Noncompetition; Nonsolicitation. (a) The Executive acknowledges that in the course of his employment with the Company pursuant to this Agreement he will become familiar, and during the course of his employment by the Company or any of its subsidiaries or affiliates or any predecessor thereof prior to the date of this Agreement he has become familiar, with trade secrets and customer lists of and other confidential information concerning the Company and its subsidiaries and affiliates and predecessors thereof and that his services have been and will be of special, unique and extraordinary value to the Company.
Noncompetition; Nonsolicitation. Participant acknowledges that during Participant’s Service, Participant will create and have access to confidential information and to important business relationships. Accordingly, Participant represents, warrants and covenants to the Company and its Subsidiaries that, subject to the last sentence of this Section 6(c), Participant will not, directly or indirectly, (i) during the Restricted Period without the express prior written approval of the Board, be or become Associated With a Competing Business (other than severance-type or retirement-type benefits from entities constituting prior employers of Participant) or (ii) during the Restricted Period without the express prior written approval of the Board, (a) solicit, sell to or service, for the account of any Competing Business, or assist any Person in soliciting, selling to, or servicing, for the account of any Competing Business, any Client, (b) solicit, approach or induce any Client to terminate or diminish its relationship with the Company or its Subsidiaries or to explore, discuss, investigate or consider a business relationship with a Competing Business, (c) solicit, approach or induce any Person who is then (or was at any time in the six (6) months immediately prior to the termination or cessation of Participant’s Service) an employee of or consultant to the Company or its Subsidiaries, to terminate or diminish his or her or its relationship with the Company or its Subsidiaries or to be or become Associated With a Competing Business, or (d) otherwise interfere with the relationship between the Company or its Subsidiaries and any of their respective Clients, employees, consultants, suppliers or service providers, or (e) take any steps to, or negotiate or enter into any oral or written agreement or understanding to, do any of the things referenced in (a), (b), (c), (d), or (e) of this Section. Notwithstanding the foregoing, Participant shall not be deemed to have violated this Section 6(c) if Participant becomes Associated With a Competing Business but, during the entire Restricted Period, Participant refrains from (x) working in or for any business unit, subsidiary or division which engages or is engaged, directly or indirectly, in any element of the Business and (y) directly or indirectly engaging in any element of the Business other than for the Company or its Subsidiaries as an employee thereof.
Noncompetition; Nonsolicitation. Executive agrees that during the period of his employment with the Company or any of its subsidiaries and for the one (1) year period immediately following termination of such employment for any reason or no reason, Executive shall not:
Noncompetition; Nonsolicitation. The receipt of any severance benefits pursuant to Section 3 will be subject to Executive not violating the provisions of Section 7. In the event Executive breaches the provisions of Section 7, all continuing payments and benefits to which Executive would have been entitled pursuant to Section 3 will immediately cease.
Noncompetition; Nonsolicitation. (a) For two years after the Date of Termination, Executive will not directly or indirectly, own, manage, operate, control or participate in the ownership, management, operation or control of or be connected as an officer, employee, partner, director, consultant or otherwise with, or have any financial interest in, any business which is in material competition with the business conducted by the Company or its affiliates. Ownership for personal investment purposes only of less than 2% of the voting stock of any publicly held corporation shall not constitute a violation hereof.
Noncompetition; Nonsolicitation. 7.1. If the Executive’s employment is terminated for Disability or for Cause, pursuant to Section 4.1 or 4.3 hereof, respectively, or if the Executive resigns, pursuant to Section 5.6 hereof, during the Employment Term and for a period of twelve (12) months following the date of the termination of the Executive’s employment with EDGEN, or for a period of twelve (12) months following the date of receipt of the last payment by the Executive of any payment made pursuant to any part of Section 5, whichever is longer, the Executive agrees he will not, directly or indirectly, engage in, own, manage, operate, provide financing to, control or participate in the ownership, management or control of, or be connected as an officer, employee, partner, director, or otherwise with, or have any financial interest in, or aid or assist anyone else in the conduct of, any business, that competes, directly or indirectly, with the Business or is otherwise engaged in activities competitive with the Business, in each and every area (as designated in Schedule B attached hereto) [Need to confirm Schedule B remains accurate] where Parent and/or EDGEN is engaged in the sale and/or distribution of the Products on the date the Executive’s employment is terminated pursuant to Section 4.1 or 4.3 hereof, or resigns, pursuant to Section 5.6 hereof, and he will not, either personally or by his agent or by letters, circulars or advertisements, whether for himself or on behalf of any other person, company, firm or other entity, canvass or solicit, or enter into or effect (or cause or authorize to be solicited, entered into or effected) directly or indirectly, for or on behalf of himself or any other person, any business relating to the sale and/or distribution of any Products from any person, company, firm or other entity, who is, or has at any time within two (2) years prior to the date of such action been a customer or supplier of Parent or any of its Affiliates.
Noncompetition; Nonsolicitation. For a period of two (2) years after Executive receives Change of Control Benefits pursuant to the terms of this Agreement, Executive shall not solicit any employee of the Company to leave the service of the Company or own any interest in any Self-Storage Property (other than any permissible interest acquired while Executive was employed by the Company) as partner, shareholder or otherwise; or directly or indirectly, for his own account or for the account of others, either as an officer, director, promoter, employee, consultant, advisor, agent, manager, or in any other capacity, engage in the Self-Storage Business. The nonsolicitation provision shall apply to any Company employee during the period of such Company employee's employment with the Company and for a period of 30 days after such employee's termination of employment with the Company. The Executive agrees that damages at law for violation of the restrictive covenant contained herein would not be an adequate or proper remedy to the Company, and that should the Executive violate or threaten to violate any of the provisions of such covenant, the Company, its successors or assigns, shall be entitled to obtain a temporary or permanent injunction, as appropriate, against the Executive in any court having jurisdiction over the person and the subject matter, prohibiting any further violation of any such covenants. The injunctive relief provided herein shall be in addition to any award of damages, compensatory, exemplary or otherwise, payable by reason of such violation. Furthermore, the Executive acknowledges that this Agreement has been negotiated at arms' length by the parties, neither being under any compulsion to enter into this Agreement, and that the foregoing restrictive covenant does not in any respect inhibit his ability to earn a livelihood in his chosen profession without violating the restrictive covenant contained herein. The Company by this Agreement has attempted to limit the Executive's right to compete only to the extent necessary to protect the Company from unfair competition. The Company recognizes, however, that reasonable people may differ in making such a determination. Consequently, the Company agrees that if the scope or enforceability of the restricted covenant contained herein is in any way disputed at any time, a court or other trier of fact may modify and enforce the covenant to the extent that it believes to be reasonable under the circumstances existing at the time.
Noncompetition; Nonsolicitation. (a) The Executive covenants and agrees that during the Noncompetition Period he shall not at any time, without the prior written consent of the Company directly or indirectly, engage in a Competitive Activity or call on, solicit or do business with any customer or client of the Company or any Subsidiary with respect to a Competitive Activity.
Noncompetition; Nonsolicitation. The Executive acknowledges that the industry in which the Company is engaged is a highly competitive business, and that the Executive is a key executive of the Company. The Executive further acknowledges that as a result of his senior position within the Company, he has acquired and will acquire extensive Confidential Information and knowledge of the Company’s business and the industry in which it operates and will develop relationships with and knowledge of customers, employees, vendors and suppliers of the Company and its subsidiaries and affiliates. Accordingly, the Executive agrees that during the time the Executive is employed by the Company, its subsidiaries or affiliates (the “Employment Period”) and for a period of twenty-four months after the Termination Date (the “Severance Period”), the Executive agrees as follows:
Noncompetition; Nonsolicitation. (a) You acknowledge that (i) you are one of the Company's founders and that you are familiar with the Company's trade secrets and with other confidential information concerning the Company, including the Company's (A) inventions, technology and research and development, (B) customers and vendors and customer and vendor lists, (C) products and services (including those under development) and related costs and pricing structures, (D) accounting and business methods and practices, and (E) similar and related confidential information and trade secrets; (ii) your services have been and shall continue to be of special, unique and extraordinary value to the Company and that you have been substantially responsible for the growth and development of the Company and the creation and preservation of the Company's goodwill; and (iii) the Company would be irreparably damaged (including a significant loss of goodwill) if you were to provide similar services to any person or entity competing with the Company or engaged in a similar business. You further acknowledge that the execution and delivery of this Agreement was a material inducement to the Purchasers (as defined therein) and the Company to enter into the Stock Purchase and Recapitalization Agreement dated as of December 17, 2003 (the "Recapitalization Agreement") and part of the consideration for the Repurchase Price paid to you thereunder. Due to your access to the confidential proprietary information, customer information and customer relationships and uniqueness of your services to the Company and the consideration you received under the Recapitalization Agreement as described and acknowledged in the preceding sentences, and in consideration of the Company's agreements herein, you agree that for the longer of (x) three (3) years from the date of the closing under the Recapitalization Agreement and (y) the term of your employment with the Company and a period of one (1) year after termination of your employment as provided hereunder (the "Noncompetition Period"), unless such one (1) year period is extended pursuant to the provisions of Section 5(f) above, you shall not directly or indirectly, either for yourself or for any other individual, corporation, partnership, joint venture or other entity, own any interest in, manage, control, participate in (whether as an officer, director, employee, partner, agent, representative or otherwise), consult with or render services for any entity that (in whole or in part) eng...
