Duty to the Company. While employed by the Company, Employee: (a) will devote his or her full working time and best efforts to the business of the Company; and (b) will not (without the prior, express, written consent of the Chief Executive Officer of the Company) engage in any business activity (whether or not for gain) that interferes with Employee’s work for the Company. Notwithstanding the previous sentence, this Employment Agreement does not prohibit Employee from managing his or her personal investments or engaging in charitable and unpaid professional activities (including serving on charitable and professional boards), so long as doing so does not materially interfere with Employee’s work for the Company or violate Section 7 of this Employment Agreement.
Duty to the Company. The Board shall cause the Company to conduct its business and operations separate and apart from that of any Member, Director, or any of their Affiliates. The Board shall take all actions which may be necessary or appropriate: (1) for the continuation of the Company’s valid existence as a limited liability company under the laws of the State of Delaware and each other jurisdiction in which the existence is necessary to protect the limited liability of Members and Unitholders or to enable the Company to conduct the business in which it is engaged; and (2) for the accomplishment of the Company’s purposes, including the acquisition, development, maintenance, preservation, and operation of Company property in accordance with the provisions of this Agreement and applicable laws and regulations. Each Director shall have the duty to discharge the foregoing duties in good faith, in a manner the Director reasonably believes to be in the best interests of the Company, and with the care an ordinarily prudent person in a like position would exercise under similar circumstances. A Director is not under any other duty to the Company or the Members to conduct the affairs of the Company in a particular manner.
Duty to the Company. I will promptly disclose to the Company all Confidential Information, Inventions, Materials or Intellectual Property, as well as any business opportunity which comes to my attention during my Relationship with the Company and which relates to the business of the Company or which arises as a result of my employment with the Company. I will not take advantage of or divert any such opportunity for the benefit of myself or anyone else either during or after my Relationship with the Company without the prior written consent of the Company.
Duty to the Company. The Service Provider shall dedicate sufficient personnel and resources to provide the Services in accordance with Prudent Industry Practices.
Duty to the Company. While employed by the Company, Employee: (a) will devote his or her full working time (to the extent requested by the CEO), and will devote his best efforts, to performing his duties hereunder and in promoting the business of the Company; and (b) will not (without the prior, express, written consent of the CEO) engage in any other business activity (whether or not for gain). Notwithstanding the previous sentence, this Transition and Retirement Agreement does not prohibit Employee from managing his or her personal investments or engaging in charitable and unpaid professional activities (including serving on charitable and professional boards), so long as doing so does not materially interfere with Employee’s work for the Company or violate Section 7 of this Agreement.
Duty to the Company. While employed by the Company, Employee: (a) will devote his full working time and best efforts to the business of the Company; (b) comply with the Company’s and MKS’ policies; and (c) will not (without the prior, express, written consent of MKS’ CEO) engage in any business activity (whether or not for gain) that interferes with Employee’s work for the Company. Notwithstanding the previous sentence, this Employment Agreement does not prohibit Employee from managing his personal investments or engaging in charitable and unpaid professional activities (including serving on charitable and professional boards), so long as doing so does not materially interfere with Employee’s work for the Company. As a condition of employment and a material term of this Employment Agreement, Employee (x) acknowledges and agrees that the Restrictive Covenant Agreement will continue in full force and effect; (y) acknowledges that he may have access to MKS confidential and proprietary information and may obtain competitively valuable information about or develop relationships with MKS customers, employees, contractors and suppliers; and (z) agrees that his obligations under the Restrictive Covenant Agreement are expanded as if the term “ESI” were replaced with the phrase “ESI and/or MKS Instruments, Inc.” in every provision of the Restrictive Covenant Agreement that defines such obligations.
Duty to the Company. During the term of this Agreement Branson will well and faithfully serve the Company and use all reasonable endeavours to promote the interest of the Company; will act honestly, in good faith and in the best interests of the Company. Branson will adhere to all applicable policies of the Company.
Duty to the Company. (a) Persons serving as Managers and officers of the Company are expected to devote such time and effort to the Business as they determine to be appropriate or necessary in the circumstances. This provision is for the benefit of the Company and may only be enforced by the Company; the Members and Assignees have no right to enforce this provision on their own behalf.
Duty to the Company. During the term of this Agreement the Consultant will well and faithfully serve the Company and use all reasonable endeavours to promote the interest of the Company. The Consultant will act honestly, in good faith and in the best interests of the Company. The Consultant will adhere to all applicable policies of the Company.
Duty to the Company. Except as permitted in this Section 3, Executive agrees to devote Executive’s services and best energies and abilities to the business and activities of the Company provided, however, that nothing herein shall prevent Executive from participating in charitable organizations and events, overseeing existing investments or investing in other businesses provided that such other businesses are not competitive in any manner with any business then being conducted by the Company, or investing in any business the shares of stock of which are publicly traded even if such businesses are competitive, provided that in the latter instance, Executive’s stock interest in any such business is not a controlling or substantial interest and does not in any event exceed 1% of the issued and outstanding shares of such business.
