.2(b) above by Apple will not interfere with Orthodontist's ability to pursue a proper livelihood. Orthodontist agrees that the noncompetition restrictions set forth in this Agreement are reasonable as to time and geographic area. Notwithstanding the foregoing, however, this SECTION 5.2 shall not prohibit Orthodontist or any of his or her Affiliates (including the Orthodontic Entity) from purchasing or holding an aggregate publicly traded equity interest of up to 2%, so long as Orthodontist and his or her affiliates (including the Orthodontic Entity and the other orthodontist owning an equity interest in the Orthodontic Entity) do not purchase or hold an aggregate equity interest of more than 5% in any business in direct competition with the AOI Group.
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Restrictive Covenants of Orthodontist. (a) Orthodontist agrees and acknowledges that, until the later of (i) the expiration of the fifth anniversary of the date of this Agreement, or (ii) five years from the date Orthodontist becomes a shareholder of the Orthodontic Entity, Orthodontist will devote Orthodontist's full business time and attention to rendering professional services on behalf of the Orthodontic Entity and in furtherance of the Orthodontic Entity's best interest.
(b) Orthodontist hereby agrees that during the period set forth in SECTION 5.2(a) above and for a period of two (2) years after the termination of this Agreement for any reason other than termination of this Agreement as to the Orthodontist pursuant to SECTION 9.3 hereof, Orthodontist will not (i) directly or indirectly establish, operate or provide orthodontist services at any orthodontic office, clinic or other facility providing services similar to those provided by the Orthodontic Entity or engage or participate in or finance any business which engages in direct competition with the business being conducted by AOI Group, in either case, anywhere within __ 50 miles of any Premises, (ii) directly or indirectly compete with the Orthodontic Entity or member of the AOI Group in any way, (iii) act as an officer, director, employee, consultant, shareholder, lender, guarantor or agent of, or otherwise assist any entity which is engaged in any business of the same nature as, or in direct competition with, the business in which the AOI Group is now engaged or other business in which the AOI Group becomes engaged, or (iv) induce or attempt to influence any employee of the AOI Group to terminate his or her employment, or to hire any such employee, whether or not so induced or influenced, except that any such employee may be hired with the prior written consent of AOI.
(c) Orthodontist agrees that in the event of a breach of SECTION 5.2(a) above, Orthodontist shall pay to Apple an amount equal to the greater of (i) $200,000, and (ii) an amount equal to the gross cash receipts of the Orthodontic Entity for the preceding twelve (12) months.
(d) Orthodontist agrees that in the event of a breach of SECTION 5.2(b) above, Orthodontist shall pay to Apple an amount equal to the greater of (i) $200,000, and (ii) an amount equal to the gross cash receipts of the Orthodontic Entity for the preceding twelve (12) months.
(e) Orthodontist acknowledges and recognizes that enforcement of SECTIONS 5.2(a) and 5.2(b) above by Apple or AOI will not interfere with Orthodontist's ability to pursue a proper livelihood. Orthodontist agrees that the noncompetition restrictions set forth in this Agreement are reasonable as to time and geographic area. Notwithstanding the foregoing, however, this SECTION 5.2 shall not prohibit Orthodontist or any of his or her Affiliates (including the Orthodontic Entity) from purchasing or holding an aggregate publicly traded equity interest of up to 2%, so long as Orthodontist and his or her affiliates (including the Orthodontic Entity and the other orthodontist owning an equity interest in the Orthodontic Entity) do not purchase or hold an aggregate equity interest of more than 5% in any business in direct competition with the AOI Group.
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