Non-Solicitation and Non-Competition. Executive and the Company agree that the Company would suffer irreparable harm and incur substantial damage if Executive were to enter into Competition (as defined herein) with the Company. Therefore, in order for the Company to protect its legitimate business interests, Executive agrees as follows:
(i) Without the prior written consent of the Company, Executive shall not, during the period of employment with the Company, directly or indirectly, invest or engage in any business that is Competitive (as defined herein) with the Business of the Company or accept employment or render services to a Competitor (as defined herein) of the Company as a director, officer, agent, employee or consultant or solicit or attempt to solicit or accept business that is Competitive with the Business of the Company, except that Executive may own up to five percent (5%) of any outstanding class of securities of any company registered under Section 12 of the Securities Exchange Act of 1934, as amended; provided, however, the Company acknowledges that Executive currently engages in a number of activities set forth on Exhibit B as long as such permitted activities do not have a material adverse effect on the Executive’s performance or this Agreement.
(ii) Without the prior written consent of the Company and upon any termination of Executive’s employment with the Company and for a period of twelve (12) months thereafter, Executive shall not, either directly or indirectly, (x) invest or engage in any business that is Competitive (as defined herein) with the Business of the Company, except that Executive may own up to five percent (5%) of any outstanding class of securities of any company registered under Section 12 of the Securities Exchange Act of 1934, as amended, (y) accept employment with or render services to a Competitor of the Company as a director, officer, agent, employee or consultant unless he is serving in a capacity that has no relationship to that portion of the Competitor’s business that is Competitive with the Business of the Company, or (z) solicit, attempt to solicit or accept business Competitive with the Business of the Company from any of the customers of the Company at the time of his termination or within twelve (12) months prior thereto or from any person or entity whose business the Company was soliciting at such time.
(iii) Upon termination of his employment with the Company, and for a period of twelve (12) months thereafter, Executive shall not, either dir...
Non-Solicitation and Non-Competition. Executive agrees, to the extent permitted by applicable law, that in the event Executive receives severance pay or other benefits pursuant to Sections 3(a) and (b) above, for the twelve (12) consecutive month period immediately following the date of Executive’s termination, Executive, as a condition to receipt of severance pay and benefits under Sections 3(a) and (b), will not (i) either directly or indirectly, solicit, induce, recruit, encourage any employee of the Company to leave his employment either for Executive or for any other entity or person, or (ii) without the express written consent of the Company, directly or indirectly engage in, enter the employ, have any ownership interest in, or participate in any entity that as of the date of involuntary termination, engages in the design, development, manufacture, production, marketing, sale or servicing of any product or the provision of any service that competes with any service offered by the Company or any product sold by the Company or under development by the Company; provided, however, that ownership of less than one percent (1%) of the outstanding stock of any publicly traded corporation will not be deemed to be violative of the restrictive covenant set forth in this paragraph. The provisions of clause (ii) will not apply to Executive to the extent Executive is providing services or residing in the State of California. The covenants contained in this Section 3(d) hereof shall be construed as a series of separate covenants, one for each country, province, state, city or other political subdivision in which the Company currently engages in its business or, during the term of this Agreement, becomes engaged in its business. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenant contained in this Section 3(d). If, in any judicial proceeding, a court refuses to enforce any of such separate covenants (or any part thereof), then such unenforceable covenant (or such part) shall be eliminated from this Agreement to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforced. In the event that the provisions of this Section 3(d) are deemed to exceed the time, geographic or scope limitations permitted by applicable law, then such provisions shall be reformed to the maximum time, geographic or scope limitations, as the case may be, permitted by applicable law.
Non-Solicitation and Non-Competition. Executive covenants and agrees that, during the period of his employment and for a period of thirty-six (36) months after Executive's last day of employment with Soffe (the "Restricted Period"), regardless of the manner or cause of his termination of employment with Soffe, he will not, for himself or on behalf of any Third Party, directly or indirectly:
(a) sell, market or distribute any Products (as hereafter defined) or seek to sell or solicit the opportunity to sell any Products (either on behalf of himself or directly or indirectly on behalf of or in association with any Third Party) to any of the Company's Customers (as defined below) anywhere in the Territory (as defined below). For purposes of this Agreement, the term "Customer" shall be limited to customers or accounts that fall within any of the following categories:
(i) actual customers or accounts of the Company that Executive solicited, influenced, contacted, sold to, serviced or dealt with (collectively, "Solicited") at any time during the last thirty-six (36) months of his employment with the Company;
(ii) in the event that the preceding subparagraph shall be determined by judicial action to be too broad, the following shall be substituted in its place: actual customers or accounts of the Company that Executive solicited, influenced, contacted, sold to, serviced or dealt with (collectively, "Solicited") at any time during the last twelve (12) months of his employment with the Company;
(iii) actual customers or accounts of the Company about whom Executive has had access to financial or other confidential information;
(iv) actual customers or accounts of the Company with whom Executive communicated on behalf of the Company personally or in combination with others;
(v) actual customers or accounts of the Company for whom Executive played a significant role in the provision of goods on behalf of the Company; and/or
(vi) customers or accounts whom Executive knows to have been Solicited by or on behalf of the Company during the twelve-month period prior to the termination of Executive's employment. Notwithstanding the foregoing, a person or entity shall not be deemed to be included within the definition of "Customer" unless such person or entity has purchased goods or supplies from the Company during the one-year period ending on the last day of Executive's employment with the Company.
Non-Solicitation and Non-Competition. During the Restriction Period (as hereinafter defined) within the United States of America, the Employee shall not directly or indirectly:
(a) Solicit the business of TXEN from any customer of TXEN or any entity controlled by TXEN or solicit any employees of TXEN to leave the employ of TXEN.
(b) Directly or indirectly, hire any employees or former employees of TXEN or any entity controlled by TXEN within one year of the date of termination of his employment with TXEN or cause any entity with which the Employee is affiliated to hire any such employees or former employees of TXEN.
(c) Engage in, represent in any way or be connected with, as consultant, officer, director, partner, employee, sales representative, proprietor, stockholder or otherwise (except for the ownership of a less than 1% stock interest in a publicly-traded corporation where Employee is not in a management or control position), any business competing with the business of TXEN as conducted by TXEN on the date hereof or during the period of Employee's employment by TXEN.
(d) As used herein, the Restriction Period shall mean the period while the Employee is employed by TXEN and the following periods:
(i) 36 months after the date the Employee ceases to be employed by TXEN and/or
(ii) 60 months after NRC purchases all of the capital stock of TXEN pursuant to the Stock Purchase Option Agreement. The above periods in sections 7(d)(i) and 7(d)(ii) shall not be mutually exclusive. For example, if NRC purchases the capital stock of TXEN more than 36 months after the Employee ceases to be employed by TXEN, the Restriction Period of 7(d)(ii) shall apply even though the Restriction Period of 7(d)(i) also applied. Similarly, if the Employee ceases to be employed by TXEN more than 60 months after NRC purchases the capital stock of TXEN, the Restriction Period of section 7(d)(i) shall apply even though the Restriction Period of 7(d)(ii) also applied.
Non-Solicitation and Non-Competition. Ancillary to the agreements to provide Executive with the Confidential Information as set forth above, and in order to aid in the enforcement of those agreements and as a condition of Executive’s employment hereunder, Executive agrees that, during the Term and for a period of two (2) years after the termination of Executive’s employment with the Company (or, in the event Executive is entitled to the payments and benefits described in Section 4.3(c) hereof, for a period of one (1) year after termination of Executive’s employment with the Company) (as applicable, the “Prohibited Period”), Executive will:
(a) refrain from carrying on or engaging in the Business in the Restricted Area. Executive agrees and covenants that, because the following conduct would effectively constitute carrying on or engaging in the Business, Executive will not, and Executive will cause Executive’s affiliates not to, in the Restricted Area during the Prohibited Period: directly or indirectly, own, manage, operate, join, become an employee of, control or participate in or be connected with any business, individual, partnership, firm, corporation or other entity which engages in the Business;
(b) refrain from, and cause Executive’s affiliates to refrain from, soliciting or causing to be solicited any customer of the Company that was a customer of the Company in the Restricted Area during the period when Executive was employed by the Company; and
(c) refrain from, and cause Executive’s affiliates to refrain from, engaging or employing or soliciting or contacting with a view to the engagement or employment of, any person who is an officer or employee of the Company.
Non-Solicitation and Non-Competition. (a) Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company and its affiliates and accordingly agrees as follows:
(i) During the period of Executive’s employment with the Company and, for a period of two (2) years after termination of Executive’s employment (the “Nonsolicit Period”), Executive will not, 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”), directly or indirectly solicit or assist in soliciting in competition with the Company, the business of any client or prospective client:
(1) with whom Executive had personal contact or dealings on behalf of the Company during the one (1) year period preceding Executive’s termination of employment;
(2) with whom employees reporting to Executive have had personal contact or dealings on behalf of the Company during the one (1) year immediately preceding the Executive’s termination of employment; or
(3) for whom Executive had direct or indirect responsibility during the one (1) year immediately preceding Executive’s termination of employment.
(ii) During the Nonsolicit Period, Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly:
(1) solicit or encourage any employee of the Company or its affiliates to leave the employment of the Company or its affiliates; or
(2) hire any such employee who was employed by the Company or its affiliates as of the date of Executive’s termination of employment with the Company or who left the employment of the Company or its affiliates coincident with, or within one year prior to or after, the termination of Executive’s employment with the Company.
(iii) During the Nonsolicit Period, Executive will not, directly or indirectly, solicit or encourage to cease to work with the Company or its affiliates any consultant then under contract with the Company or its affiliates.
(iv) During the period of Executive’s employment with the Company and, for a period of one (1) year after termination of Executive’s employment, if Executive remains in the employ of the Company at least until the expiration of the Employment Period, or for a period of eighteen (18) months after termination of Executive’s employment, if Executive’s employment is terminated (either by Executive or by the Company for any reason whatsoe...
Non-Solicitation and Non-Competition. Ancillary to the agreements to provide Executive with the Confidential Information as set forth above, and in order to aid in the enforcement of those agreements, Executive agrees that, during the Term and for a period of two (2) years after the termination of Executive’s employment with the Company (or, in the event Executive is entitled to the payments and benefits described in Section 4.3(c) or Section 4.3(d) hereof, for a period of one (1) year after termination of Executive’s employment with the Company) (as applicable, the “Prohibited Period”), he will:
(a) refrain from carrying on or engaging in the Business in the Restricted Area. Executive agrees and covenants that, because the following conduct would effectively constitute carrying on or engaging in the Business, he will not, and he will cause his affiliates not to, in the Restricted Area during the Prohibited Period: directly or indirectly, own, manage, operate, join, become an employee of, control or participate in or be connected with any business, individual, partnership, firm, corporation or other entity which engages in the Business;
(b) refrain from, and cause his affiliates to refrain from, soliciting or causing to be solicited any customer of the Company that was a customer of the Company in the Restricted Area during the period when Executive was employed by the Company; and
(c) refrain from, and cause his affiliates to refrain from, engaging or employing or soliciting or contacting with a view to the engagement or employment of, any person who is an officer or employee of the Company.
Non-Solicitation and Non-Competition. The receipt of any severance or other benefits pursuant to Section 9 will be subject to Executive agreeing that during the Employment Term and Continuance Period, Executive will not (i) solicit any employee of the Company (other than Executive’s personal assistant) for employment other than at the Company, or (ii) directly or indirectly engage in, have any ownership interest in or participate in any entity that as of the date of termination, competes with the Company with respect to Outdoor Programming. Executive’s passive ownership of not more than 1% of any publicly traded company and/or 5% ownership of any privately held company will not constitute a breach of this Section 10(b). In addition, Executive’s ownership and involvement with the entities referenced on Exhibit A will also not constitute a breach of this Section 10(b).
Non-Solicitation and Non-Competition. (a) For consideration provided under this Agreement, including, but not limited to the Company’s agreement to provide Executive with Confidential Information (as defined in Section 5) regarding the Company and the Company’s business, Executive agrees that while employed by the Company and for one year following a Covered Termination he shall not, without the prior written consent of the Company, directly or indirectly, (i) hire or induce, entice or solicit (or attempt to induce, entice or solicit) any employee of the Company or any of its Affiliates or ventures to leave the employment of the Company or any of its Affiliates or ventures or (ii) solicit or attempt to solicit the business of any customer or acquisition prospect of the Company or any of its Affiliates or ventures with whom Executive had any actual contact while employed at the Company.
(b) Additionally, for consideration provided under this Agreement, including, but not limited to the Company’s agreement to provide Executive with Confidential Information regarding the Company and the Company’s business, Executive agrees that while employed by the Company and for one year following a Covered Termination he will not, without the prior written consent of the Company, acting alone or in conjunction with others, either directly or indirectly, engage in any business that is in competition with the Company or accept employment with or render services to such a business as an officer, agent, employee, independent contractor or consultant, or otherwise engage in activities that are in competition with the Company.
(c) The restrictions contained in this Section 7 are limited to a 50-mile radius around any geographical area in which the Company engages (or has definite plans to engage) in operations or the marketing of its products or services at the time of a Covered Termination.
(d) Executive acknowledges that these restrictive covenants under this Agreement, for which Executive received valuable consideration from the Company as provided in this Agreement, including, but not limited to the Company’s agreement to provide Executive with Confidential Information regarding the Company and the Company’s business are ancillary to otherwise enforceable provisions of this Agreement that the consideration provided by the Company gives rise to the Company’s interest in restraining Executive from competing and that the restrictive covenants are designed to enforce Executive’s consideration or return promises und...
Non-Solicitation and Non-Competition. In consideration for the severance benefits called for under paragraph 2(c) and Section 3 above, Employee agrees that during the 12-month period following his Date of Termination (the "Severance Period"), Employee:
(a) will not, without the prior written consent of Company, alone or in association with others, solicit on behalf of Employee, or any other person, firm, corporation or entity, any employee of Company, or any of its operating divisions, subsidiaries or affiliates, for employment with a person, firm, corporation or entity which competes with Company, or any of its divisions, subsidiaries or affiliates.
(b) will not, without the prior written consent of Company, directly or indirectly, engage or invest in, counsel or advise or be employed by any other person, firm, corporation or entity engaged in or conducting business which is the same as, or competing with, the business being conducted by Company, or any of its operating divisions, subsidiaries or affiliates, in any area or territory in which Company, or such operating divisions, subsidiaries or affiliates, shall be conducting business during the Severance Period. Notwithstanding the foregoing, Employee shall be entitled to passively own not more than four and nine-tenths percent (4.9%) of any publicly held entity engaged in any business in which Company, or any of its operating divisions, subsidiaries or affiliates, shall be engaged during said period. Should Employee fail to comply with the non-solicitation and/or non-competition restrictions contained in this Section 4, this Agreement shall immediately terminate and Employee shall forfeit any remaining unpaid benefits under this Agreement.
