Scope of Covenant. Should the duration, geographical area or range or proscribed activities contained in Paragraph 8(a) above be held unreasonable by any court of competent jurisdiction, then such duration, geographical area or range of proscribed activities shall be modified to such degree as to make it or them reasonable and enforceable.
Scope of Covenant. The obligations of the Executive under Section 6.1 shall apply to any geographic area in which the Corporation has engaged in business during the Term.
Scope of Covenant. The Executive agrees that during the Term and ----------------- for a period equal to the longer of (i) one (1) year commencing upon the expiration or termination of the Executive's employment hereunder (for any reason whatsoever) or (ii) the period during which the Executive is entitled to receive and is receiving any payment pursuant to Section 5 hereof, the Executive shall not, directly or indirectly, for himself or on behalf of or in conjunction with any other person, persons, company, partnership, corporation or business of whatever nature, without the prior written consent of the Company:
(i) engage, as an officer, director, shareholder, owner, partner, joint venturer, or in a managerial capacity, whether as an employee, independent contractor, consultant or advisor, or as a sales representative, in any business selling any products or services in direct competition with the Company within 100 miles of the principal executive offices or the principal operations of the Company (the "Territory");
(ii) call upon any person who is at that time, or who was at any time within one (1) year prior to that time, an employee of the Company (including the respective subsidiaries thereof) in a managerial capacity for the purpose or with the intent of enticing such employee away from or out of the employ of the Company (including the respective subsidiaries thereof), provided that the Executive shall be permitted to call upon and hire any member of his immediate family;
(iii) call upon any person or entity which is, at that time, or which has been, within one (1) year prior to that time, a customer of the Company (including the respective subsidiaries thereof) within the Territory for the purpose of soliciting or selling products or services in direct competition with the Company (including the respective subsidiaries thereof) within the Territory; or
(iv) call upon any prospective acquisition candidate, on the Executive's own behalf or on behalf of any competitor, which candidate was either called upon by the Company (including the respective subsidiaries thereof) or for which the Company (including the respective subsidiaries thereof) made an acquisition analysis, for the purpose of acquiring such entity; provided, however, that nothing in this Section 7(a) shall be construed to -------- ------- preclude the Executive from making any investments in the securities of any business enterprise whether or not engaged in competition with the Company or any of its subs...
Scope of Covenant. Executive agrees that during the Term, and for the one-year period beginning on the Termination Date, Executive shall not, directly or indirectly, for himself or on behalf of or in conjunction with any other Person, without the prior written consent of the Board:
(a) engage as an officer, director, shareholder, owner, partner, joint venturer, or in any managerial capacity, whether as an employee, independent contractor, consultant or advisor (paid or unpaid), or as a sales representative, or otherwise participate, in each case, in any business that sells, markets, or provides any benefits or services within any state in which a WellCare Company is doing business at the time Executive ceases to be employed by the Corporation that are in direct competition with the benefits or services provided by such WellCare Company in such state;
(b) recruit, hire or solicit any employee or former employee of any WellCare Company or encourage any employee of any WellCare Company to leave such WellCare Company's employ, unless such former employee has not been employed by the WellCare Group for a period in excess of six months; provided, however, that the provisions of this clause (b) shall not apply to any member of Executive's immediate family;
(c) call upon any Person who is at the time Executive ceases to be employed by the Corporation, or who was at any time during the one year period prior to the date Executive ceases to be employed by the Corporation, a provider, customer or agent of any WellCare Company for the purpose of soliciting or selling benefits or services that would violate clause (a) above; or
(d) request or advise any provider, customer or agent of any WellCare Company to withdraw, curtail or cancel its business dealings with such WellCare Company; provided, however, that nothing in this Section 5.3.1 shall be construed to preclude Executive from making any investment in the securities of any business enterprise whether or not engaged in competition with any WellCare Company, to the extent that such securities are actively traded on a national securities exchange or in the over-the-counter market in the United States or on any foreign securities exchange, but only if such investment does not exceed two percent (2%) of the outstanding voting securities of such enterprise, provided that such permitted activity shall not relieve the Executive from any other provisions of this Agreement.
Scope of Covenant. Should the duration, geographical area or range or proscribed activities contained in subparagraph (a) above be held unreasonable by any court of competent jurisdiction, then such duration, geographical area or range of proscribed activities shall be modified to such degree as to make it or them reasonable and enforceable.
Scope of Covenant. Should the duration, geographical area or range or prescribed activities contained in subparagraph (a) above be held unreasonable by any court of competent jurisdiction, then such court may modify the duration, geographical area or range of prescribed activities to such degree as to make it or them reasonable and enforceable.
Scope of Covenant. Should the duration, geographical area or range of prescribed activities in Section 11(a) of this Agreement be held unreasonable by any court of competent jurisdiction, then such duration, geographical area or range of prescribed activities shall be modified to such degree as to make it or them reasonable and enforceable.
Scope of Covenant. Executive agrees that during the Term, and for the one-year period beginning on the Termination Date, Executive shall not, directly or indirectly, for himself or on behalf of or in conjunction with any other Person, without the prior written consent of the Board:
(a) engage as an officer, director, shareholder, owner, partner, joint venturer, or in any managerial capacity, whether as an employee, independent contractor, consultant or advisor (paid or unpaid), or as a sales representative, or otherwise participate, in each case, in any business that sells, markets, or provides any benefits or services within any state in which a WellCare Company is doing business at the time Executive ceases to be employed by the Corporation that are in direct competition with the benefits or services provided by such WellCare Company in such state;
(b) recruit, hire or solicit any employee or former employee of any WellCare Company or encourage any employee of any WellCare Company to leave such WellCare Company’s employ, unless such former employee has not been employed by the WellCare Group for a period in excess of six (6) months; provided, however, that the provisions of this clause (b) shall not apply to any member of Executive’s immediate family;
(c) call upon any Person who is at the time Executive ceases to be employed by the Corporation, or who was at any time during the one year period prior to the date Executive ceases to be employed by the Corporation, a provider, customer or agent of any WellCare Company for the purpose of soliciting or selling benefits or services that would violate clause (a) above; or
(d) request or advise any provider, customer or agent of any WellCare Company to withdraw, curtail or cancel its business dealings with such WellCare Company; provided, however, that nothing in this Section 5.3.1 shall be construed to preclude Executive from making any investment in the securities of any business enterprise whether or not engaged in competition with any WellCare Company, to the extent that such securities are actively traded on a national securities exchange or in the over-the-counter market in the United States or on any foreign securities exchange, but only if such investment does not exceed two percent (2%) of the outstanding voting securities of such enterprise, provided that such permitted activity shall not relieve the Executive from any other provisions of this Agreement.
Scope of Covenant. Should the duration or range of proscribed activities contained in paragraph (a) above be held unreasonable by any court of competent jurisdiction, then such duration or range of proscribed activities shall be modified to such degree as to make it or them reasonable and enforceable.
Scope of Covenant. Employee agrees that he shall not, either directly or indirectly, carry on, participate, or engage in, either as employee, employer, principal, agent, consultant, owner, part-owner, co-venturer, officer, director, shareholder, partner, manager, operator, financier, employee, salesman, or in any other individual or representative or participating capacity, any business which develops or markets synthetic blood substitutes or liquid ventilation or glucose biosensor products for a period of two (2) years from the date of separation from SBI in the area of the Continental United States.
