Noncompetition Nonsolicitation and Confidentiality. As a material inducement to continue to employ him, Employee agrees to execute the Noncompetition, Nonsolicitation and Confidentiality Agreement attached hereto as Exhibit A, the terms of which are incorporated herein by reference.
Noncompetition Nonsolicitation and Confidentiality. For purposes of this Agreement, the following definitions shall apply:
Noncompetition Nonsolicitation and Confidentiality. (a) NONCOMPETITION. Each Shareholder acknowledges that it has extensive knowledge and a unique understanding of the business of the Company, has been directly involved with the establishment and continued development of the Company's customer relations and has had access to all of the proprietary and confidential information used in the business of the Company. Each Shareholder further acknowledges that if she or any of her Affiliates were to compete with the Company or Buyer in such business following the Closing, great harm would come to Buyer thereby destroying any value associated with the purchase of the Company and the goodwill of the Company. In furtherance of the sale of the Company Shares to Buyer hereunder by virtue of the transactions contemplated hereby and to more effectively protect the value of the Company so sold, each Shareholder covenants and agrees that, for a period beginning on the Closing Date and ending on the date which is three years after the date such Shareholder ceases to be employed by the Company, Buyer or an Affiliate of Buyer (the "Term"), such Shareholder shall not, and such Shareholder shall cause her Affiliates not to, directly or indirectly, as employee, agent, consultant, stockholder, director, partner or in any other individual or representative capacity, own, operate, manage, control, engage in, invest in or participate in any manner in, act as a consultant or advisor to, render services for (alone or in association with any person, firm, corporation or entity), or otherwise assist any person or entity that engages in or owns, invests in, operates, manages or controls any venture or enterprise that directly or indirectly engages or proposes to engage in the Business anywhere in or into the United States (the "Territory"), other than on behalf of and as an employee of the Company, the Buyer or an Affiliate of the Buyer. Notwithstanding the foregoing, nothing contained in this Section 8.1(a) shall prohibit a Shareholder or its respective Affiliates from (i) owning not more than an aggregate of one percent (1%) of any class of stock of any company which is listed on a national securities exchange or traded in the over-the-counter market and which is engaged in the Business, (ii) being employed in the human resources department of a company that is not engaged in the Business, (iii) acting as a consultant to the human resources department of a company that is not engaged in the Business, provided that such Shareholder is ...
Noncompetition Nonsolicitation and Confidentiality. From and after the Closing:
Noncompetition Nonsolicitation and Confidentiality. Employee, contemporaneously herewith, shall enter into a Noncompetition, Nonsolicitation, and Confidentiality Agreement, the terms of which are incorporated herein and made a part hereof as though set forth in this Agreement.
Noncompetition Nonsolicitation and Confidentiality. In consideration of the payment of the Purchase Price and other mutual covenants provided for herein to Seller at the Closing, Seller agrees that:
Noncompetition Nonsolicitation and Confidentiality. The Restricted Party acknowledges the highly competitive nature of the businesses of CHS and its affiliates (collectively, the “CHS Group”) and accordingly agrees as follows:
(a) From the Effective Date and during the three (3) year period immediately following the Effective Date (the “Restricted Period”), the Restricted Party shall not, whether on the Restricted Party’s own behalf or on behalf of or in conjunction with any person or entity (including, PICO Northstar Oklahoma, LLC, a Delaware limited liability company (“PICO Oklahoma”)), directly or indirectly, solicit or assist in soliciting, in competition with the CHS Group with respect to the Competitive Business (as defined in Section 1(b)(i)), the business of any customer or prospective customer of the Hallock Plant:
(i) with whom the Restricted Party or its subsidiaries or affiliates had contact or dealings during the one (1) year period immediately preceding the Effective Date; or
(ii) with whom employees of the Restricted Party or its subsidiaries or affiliates had personal contact or dealings during the one (1) year period immediately preceding the Effective Date.
(b) During the Restricted Period, the Restricted Party shall not, whether on the Restricted Party’s own behalf or on behalf of or in conjunction with any person or entity (including PICO Oklahoma), directly or indirectly:
(i) engage in the business of processing canola seeds and refining canola oils (the “Competitive Business”) anywhere within a two hundred fifty (250) mile radius of the Hallock Plant (the “Restricted Area”); or
(ii) acquire a financial interest in any Competitive Business, directly or indirectly, anywhere within the Restricted Area, provided that such limitation shall not limit the Restricted Party from purchasing, directly or indirectly, any publicly traded securities of an entity involved in any Competitive Business, provided such Restricted Party’s interest in such entity does not exceed five percent (5%) of the outstanding securities of such entity. 1 NTD: Execution version to include name of Restricted Party: (1) PICO Holdings, Inc.; (2) PICO Northstar Management, LLC; (3) PICO Northstar, LLC; and (4) PICO Northstar Xxxxxxx, LLC. 2 NTD: Appropriate version of bracketed language to be included based on identity of the Restricted Party (e.g., PICO Northstar Xxxxxxx, LLC vs. other Restricted Parties).
(c) During the Restricted Period, the Restricted Party shall not, whether on the Restricted Party’s own behalf or on ...
Noncompetition Nonsolicitation and Confidentiality. Buyer and Seller --------------------------------------------------- acknowledge and agree that, as of the Closing, the noncompetition, nonsolicitation and confidentiality provisions of Section 5.17 of the Agreement supersede in its entirety that certain Non-Compete, Non-Solicitation and Standstill Agreement dated as of February 25, 1998 and that such agreement shall terminate on the Closing Date and be of no further force and effect.
Noncompetition Nonsolicitation and Confidentiality. In --------------------------------------------------- order to induce the Purchaser to enter into this Agreement and consummate the transactions contemplated herein, and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Stockholders hereby agree to the covenants and agreements set forth in this Section 9.10:
Noncompetition Nonsolicitation and Confidentiality. Except as set forth herein, the terms and conditions set forth in Section 4, Noncompetition, Nonsolicitation, and Section 5, Confidentiality, of the Employment Agreement shall remain in full force and effect. Except as set forth herein, nothing contained in this Agreement shall be deemed to revoke or limit in any way the provisions and survivability of Sections 4 and 5 of the Employment Agreement. Notwithstanding anything to the contrary contained in the Employment Agreement, Executive is free to engage directly or indirectly in any business or pursuit with any third party as long as such business or pursuit is not directly competitive with the business of LifeVantage as that business is conducted on the date of this Agreement.
