Covenant Not to Compete; Non-Solicitation. Executive acknowledges and recognizes the highly competitive nature of the Company’s Business and the goodwill and business strategy of the Company constitute a substantial asset of the Company. Executive further acknowledges and recognizes that during the course of the Executive’s employment Executive will receive specific knowledge of the Company’s Business, access to trade secrets and Confidential Information (as hereinafter defined), participate in business acquisitions and decisions, and that it would be impossible for Executive to work for a competitor without using and divulging this valuable Confidential Information. Executive further acknowledges that this covenant not to compete is an independent covenant within this Agreement. This covenant shall survive this Agreement and shall be treated as an independent covenant for the purposes of enforcement. Executive agrees to the following:
Covenant Not to Compete; Non-Solicitation. (a) The Employee recognizes that in each of the highly competitive businesses in which the Company will be engaged following the Effective Date, personal contact is of primary importance in securing new customers and in retaining the accounts and goodwill of present customers and protecting the business of the Company. The Employee, therefore, agrees that during the term of his Employment and for a period of three years after the Termination Date, he will not, within 75 miles of each geographic location in which he has devoted substantial attention at such location to the material business interests of the Company (the "Relevant Geographic Areas"): (i) accept employment or render service to any Person that is engaged in a business directly competitive with the business then engaged in by the Company or (ii) enter into or take part in or lend his name, counsel or assistance to any business, either as proprietor, principal, investor, partner, director, officer, employee, consultant, advisor, agent, independent contractor, or in any other capacity whatsoever, for any purpose that would be competitive with the business of the Company (all of the foregoing activities are collectively referred to as the "Prohibited Activity"). Notwithstanding the foregoing, the Employee may own and hold as a passive investment up to 5% of the outstanding shares of any class of capital stock (or other equity interest) in a competing corporation, limited liability company, limited partnership or other entity if that class of capital stock (or other equity interest) is listed on a national stock exchange or included in the Nasdaq National Market.
Covenant Not to Compete; Non-Solicitation. In consideration of Employee's compensation and benefits to be received hereunder, any for other good and valuable consideration from Company, the receipt and adequacy of which is hereby acknowledged, the Employee agrees as follows:
Covenant Not to Compete; Non-Solicitation. The Employee covenants and agrees that for twelve (12) months after the termination date of the Employee, the Employee will not directly or indirectly or by action in concert with others:
Covenant Not to Compete; Non-Solicitation. During the term of this Agreement, the Consultant will not, directly or indirectly, participate as an officer, director, employee, partner, principal, consultant or otherwise with, any person, business or enterprise which is engaged in actual or potential competition with the Company or its affiliates, without the express prior written consent of the Company. The Consultant covenants and agrees with the Company that Consultant will not, during the term of this Agreement and for a period of one year thereafter, whether directly or indirectly, solicit any of the Company’s then-current employees to terminate their employment with the Company or to become employed by any other firm, company, or business.
Covenant Not to Compete; Non-Solicitation a. During the Employment Term and for a period of one (1) year thereafter, Executive shall not, directly or indirectly, engage or participate in, prepare or set up, assist or have any interest in any person, partnership, corporation, firm, association, or other business organization, entity or enterprise (whether as an employee, officer, director, agent, security holder, creditor, consultant or otherwise) that engages in any activity, which is the same as, similar to, or competitive with any activity engaged in by Company or in any way relating to the business conducted by Company.
Covenant Not to Compete; Non-Solicitation. For a period of five years after the Closing Date, Seller will not, directly or indirectly, own (as more than five percent equity owner76), manage, operate, join, control, or participate in the ownership, management, operation, financing, or control of any business, regardless of the form in which the business is organized, where that business includes the manufacture, publication, or distribution of products of the types manufactured in the Business as of the Closing Date. For a period of one year after the Closing Date, Seller will not, directly or indirectly, solicit the employment of, or offer employment to, any employee who is then an employee of Buyer, or who has terminated employment without the consent of Buyer within 60 days of the solicitation or offer. The Parties specifically acknowledge and agree that the remedy at law for any breach 76 A five percent equity ownership allowance may be deemed too high in circumstances where the competitor is a public company with a class of equity securities registered under the Securities Exchange Act of 1934, as amended. Accordingly, the drafter may want to propose a one percent or two percent allowance. of the foregoing will be inadequate and that Buyer, in addition to any other relief available to it, may be entitled to temporary and permanent injunctive relief without the necessity of proving actual damage. In addition, notwithstanding the provisions of Section 9.5, Buyer may be entitled to recover, directly from Seller, its actual damages as a result of a breach of this provision by Seller. In the event that the non- compete and non-solicitation provisions of this Section 8.5 should ever be deemed to exceed the maximum scope permitted by applicable Law, the Parties agree that these provisions shall be reformed to set forth the maximum permitted by applicable Law.
Covenant Not to Compete; Non-Solicitation. In consideration of the transactions contemplated by this Agreement, and in order to protect and preserve the legitimate business interests of the Buyer, the Members agree as follows:
Covenant Not to Compete; Non-Solicitation. 5.1. As the CEO of the Company, the Executive had and will continue to have access to the Company’s most sensitive and commercially valuable Confidential Information. The Executive hereby covenants that the Executive shall not, for a period of twelve (12) months after the termination of the Executive’s employment (the "Restricted Period"), do any of the following directly or indirectly without the prior written consent of the Company in its sole discretion:
Covenant Not to Compete; Non-Solicitation. Executive agrees that if Executive receives a Severance Benefit under this Agreement, the following shall apply:
