Certain Restrictive Covenants. The Executive covenants and agrees with the Company and each Affiliate of the Company as follows:
(a) He shall not at any time, directly or indirectly, for himself or for any other Person, approach, counsel, solicit, induce or attempt to approach, counsel, solicit or induce any Person employed or engaged by the Company or any Affiliate of the Company, whether such Person is a full-time employee, part-time employee or independent contractor, to terminate his, her or its employment or independent contractor relationship with the Company or any Affiliate of the Company.
(b) He shall not at any time, directly or indirectly, for himself or for any other Person employ, attempt to employ or enter into any contractual arrangement for employment with, engage, attempt to engage or enter into any contractual arrangement for the engagement of, any employee or former employee or independent contractor or former independent contractor of the Company or any Affiliate of the Company, unless such former employee or independent contractor shall not have been employed or engaged by the Company or any Affiliate of the Company for a period of at least one year.
(c) He shall not, while he is employed by the Company and for a period of two years from and after the date that his employment by the Company ceases or terminates for any reason, directly or indirectly, for himself or for any other Person:
(i) acquire or own in any manner any interest in, or loan any amount to, any Person which competes in any manner with the Company or any Affiliate of the Company anywhere in the Territory;
(ii) be employed by or serve as an employee, agent, officer, director or manager of, or as a consultant to, or as an independent contractor or salesperson for, any Person which competes in any manner with the Company or any Affiliate of the Company in the Territory;
(iii) solicit, attempt to solicit, market, sell or provide, or attempt to market, sell or provide, any goods or services to any customer of the Company or any Affiliate of the Company, other than on behalf of the Company or an Affiliate of the Company or unless any such customer has not been a customer of the Company or any Affiliate of the Company for a period of at least one year;
(iv) procure goods or services from any supplier or vendor of the Company or any Affiliate of the Company, other than on behalf of the Company or an Affiliate of the Company or unless any such supplier or vendor has not been a supplier or vendor to the Compa...
Certain Restrictive Covenants. (a) During the Employment Term and, except in the case where the Employment Term has ended as a result of ICG LP electing not to extend the Employment Term pursuant to Section 1 hereof, during the 24-month period following the Date of Termination (the Employment Term and, if applicable, the 24-month period following the Date of Termination, the “Restricted Term”), Executive shall not without the Board’s prior written consent (i) directly or indirectly whether on Executive’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), (ii) solicit or assist in soliciting in competition with ICG LP or any of its Affiliates, the business of any current or actively being pursued prospective customer, client, partner, member, or (iii) invest or engage in, have any equity interest in, or manage or operate (whether as a director, officer, employee, agent, representative, security holder, consultant or otherwise) any business that competes with the business of ICG LP or any of its Affiliates (including, without limitation, businesses which ICG LP or any of its Affiliates had specific plans to conduct in the future and as to which Executive was aware of such planning, and which were not terminated or abandoned by the relevant entity’s board of directors more than one year prior to the date of Executive’s termination (“Specific Plans”)) in any geographical area that is within 50 miles of any geographical area where ICG LP or any of its Affiliates actually does (or has Specific Plans to) provide its products or services (a “Competitive Business”); provided that: (x) Executive shall be permitted to acquire a passive stock or equity interest in such a Competitive Business provided the stock or other equity interest acquired is not more than five percent (5%) of the outstanding interest in such a Competitive Business; (y) Executive shall be permitted to acquire any investment through a mutual fund, private equity fund or other pooled account that is not controlled by Executive and in which he has less than a five percent (5%) interest; or (z) Executive may provide services to a subsidiary, division or Affiliate of a Competitive Business if such subsidiary, division or Affiliate is not itself engaged in a Competitive Business and Executive does not provide services to, or have any responsibilities regarding, the Competitive Business. At ...
Certain Restrictive Covenants. (a) The Executive shall not, at any time during the Term or during the 12-month period following the Date of Termination (the “Non-Compete Term”) without the Board’s prior written consent directly or indirectly engage in, have any equity interest in, or manage or operate (whether as a director, officer, employee, agent, representative, security holder, consultant or otherwise) any Competitive Business; provided, however, that: (x) the Executive shall be permitted to acquire a passive stock or equity interest in such a Competitive Business provided the stock or other equity interest acquired is not more than five percent (5%) of the outstanding interest in such a Competitive Business; (y) the Executive shall be permitted to acquire any investment through a mutual fund, private equity fund or other pooled account that is not controlled by the Executive and which he has less than a five percent (5%) interest; or (z) the Executive may provide services to a subsidiary, division or Affiliate of a Competitive Business if such subsidiary, division or Affiliate is not itself engaged in a Competitive Business and the Executive does not provide services to, or have any responsibilities regarding, the Competitive Business. At any time during the Non-Compete Term following the Date of Termination, the Executive may request in writing to the Board that the Board consent to the Executive’s direct or indirect engagement in, ownership of equity interest in, or management or operation of (whether as a director, officer, employee, agent, representative, security holder, consultant or otherwise) any Competitive Business, which request the Board shall consider in good faith based upon the Board’s reasonable determination of the potential impact of the Executive’s involvement in such Competitive Business on the Company and its stockholders. If the Executive believes that the Board would benefit from any additional information or if the Executive has any issues or questions regarding any action taken or to be taken by the Board in connection with this Section 9(a), then the Board and the Executive (along with their respective representatives) shall meet and discuss any such issues or questions, and the Executive shall be permitted to present the Board with any relevant information that he deems appropriate. The Board and the Executive shall act in good faith to address all outstanding issues and questions while protecting the interests of the Company and its stockholders.
(b) Du...
Certain Restrictive Covenants. Employee agrees that, during the Term and for a period one year immediately following termination of his employment with Company for any reason, provided that Company has met and continues to meet its obligations pursuant to the terms of this Agreement following termination, he will not act either directly or indirectly as a partner, officer, director, five or more percent stockholder, employee, employer or consultant or render advisory or other services for, or in connection with, or become interested in, or make any substantial financial investment in any firm, corporation, business entity or business enterprise competitive with the business of Company, except with the express written consent of the Board. Employee further agrees for a period of one year immediately following termination of his employment with the Company for any reason, provided that Company has met and continues to meet its obligations pursuant to the terms of this Agreement following termination, he will not employ or offer to employ, call on, solicit, actively interfere with Company’s or any Affiliate’s relationship with, or attempt to divert or entice away, any employee of Company or any Affiliate.
Certain Restrictive Covenants. (a) Consultant recognizes and acknowledges that confidential information may exist, from time to time, with respect to the business of the Company. Accordingly, Consultant agrees that he will not disclose any confidential information relating to the business of the Company to any individual or entity during the term of this Agreement or thereafter except on a confidential basis and in connection with the fulfillment of his duties hereunder. The provisions of this paragraph shall not apply to information which is or shall become generally known to the public or the trade (except by reason of Consultant's breach of its obligations hereunder), information which is or shall become available in trade or other publications (except by reason of Consultant's breach of its obligations hereunder), and information which Consultant is required to disclose by order of a court of competent jurisdiction (but only to the extent specifically ordered by such court and, when reasonably possible, if the Consultant shall give the Company prior notice of such intended disclosure so that it has the opportunity to seek a protective order if it deems appropriate).
(b) As used in this Agreement, "confidential information" shall mean studies, plans, reports, surveys, analyses, notes, records, unpublished memoranda or documents, and all other nonpublic information relating to the Company's business activities, including, without limitation, all methods, processes, techniques, equipment, research data, marketing and sales information, personnel data, customer lists, employee lists, financial data, plans and all other techniques, know-how and trade secrets which presently or in the future are in the possession of the Company.
(c) All memoranda, notes, records, reports, plans, papers or other documents made or compiled by or made available to Consultant in the course of its duties hereunder are and shall be the sole and exclusive property of the Company and shall be promptly delivered and returned to the Company by Consultant immediately upon termination of this Agreement.
Certain Restrictive Covenants. For a period ending twelve (12) months after the earlier of the Employee's termination of employment hereunder or the Term, Employee agrees that he will not act either directly or indirectly as a partner, officer, director, substantial stockholder or employee, or render advisory or other services for, or in connection with, or become interested in, or make any substantial financial investment in any firm, corporation, business entity or business enterprise competitive with the business of Company, except with the express written consent of the Board. Employee further agrees that in the event of the termination of his employment under Section 5, for a period of one year thereafter, he will not employ or offer to employ, call on, solicit, actively interfere with Company's or any Affiliate's relationship with, or attempt to divert or entice away, any employee of Company or any Affiliate.
Certain Restrictive Covenants. During the Term, and for a period ending six (6) months after the earlier of Employee's termination of employment hereunder and the end of the Term for which the Employee is being compensated at an annual rate equal to the Base Salary, Employee agrees that he will not act, either directly or indirectly, as a partner, officer, director, substantial stockholder (an equity interest of 5% or more) or employee of, or render advisory or other services for, or in connection with, or become interested in, or make any substantial financial investment in any firm, corporation, business entity or business enterprise that competes with the business of Company (each, a "Competitor"), except with the express written consent of the Board. Employee further agrees that in the event of the termination of his employment under Section 5 hereof, for a period of twelve (12) months thereafter, he will not, directly or indirectly, employ, offer to employ, or actively interfere with the relationship of Company or an Affiliate with, any employee of Company or any employee of any Affiliate.
Certain Restrictive Covenants. (a) The Executive shall not, at any time during his employment with the Company or during the six-month period immediately following the Date of Termination (the “Restricted Period”) directly or indirectly engage in, have any equity interest in, or manage or operate (whether as a director, officer, employee, agent, representative, security holder, consultant or otherwise) any Competitive Business; provided, however, that, notwithstanding the foregoing, the restrictions set forth in this Section 6(a) shall not apply following a Change in Control; and, provided, further, that the Executive shall be permitted to acquire a passive stock or equity interest in such a Competitive Business provided the stock or other equity interest acquired is not more than five percent (5%) of the outstanding interest in such a Competitive Business.
(b) The Executive shall not, at any time during the Restricted Period, directly or indirectly hire any employee of the Company or otherwise recruit, solicit or induce any employee, director, consultant, wholesale customer, vendor, supplier, lessor or lessee of the Company to terminate his or its employment or arrangement with the Company or otherwise change its relationship with the Company, or establish any relationship with the Executive (or any entity employing the Executive or to whom the Executive provides consulting or similar services) for any business purpose.
(c) The Executive shall not disparage the Company, any of its products or practices, or any of its directors, officers, or employees, whether orally, in writing or otherwise, at any time. Notwithstanding the foregoing, nothing in this Section 6(c) shall limit the ability of the Executive to provide truthful testimony as required by law or any judicial or administrative process.
(d) The Executive expressly acknowledges and agrees that the agreements and covenants contained in this Section 6 are reasonable. In the event, however, that any agreement or covenant contained in this Section 6 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it will be interpreted to extend only over the maximum period of time for which it may be enforceable, and/or over the maximum geographical area as to which it may be enforceable and/or to the maximum extent in all other respects as to which it may be enfo...
Certain Restrictive Covenants. During the Term, and for a period ending eighteen (18) months after the earlier of Employee's termination of employment hereunder and the end of the Term, Employee agrees that he will not act, either directly or indirectly, as a partner, officer, director, substantial stockholder (an equity interest of 5% or more) or employee of, or render advisory or other services for, or in connection with, or become interested in, or make any substantial financial investment in any firm, corporation, business entity or business enterprise that competes with the business of Company (each, a "Competitor"), except with the express written consent of the Board. Employee further agrees that in the event of the termination of his employment under Section 5 hereof, for a period of twelve (12) months thereafter, he will not, directly or indirectly, employ, offer to employ, or actively interfere with the relationship of Company or an Affiliate with, any employee of Company or any employee of any Affiliate. Notwithstanding anything to the contrary in this Agreement, in the event that Employee's employment is terminated for any reason prior to the closing of the Merger described in the Agreement and Plan of Merger of even date herewith by and among Company, Aladdin Acquisition Corp. and Access One Communications Corp. ("Access One") (the "Merger"), Employee may be affiliated in any position (as employee, officer, director or otherwise) of Access One without violating the provisions of this Section 10.
Certain Restrictive Covenants. The Company and its Subsidiaries and Divisions operate in a highly sensitive and competitive commercial environment. As part of the Grantee’s service with the Company and its Subsidiaries and Divisions, the Grantee has had and will be exposed to highly confidential and sensitive information regarding the Company’s and its Subsidiaries’ and Divisions’ business operations, including corporate strategy, pricing and other market information, know-how, trade secrets, and valuable customer, supplier, distributor, regulatory, advisory and employee relationships. It is critical that the Company and its Subsidiaries and Divisions take all necessary steps to safeguard its legitimate protectable interests in such information and to prevent any of its competitors or any other persons from obtaining any such information and the Grantee hereby agrees to be bound by the following restrictive covenants:
