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.
(b) The Executive agrees that during the Employment Period and for one year thereafter in the case of either Termination for Good Reason following a Change in Control or Termination without Cause, or for two years thereafter in the case of termination of employment for any other reason, the (“Noncompetition Period”) he shall not in any manner, directly or indirectly, through any person, firm or corporation, alone or as a member of a partnership or as an officer, director, stockholder, investor or employee of or in any other corporation or enterprise or otherwise, engage or be engaged, or assist any other person, firm corporation or enterprise in engaging or being engaged, in any business then actively being conducted by the Company in any geographic area in which the Company is conducting such business (whether through manufacturing or production, calling on customers or prospective customers, or otherwise). Notwithstanding the foregoing, subsequent to the Employment Period the Executive may engage or be engaged, or assist any other person, firm, corporation or enterprise in engaging or being engaged, in any business activity which is not competitive with a business activity being conducted by the Company at the time subsequent to the Employment Period that the Executive first engages or assists in such business activity.
(c) The Executive further agrees that during the Noncompetition Period he shall not in any manner, directly or indirectly (i) induce or attempt to induce any employee of the Company or of any of its subsidiaries or affiliates to terminate or abandon his employment, or any customer of the Company or any of its subsidiaries or affiliates to terminate or abandon its relationship, for any purpose whatsoever, or (ii) in connection with any business to which Section 6(b) applies, call on, service, solicit or otherwise do business with any then current or prospective custom...
Noncompetition; Nonsolicitation. (i) Employee acknowledges and recognizes the highly competitive nature of the Company's business and that Employee's position with the Company and access to and use of the Company's confidential records and proprietary information renders Employee special and unique. In consideration of the payment by the Company to Employee of amounts that may hereafter be paid to Employee pursuant to this Agreement (including pursuant to Paragraph 3 hereof), Employee agrees that (x) during the Term Employee will not, directly or indirectly (as defined below), compete with any business the Company is then conducting or which is then covered in a written proposal or business plan in any place in which the Company does business at the time Employee seeks to engage in such business, and (y) during the Covered Time (as defined below), Employee will not, directly or indirectly, compete with any business the Company is conducting at the end of the Term or which is covered at the end of the Term in a written proposal or business plan in any place in which the Company does business at the time Employee seeks to engage in such business; provided, however, that the provisions of clause (y) of this Paragraph 7(a)(i) shall not apply if the Employee's employment is terminated by the Company without Cause.
(ii) In further consideration of the payment by the Company to Employee of amounts that may hereafter be paid to Employee pursuant to this Agreement (including pursuant to Paragraph 3 hereof), Employee agrees that during the Term and during the Covered Time Employee shall not (a) directly or indirectly solicit or attempt to solicit or participate in the solicitation of or otherwise advise or encourage any employee, agent, consultant or representative of, or vendor or supplier to, the Company or any such affiliate to terminate his, her or its relationship with the Company or any such affiliate; or (b) directly or indirectly solicit or attempt to solicit or participate in the solicitation of or otherwise advise or encourage any employee, agent, consultant or representative of the Company to become an employee, agent, representative or consultant of or to any other individual or entity.
(iii) During the Term and during the Covered Time, Employee agrees that upon the earlier of Employee's (x) negotiating with any Competitor (as defined below) concerning the possible employment of Employee by the Competitor, (y) receiving an offer of employment from a Competitor, or (z) becoming employed ...
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. 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.
7.2. If the Executive’s employment is terminated without Cause pursuant to Section 4.4 of this Agreement, and provided that EDGEN (pursuant to Section 5.4 of this Agreement) pays Executive the Annual Base Salary as set forth in Section 3.1 and the employment benefits set forth in Section 3.3(b) hereof in effect at the time of termination of employment (but only to the extent permitted by such policies or plans, or as otherwise required by law) in accordance with EDGEN’s customary payroll practices which are in effect at the time pa...
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) The Executive covenants and agrees that for a period commencing on the Effective Date and ending on the end of the 12-month period following the end of the Term of Employment, he shall not at any time, without the prior written consent of the Company, directly or indirectly, engage in a Competitive Activity.
(b) The Executive covenants and agrees that for a period commencing on the Effective Date and ending on the end of the 12-month period following the end of the Term of Employment, he shall not at any time, directly or indirectly, solicit (i) any client or customer of the Company or any Subsidiary with respect to a Competitive Activity or (ii) any employee of the Company or any Subsidiary for the purpose of causing such employee to terminate his or her employment with the Company or such Subsidiary.
(c) The Parties acknowledge that in the event of a breach or threatened breach of Section 13(a) and/or Section 13(b) above, the Company shall not have an adequate remedy at law. Accordingly, in the event of any breach or threatened breach of Section 13(a) and/or Section 13(b) above, the Company shall be entitled to such equitable and injunctive relief as may be available to restrain the Executive and any business, firm, partnership, individual, corporation or entity participating in the breach or threatened breach from the violation of the provisions of Section 13(a) and/or Section 13(b) above. Nothing in this Agreement shall be construed as prohibiting the Company from pursuing any other remedies available at law or in equity for breach or threatened breach of Section 13(a) and/or Section 13(b) above, including the recovery of damages.
Noncompetition; Nonsolicitation. Executive agrees that during the period of his employment with the Company or any of its subsidiaries and for two years following his termination of employment at the Company (but only if such termination was made pursuant to Section 5(b) (For Cause Termination) or Section 5(e) (Voluntary Resignation by Executive)), Executive shall not:
(i) directly or indirectly (whether as principal, agent, independent contractor, partner, member, manager, officer, director or otherwise) own, manage, operate, control, participate in, perform services for, make any investment in or otherwise carry on, any business engaged in growing for sale lemna for protein or renewable biomass, including, without limitation, those parties set forth on Schedule B attached hereto (collectively, the “Competitors”); or
(ii) directly or indirectly engage in the recruiting, soliciting or inducing of any nonclerical employee or employees of the Company or its Affiliates to terminate their employment with, or otherwise cease their relationship with, the Company or an Affiliate, or in hiring or assisting another person or entity to hire any nonclerical employee of the Company or an Affiliate or any person who within six (6) months before had been a nonclerical employee of the Company or an Affiliate and were recruited or solicited for such employment or other retention while an employee of the Company (other than any of the foregoing activities engaged in with the prior written approval of the Company); or
(iii) directly or indirectly solicit, induce or encourage or attempt to persuade any agent, supplier, client or customer of the Company or any subsidiary of the Company to terminate such agency or business relationship with the Company. Nothing contained in this Agreement shall limit or otherwise affect the ability of Executive to own not more than one percent (1.0%) of the outstanding capital stock of any entity that is engaged in a business competitive with the Company or any of its subsidiaries, provided, that such investment is a passive investment and Executive is not directly or indirectly involved in the management or operation of such business or otherwise providing consulting services to such business.
Noncompetition; Nonsolicitation. Executive agrees, to the extent and on the terms set forth below, not to utilize his special knowledge of the business of the Company and his relationships with customers and suppliers of the Company or others to compete with the Company. For a period beginning on the Commencement Date and ending one (1) year from the date on which the Executive ceases to be employed by the Company, the Executive shall not, except as an employee or agent of the Company, engage or have an interest, anywhere in the United States of America or any other geographic area where the Company did business as of the date hereof or at any time during the Executive’s employment by the Company or in which its products or services are or were marketed or sold, alone or in association with others, as principal, agent, partner, stockholder, or through the investment of capital, lending of money or property, rendering of services or otherwise, in any business competitive with or similar to that engaged in by the Company as of the date hereof or by the Company at any time during Executive’s employment by the Company. During the same period, the Executive shall not, except as an employee or agent of the Company, directly or indirectly, on behalf of himself or any other person or entity, (A) call upon, accept business from, or solicit the business, with respect to the provision of services to the workers’ compensation insurance industry, of (a) any person or entity who is, or who had been at any time during the preceding two years or at any time during the Executive’s employment by the Company, a customer of the Company or any successor to the business of the Company (each a “Customer”), or otherwise divert or attempt to divert any business from the Company or any successor or otherwise induce, request, advise or persuade any Customer to cease to do business with or reduce the amount of business which such Customer has customarily done or is reasonably expected to do with the Company or any successor; or (B) recruit or otherwise solicit or induce any person who is an employee of, or otherwise engaged by, the Company, or hire any such person until one (1) year after such person has left the employ of the Company, or any such successor or any person with whom such person was placed for employment or engagement during the preceding one year. The Executive shall not at any time, directly or indirectly, except as an employee or agent of the Company, use or purport to authorize any person or entity...
Noncompetition; Nonsolicitation. Each Restricted Party (and each controlling person or Affiliate of Restricted Party) agrees as follows:
(a) During the Noncompetition Period, such person will not, directly or indirectly, in any capacity, either individually, or as agent, principal, partner, member, manager, owner, trustee, beneficiary, co-venturer, distributor, consultant on its own behalf or on behalf of any other corporation, limited liability company, partnership, proprietorship, firm, association or other business entity:
(i) participate in, provide assistance to, or have a financial or other interest in any Competitive Business; provided, however, that the ownership of less than a 2% interest in an entity whose securities are traded on a recognized stock exchange or traded in the over-the-counter market, even though that entity is a competitor of the Business, shall not be deemed in itself to be a breach of this Section 4(a)(i);
(ii) except on behalf of the Business, make an offer to, solicit or induce or attempt to make an offer to, solicit or induce any person who is an employee, officer, agent, customer, supplier or other business relation of the Business to terminate, withdraw, curtail or cancel such relationship with any Buyer or the Business or to breach any agreement with any Buyer or the Business; provided, however, that publication of general solicitations not targeted [a] to an individual employee, sales representative, consultant or other agent of the Business or either Buyer or [b] solely to employees, sales representatives, consultants or other agents of the Business or either Buyer, shall not constitute a violation of this Section 4(a)(ii);
(iii) make any disparaging remarks about any Buyer or the Business or their officers, directors, affiliates or employees;
(iv) solicit or accept any business that is competitive with the Business from any Active Customer or other business contact of the Business or advise any person or entity with respect to any such solicitation; and/or
(v) engage in any practice the purpose of which is to evade the provisions of these foregoing covenants.
(b) Each Restricted Party agrees that the covenants set forth in the subsections of Section 4 are each reasonable with respect to its duration, geographical area, and scope.
Noncompetition; Nonsolicitation. (a) Executive acknowledges the highly competitive nature of the Company’s business and that access to the Company’s confidential records and proprietary information renders Executive special and unique within the Company’s industry. In consideration of the amounts that may hereafter be paid to Executive pursuant to this Agreement (including, without limitation, Sections 4 and 5), Executive agrees that during the Term (including any extensions thereof) and during the Covered Time (as defined in Section 6.1(e)), Executive, alone or with others, will not, directly or indirectly, engage (as owner, investor, partner, stockholder, employer, employee, consultant, advisor, director or otherwise) in any Competing Business. For purposes of this Section 6, “Competing Business” shall mean any business (i) involving design and production of instant lottery tickets and the management of related marketing and distribution programs; manufacture, sale, operation or management of on-line lottery systems (Lotto-type games); involving development and commercialization of licensed and other proprietary game entertainment for all lottery product channels; involving provision of wagering (whether pari-mutuel (pooled) or otherwise) or venue management services for racetracks and off-track betting facilities; production of prepaid cellular phone cards; or any other business in which the Company is then or was within the previous twenty-four months engaged or in which the Company, to Executive’s actual knowledge, intends to engage during the Term or the Covered Time; and (ii) which Competing Business is conducted or planned to be conducted anywhere in the United States or in any other geographic area in which such business was conducted or planned to be conducted by the Company; provided, further, that this Section 6.1(a) shall not restrict Executive from engaging in (and the term “Competing Business” shall not include) any business in which the Company no longer engages or plans to engage; and provided further that activities of the Company, or activities engaged in by Executive for or on behalf of the Company, are not restricted by this Section 6.1.(a) and shall not constitute a “Competing Business.” Ownership of (i) the securities of any entity for which a Competing Business represents less than 10% of net sales or net income (as determined in accordance with generally accepted accounting principles) for the most recent fiscal year (or if such entity has not completed a fiscal y...
