Non-Competition and Non-Solicitation Covenants a. The Executive acknowledges that i) he will be employed as a high-level employee in an executive and managerial capacity; ii) his employment with the Company gives him access to confidential and proprietary information concerning the Company; iii) his prior employment with South West gave him access to confidential and proprietary information concerning South West; iv) the agreements and covenants contained in this Section 6 (the "Covenants") are essential to protect the business of the Company and to protect the Company's investment in South West; and v) the Executive is to receive consideration pursuant to this Agreement and the Merger Agreement.
b. During the period of the Executive's employment, the Executive agrees that he will not, on behalf of anyone other than the Company, engage in any managerial, executive, sales, or marketing activities related to any business in which the Company is or becomes engaged during the Executive's employment. The Executive acknowledges the competitive nature of the business and the extensive geographic markets served by the Company. The Executive acknowledges that because of his position with the Company his duties will require him to perform, supervise, or assist in performing work throughout the markets served by the Company. The Executive further acknowledges that because of his position with the Company and the broad scope of his duties, he will be in a position to cause substantial harm to the Company were he to compete in the business of the Company or any other business in which the Company is or becomes engaged during Executive's employment in the Company's markets. Given the broad scope of Executive's duties, he acknowledges that the geographic scope of the covenants in this paragraph shall be limited to the continental United States.
c. Should the Executive (i) be terminated with or without cause following the first 90 days of this Agreement, or (ii) resign from his employment or otherwise terminate this Agreement at any time, he agrees that for a twelve (12) month period following the termination of his employment with the Company, the Executive shall not hire or solicit any employee of the Company employed at the time of his termination, or encourage any such employee to leave such employment.
d. If the Executive commits a material breach of, the Covenants, the Company shall have the rights and remedy (in addition to, and not in lieu of, any other rights and remedies available to the Company at law or in...
Non-Competition and Non-Solicitation Covenants. The primary service area of Employer’s business in which Executive will actively participate extends separately to an area that encompasses a twenty-five (25)-mile radius from each banking and other office location of Employer and its subsidiaries and affiliates and a fifty (50)-mile radius from Employer’s main office in Champaign, Illinois (collectively, the “Restrictive Area”). As an essential ingredient and in consideration of this Agreement and Executive’s employment by Employer, Executive shall not, for a period of one (1) year after termination of Executive’s employment with Employer for any reason and whether such termination of employment is during the Term or after the termination or expiration of the Term (the “Restrictive Period), directly or indirectly compete with the business of Employer, including by doing any of the following (the “Restrictive Covenant”):
(a) engage or invest in, own, manage, operate, control, finance, participate in the ownership, management, operation or control of, be employed by, associate with or in any manner be connected with, serve as an employee, officer or director of or consultant to, lend his name or any similar name to, lend his credit to, or render services or advice to any person, firm, partnership, corporation, trust or other entity that owns or operates, a bank, savings and loan association, credit union or similar financial institution (a “Financial Institution”) with any office located, or to be located at an address identified in a filing with any regulatory authority, within the Restrictive Area; provided, however, that in the event a successor to First Busey succeeds to or assumes First Busey’s rights and obligations under this Agreement in connection with a Change in Control, this Section 7(a) shall apply only to the primary service areas of First Busey as they existed immediately before the Change in Control;
(b) directly or indirectly, for himself or any Financial Institution: (i) induce or attempt to induce any officer of Employer or any of its subsidiaries or affiliates, or any employee who previously reported to Executive, to leave the employ of Employer or any of its subsidiaries or affiliates; (ii) in any way interfere with the relationship between Employer or any of its subsidiaries or affiliates and any such officer or employee; (iii) employ, or otherwise engage as an employee, independent contractor or otherwise, any such officer or employee; or (iv) induce or attempt to induce any customer,...
Non-Competition and Non-Solicitation Covenants. (a) For a period beginning on the Closing Date and ending five (5) years following the Closing Date, neither the Seller nor any person acting on behalf of Seller (each, a “Restricted Party”) shall (except on behalf of the Company):
(i) engage, directly or indirectly, anywhere in the United States or Canada, as owner, shareholder, member, partner, agent, employee, consultant or otherwise, in providing any service or manufacturing or selling any product that is sold by the Company as of the Closing Date; provided, however, that nothing herein shall prevent a Restricted Party from owning, directly or indirectly, solely as an investment, any class of securities that are traded on a national securities exchange;
(ii) directly or indirectly, solicit or encourage any Person who is then a customer or supplier of the Company, or who has been such a customer or supplier at any time during the twelve months immediately preceding such solicitation or other contact by such Seller, to terminate its relationship with the Company; or
(iii) directly or indirectly, acting for itself or on behalf of any other Person (A) solicit or hire any person who was employed by the Company at any time during the twelve months immediately preceding such solicitation or hiring or (B) encourage or seek to influence any such person to quit or otherwise terminate his or her employment with the Purchaser; provided, however, that nothing herein shall limit the Restricted Party from soliciting or hiring any such employee whose employment by the Company or the Purchaser was terminated at least six months prior to such solicitation or hiring; and provided further that general advertisements for employment which are not specifically targeted at any such employees of the Company will not constitute a violation of the covenant herein.
(b) Seller acknowledges that a breach of its obligations under this Section 6.1 would cause the Purchaser irreparable harm and that the legal remedy of monetary damages is not a fully adequate remedy for such a breach of this Agreement. Therefore, the Purchaser shall be entitled to institute and maintain an action for temporary or permanent injunctive relief for the breach by such Restricted Party of any such provision.
(c) The covenants of the Restricted Parties under this Section 6.1 shall survive the termination of this Agreement.
Non-Competition and Non-Solicitation Covenants. During his employment with the Company and for a period of one (1) year thereafter (the “Restricted Period”), whatever the reason for Executive’s termination of employment, unless Executive receives the Company’s advance written waiver, Executive shall not, either directly or indirectly, either on his own behalf or on behalf of another business, engage in or assist others in the following activities:
(a) Soliciting, hiring, recruiting or attempting to recruit, for any business which competes with the Company’s Business, any person employed by or contracted with the Company or employed by or contracted with the Company during the twelve (12) months immediately preceding Executive’s termination of employment with the Company;
(b) Soliciting for any business which competes with the Company’s Business any competitive business from any of the Company’s customers during the twelve (12) months immediately preceding Executive’s termination of employment, or specific prospective customers solicited by the Company during the six (6) months immediately preceding Executive’s termination of employment; and
(c) In the Market Area (as hereinafter defined), entering into, engaging in, being employed by, being connected to, consulting or rendering services for any business which competes with, or is similar to, the Company’s Business or business known to Executive to be conducted by the Company or planned to be conducted by the Company at the time of Executive’s separation from employment with the Company, in a capacity performing management functions similar to those performed or managed by Executive while employed by the Company. This provision shall not restrict Executive from owning a passive investment interest of the outstanding equity ownership or share in an organization represented by securities publicly traded on a recognized national securities exchange. For purposes of this provision, “Market Area” shall be defined as Savannah, Georgia; Raleigh, North Carolina; Jacksonville, Florida; Tampa, Florida; Hollywood, Florida; Jeffersonville, Indiana; Philadelphia, Pennsylvania; Wilmington, North Carolina; Hampton, Virginia and Laurel, Maryland and any other city or metropolitan area within the United States in which a hotel owned by the Company or with respect to which the Company or an affiliate has an ownership interest is located as of the last day of Executive’s Employment Term.
Non-Competition and Non-Solicitation Covenants. (a) During his employment by Employer, and thereafter for the period described in paragraph 6(c), Employee will not, directly or indirectly, except as a passive investor in publicly held companies in which he has less than a one percent interest, engage in, own or control any interest in or act as director, officer or employee of, or consultant to, any firm or corporation, directly or indirectly engaged, as these terms may be reasonably construed, in a business substantially similar to that operated by Employer or Spartech on the date of termination, in the territories where Employer or Spartech manufacture or distribute their products.
(b) During his employment by Employer, and thereafter for the period described in paragraph 6(c), Employee will not, directly or indirectly, induce or attempt to induce any employee of Employer or Spartech to leave the employment of Employer or Spartech, or employ or attempt to employ any of such employees within 90 days after any termination of their employment with Employer or Spartech.
(c) If Employee's employment is terminated for Cause or because of Employee's resignation or disability, then the restrictions described in paragraphs 6(a) and 6(b) will continue for a period of one year after the effective termination date. If Employee's employment is terminated for any reason other than Cause or Employee's resignation or disability, then the restrictions described in paragraphs 6(a) and 6(b) will continue for the period, if any, during which Employer continues to pay Employee his final base salary pursuant to paragraph 10(a), whether more or less than one year, provided that if at the time of such termination the remaining term of this Agreement is less than one year, Employer may, at its sole option, extend such restrictions for a total period of up to one year after the termination of Employee's employment by continuing to pay Employee his final base salary during the extended period plus a bonus equal to a pro rata portion of the average bonus paid to him over the previous two years based on the number of days by which the extended period exceeds the remaining term of this Agreement, paid at the same times as Spartech's normal bonus payments for continuing employees.
Non-Competition and Non-Solicitation Covenants. As additional consideration to the Company for entering into this Agreement, the Executive covenants that during the Restricted Period (as defined below), he shall not:
(a) compete against the Company, or any subsidiary or affiliate of the Company that is engaged in the Business (as defined below) (collectively, the “Applicable Entities”), either directly or indirectly, by taking employment, assisting or serving as an independent contractor, consultant, partner, director or officer with a competitor of any of the Applicable Entities, or starting his own business that would compete directly or indirectly with any of the Applicable Entities, or have a material interest in any business, corporation, partnership, limited liability company or other business entity which competes directly or indirectly with any of the Applicable Entities. For purposes of this covenant, the term “the Business” shall mean developing, producing, designing, providing, soliciting orders for, selling, distributing, or marketing Company Products and Services in any state of the United States of America in which any of the Applicable Entities does business. For purposes hereof, “Company Products and Services” means any cancer immunotherapy T-cell vaccines and related applications (i) which the Applicable Entities currently and reasonably anticipate developing, producing, designing, providing, marketing, distributing or selling as of the date of the termination of Executive’s employment with the Company, (ii) which the Applicable Entities develop, produce, design, provide, market or distribute while Executive is employed by the Applicable Entities or is otherwise providing services to the Applicable Entities, or (iii) that compete with any of the products and services of the Applicable Entities referenced in (i) or (ii) above. For the purpose of defining and enforcing this covenant, the competitors of the Applicable Entities will be identified at the time the Company seeks enforcement of this covenant. This determination shall be based on the then-existing market area of the Applicable Entities at the time enforcement of this covenant is sought. Notwithstanding the foregoing, investment by the Executive constituting less than five percent (5%) of the outstanding securities in a publicly-traded entity that may compete with the Applicable Entities shall not constitute a violation of this Section 7(a) as long as the Executive is not actively involved in such entity’s business.
Non-Competition and Non-Solicitation Covenants. (a) Except as is necessary to operate the Seller Retained Stores, during the period which shall commence as of the Closing and shall terminate on the fifth anniversary of the Closing Date (the “Restricted Period”), no Restricted Party shall:
(i) Anywhere in the Business Area, directly or indirectly (including through any Affiliate of any Restricted Party), compete with the Business, conduct a business similar to the Business, or own, manage, operate, control, be employed or retained by, provide services to, engage or participate in, advise, aid or be connected as an owner, partner, principal, sales representative, advisor, member of the board of directors of, employee of or consultant of, any Competitor.
(ii) Invest in, or otherwise provide or assist in providing financing to, any Competitor.
(iii) Directly or indirectly (including through any Affiliate of any Restricted Party), (A) solicit, induce or attempt to induce any licensee, franchisee, area development agent, area developer, customer, supplier or other third party to cease doing business in whole or in part with Buyer or any of its Affiliates with respect to the Business; (B) attempt to limit or interfere with any agreement or relationship existing between Buyer or any of its Affiliates with respect to the Business with any licensee, franchisee, area development agent, area developer customer, supplier or other third party; (C) disparage or take any actions that are harmful to the business reputation of the Business, Buyer, or any of its Affiliates (or their respective management teams) or (D) acquire or attempt to acquire any business that Buyer or any of its Affiliates has identified to any Restricted Party as, or the Restricted Party otherwise learns is, a potential acquisition target (an “Acquisition Target”) or take any action to induce or attempt to induce any Acquisition Target to complete any acquisition, investment or other similar transaction with any other Person other than Buyer or any of its Affiliates; provided, however, that such prohibition shall not restrict the Sellers, or any one of them, from enforcing and/or defending their rights under this Agreement or any Transaction Document.
(iv) Hire, retain, employ, or engage any employee, contractor, or consultant of Buyer or any of its Affiliates, or induce or attempt to induce any such employee, contractor, or consultant to leave his, her, or its position or in any way interfere with the relationship between Buyer or any of its Affil...
Non-Competition and Non-Solicitation Covenants. 7.1 The Consultant expressly covenants and agrees that, during the term of the present Agreement and for a period of twelve (12) months from the date on which such Agreement terminates, for whatever reason, whether voluntary or involuntary, he will not, directly or indirectly:
(a) Anywhere in North America, engage in, whether as a sole proprietor, partner, shareholder or in any other proprietary capacity whatsoever, or provide support and/or assistance in any other form whatsoever, to any person, firm or corporation engaged in developing, manufacturing, licensing, marketing or distributing any Competitive Product; provided that investments in securities representing less than 10% of the voting securities of any entity the shares of which are publicly traded shall not be deemed a violation of this subparagraph a);
(b) Anywhere in North America, be employed by, act as a consultant or adviser to, or be the agent or representative of any person, firm or corporation engaged in developing, manufacturing, licensing, marketing or distributing any Competitive Product. It is specifically understood and agreed that the Consultant's current work functions as an employee of MxXxxx University do not constitute a violation of this Sub-section (b);
(c) Solicit or attempt to solicit any customer or entice any such customer of the Company to cease dealing with the Company, in all such cases with a view to giving, selling or providing to such customer any products or services similar to the products or services sold or provided by the Company at the time of the cessation of his consulting services hereunder;
(d) Solicit, induce, or otherwise persuade any executive, employee or consultant of the Company to terminate his employment or consulting relationship with the Company or to cease providing services to the Company.
7.2 In the event that in any legal proceedings before a competent tribunal in any jurisdiction, it is determined that either of Sub-sections a), b), c) or d) of Section 7.1 above, or any part of the said Sub-sections, is invalid with respect to any particular transaction, that Sub-section or part thereof shall be deemed to be severed from this Agreement for the purposes only of the particular legal proceedings in question, and the said Sub-section shall, in every other respect, continue in full force and effect.
Non-Competition and Non-Solicitation Covenants i. Executive agrees that, during the course of Executive’s employment with the Company, Executive shall not engage in alternative employment or engage in any independent and/or separate business activity in the Field of Business in the Restricted Area.
ii. Executive further agrees that during the term of Executive’s employment with the Company and for a period of twenty-four (24) months after Executive’s employment terminates pursuant to Section 6(a), (c), (d) or (e) for any reason, Executive shall not:
(1) in the Field of Business within the Restricted Area, solicit business from, direct marketing activities to, or perform work relating to, any customer or prospective customer upon whom Executive called, or for whom Executive provided administrative or support services, on the Company’s behalf during the term of Executive’s employment with the Company;
(2) become engaged in or employed by, directly or indirectly, any business entity which operates in or in any way does business in the Field of Business within the Restricted Area; or
(3) be the owner of more than one percent (1%) of the outstanding equity of any business entity which operates in or in any way does business in the Field of Business within the Restricted Area.
iii. Notwithstanding anything to the contrary in this Agreement, pursuant to 18 U.S.C. § 1833(b), Executive understands that Executive will not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a Trade Secret that (A) is made (1) in confidence to a Federal, State, or local government official, either directly or indirectly, or to Executive’s attorney and (2) solely for the purpose of reporting and investigating a suspected violation of law; or (B) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Executive understands that if Executive files a lawsuit for retaliation by the Company for reporting a suspected violation of law, Executive may disclose the Trade Secret to Executive’s attorney and use the Trade Secret information in the court proceeding if Executive (x) files any document containing the Trade Secret under seal, and (y) does not disclose the Trade Secret, except pursuant to court order. Nothing in this Agreement, or any other agreement that Executive has with the Company, is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of Trade Secrets that are expressly allowed by such section. Further, ...
Non-Competition and Non-Solicitation Covenants. Employer and Executive agree that the primary service area of Employer’s business in which Executive will actively participate extends separately to an area that encompasses a fifty (50) mile radius from each banking and other office location of Employer and its subsidiaries and affiliates (collectively, the “Restrictive Area”).
