Common use of Certain Restrictive Covenants Clause in Contracts

Certain Restrictive Covenants. (a) During the Employment Term and, except in the case where the Employment Term has ended as a result of ICG LP electing not to extend the Employment Term pursuant to Section 1 hereof, during the 24-month period following the Date of Termination (the Employment Term and, if applicable, the 24-month period following the Date of Termination, the “Restricted Term”), Executive shall not without the Board’s prior written consent (i) directly or indirectly 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”), (ii) solicit or assist in soliciting in competition with ICG LP or any of its Affiliates, the business of any current or actively being pursued prospective customer, client, partner, member, or (iii) invest or engage in, have any equity interest in, or manage or operate (whether as a director, officer, employee, agent, representative, security holder, consultant or otherwise) any business that competes with the business of ICG LP or any of its Affiliates (including, without limitation, businesses which ICG LP or any of its Affiliates had specific plans to conduct in the future and as to which Executive was aware of such planning, and which were not terminated or abandoned by the relevant entity’s board of directors more than one year prior to the date of Executive’s termination (“Specific Plans”)) in any geographical area that is within 50 miles of any geographical area where ICG LP or any of its Affiliates actually does (or has Specific Plans to) provide its products or services (a “Competitive Business”); provided that: (x) Executive shall be permitted to acquire a passive stock or equity interest in such a Competitive Business provided the stock or other equity interest acquired is not more than five percent (5%) of the outstanding interest in such a Competitive Business; (y) Executive shall be permitted to acquire any investment through a mutual fund, private equity fund or other pooled account that is not controlled by Executive and in which he has less than a five percent (5%) interest; or (z) Executive may provide services to a subsidiary, division or Affiliate of a Competitive Business if such subsidiary, division or Affiliate is not itself engaged in a Competitive Business and Executive does not provide services to, or have any responsibilities regarding, the Competitive Business. At any time during the Restricted Term following the Date of Termination, Executive may request in writing that the Board consent to Executive’s direct or indirect engagement in, ownership of an equity interest in, or management or operation of (whether as a director, officer, employee, agent, representative, security holder, consultant or otherwise) any Competitive Business, which request the Board shall consider in good faith based upon the Board’s reasonable and good faith determination of the potential impact of Executive’s involvement in such Competitive Business on ICG LP and its Affiliates.

Certain Restrictive Covenants. (a) During the Employment Term and, except in the case where the Employment Term has ended as a result of ICG LP electing not to extend the Employment Term pursuant to Section 1 hereof, during the 24The Non-month period following the Date of Termination (the Employment Term and, if applicable, the 24-month period following the Date of Termination, the “Restricted Term”), Executive shall not without the Board’s prior written consent Compete Parties acknowledge that (i) Buyer would not have entered into this Agreement but for the agreements and covenants contained in this Section 7.2; and (ii) the agreements and covenants contained in this Section 7.2 are essential to protect the Purchased Assets being sold hereunder and are reasonable and appropriate in scope. To induce Buyer to enter into this Agreement, the Non-Compete Parties covenant and agree that throughout the Restricted Period, the Non-Compete Parties shall not, directly or indirectly (whether on Executive’s own behalf or on behalf of by itself, through an Affiliate or in partnership or conjunction with any personwith, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), (ii) solicit or assist in soliciting in competition with ICG LP or any of its Affiliates, the business of any current or actively being pursued prospective customer, client, as a partner, member, or (iii) invest or engage in, have any equity interest in, or manage or operate (whether as a directorequityholder, officer, employeedirector, manager, principal, agent, representativetrustee, security holderconsultant, consultant lender or otherwiseany other relationship or capacity, any other Person), (A) own, invest in, provide financial resources to, operate, join, manage, control, undertake, participate in, engage in or assist others in operating, joining, managing, controlling, undertaking, participating in or engaging in the Business or any activity for any business division that directly competes with the Business; (B) have an interest in any Person engaged, directly or indirectly, in the Business or in any business that competes with Buyer in connection with the business of ICG LP Business, directly or indirectly, in any of its Affiliates (capacity, including, without limitation, businesses which ICG LP as a partner, member, equityholder, officer, director, manager, principal, agent, trustee or consultant, lender or any of its Affiliates had specific plans to conduct other relationship or capacity, except as permitted herein; (C) divert, sell, refer, transfer, provide, place, handle, market, accept, aid, counsel or consult in the future and as to placement, renewal, discontinuance or replacement of any Insurance Products or Services for (x) any Client Account or which Executive was aware an account of such planning, and which were not terminated or abandoned by the relevant entity’s board of directors more than one year Business within two years prior to the date Closing Date, including without limitation, the Clients or (y) any Person (other than a then-Client but including former clients) with respect to whom, at any time during the one-year period preceding the Closing Date, the Seller or any Employee on behalf of Executive’s termination Seller: (“Specific Plans”)I) submitted or assisted in any geographical area that is within 50 miles the submission of a presentation or proposal of any geographical area where ICG LP kind, (II) had material contact or acquired Confidential Information, or (III) incurred travel and/or entertainment expenses which were reimbursed by the Seller; (D) accept commission income other than under the Client Services Agreement or the Referral Agreement or, directly or indirectly, solicit or contact, or direct any Person to solicit or contact, in connection with the conduct of its Affiliates actually the Business (1) any broker or sub-producers that produce insurance through the Business or (2) any Carrier who has a business relationship with the Business; or (E) hire or engage, or attempt to hire or engage, any employee of Buyer (including any Transferred Employee), or solicit or induce, or attempt to solicit or induce, any employee or consultant of Buyer (including any Transferred Employee) to leave the employ of, or sever such employee or consultant’s engagement with Xxxxx, or to work for any competitor of Buyer; provided, however, any Non-Compete Party may own, directly or indirectly, solely as a passive investment, securities of any Person which are publicly traded if such Non-Compete Party (i) is not a controlling person of, or a member of a group which controls, such Person and (ii) does not, directly or indirectly, own four percent (4%) or has Specific Plans to) provide its products or services (a “Competitive Business”); provided thatmore of any class of securities of such Person. This Section 7.2 will not apply as follows: (x) Executive shall be permitted to acquire a passive stock or equity interest in such a Competitive Business provided the stock or other equity interest acquired is not more than five percent (5%) if any of the outstanding interest Non-Compete Parties, or any of their respective Affiliates, or any of their respective successors, enters into a business combination with another Person (the “Counterparty”) in which the Counterparty or an Affiliate operates a line of business that is competitive with the Business, in which case this Section 7.2(a) shall cease to apply from and after the effectiveness of that business combination provided that such a Competitive BusinessPerson or Business is divested or wound down within eighteen (18) months after the closing of the acquisition of such Person or Business (it being agreed that the Non-Compete Party or its applicable Affiliate will first inform Buyer if it intends to divest such Person or Business and shall consider in good faith any offer timely submitted by Buyer therefor); or (y) Executive shall be permitted preclude any of the Non-Compete Parties, or any of their respective Affiliates, or any of their respective successors, from providing banking, wealth management or similar financial products or services to acquire any investment through a mutual fund, private equity fund Person who engages in any business or other pooled account activity that is not controlled by Executive and in which he has less than a five percent (5%) interestcompetitive with the Business; or (z) Executive may provide services to a subsidiarypreclude any of the Non-Compete Parties, division or Affiliate any of a Competitive Business if such subsidiarytheir respective Affiliates, division or Affiliate any of their respective successors, from engaging in general marketing or advertisements, through any medium including online channels (including social media but excluding electronic mail), provided that any communication covered by this clause (z) is not itself engaged in a Competitive Business and Executive does not provide services to, specifically targeted at any customer or have any responsibilities regarding, employee of Buyer (including the Competitive Business. At any time during the Restricted Term following the Date of Termination, Executive may request in writing that the Board consent to Executive’s direct or indirect engagement in, ownership of an equity interest in, or management or operation of (whether as a director, officer, employee, agent, representative, security holder, consultant or otherwise) any Competitive Business, which request the Board shall consider in good faith based upon the Board’s reasonable and good faith determination of the potential impact of Executive’s involvement in such Competitive Business on ICG LP and its Affiliates).

Certain Restrictive Covenants. (a) During the Employment Term andand , except in the case where the Employment Term has ended as a result of ICG LP electing not to extend the Employment Term pursuant to Section 1 hereof, during the 24-month period following the Date of Termination (the Employment Term and, if applicable, the 24-month period following the Date of Termination, the “Restricted Term”), Executive shall not without the Board’s prior written consent (i) directly or indirectly 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”), (ii) solicit or assist in soliciting in competition with ICG LP or any of its Affiliates, the business of any current or actively being pursued prospective customer, client, partner, member, or (iii) invest or engage in, have any equity interest in, or manage or operate (whether as a director, officer, employee, agent, representative, security holder, consultant or otherwise) any business that competes with the business of ICG LP or any of its Affiliates (including, without limitation, businesses which ICG LP or any of its Affiliates had specific plans to conduct in the future and as to which Executive was aware of such planning, and which were not terminated or abandoned by the relevant entity’s board of directors more than one year prior to the date of Executive’s termination (“Specific Plans”)) in any geographical area that is within 50 miles of any geographical area where ICG LP or any of its Affiliates actually does (or has Specific Plans to) provide its products or services (a “Competitive Business”); provided that: (x) Executive shall be permitted to acquire a passive stock or equity interest in such a Competitive Business provided the stock or other equity interest acquired is not more than five percent (5%) of the outstanding interest in such a Competitive Business; (y) Executive shall be permitted to acquire any investment through a mutual fund, private equity fund or other pooled account that is not controlled by Executive and in which he has less than a five percent (5%) interest; or (z) Executive may provide services to a subsidiary, division or Affiliate of a Competitive Business if such subsidiary, division or Affiliate is not itself engaged in a Competitive Business and Executive does not provide services to, or have any responsibilities regarding, the Competitive Business. At any time during the Restricted Term following the Date of Termination, Executive may request in writing that the Board consent to Executive’s direct or indirect engagement in, ownership of an equity interest in, or management or operation of (whether as a director, officer, employee, agent, representative, security holder, consultant or otherwise) any Competitive Business, which request the Board shall consider in good faith based upon the Board’s reasonable and good faith determination of the potential impact of Executive’s involvement in such Competitive Business on ICG LP and its Affiliates.

Certain Restrictive Covenants. (a) During Moller hereby covenants that (i) during the Employment Term andperiod (the "INITIAL RESTRICTED PERIOD") commencing as of the date of this Agreement and ending on December 31, 2004 (except solely by virtue of the performance of Moller's obligations under an employment agreement (the "EMPLOYMENT AGREEMENT") of even date herewith between Moller and Adnet) and (ii) during the Additional Restricted Period (as defined below) ((i) and (ii), collectively, the "RESTRICTED PERIOD"), Moller will not (whether for his own account, as an employee or otherwise on behalf of any other Person, or in any other capacity), and will cause his Affiliates (as defined below) not to, directly or indirectly, (x) engage in any of the case where Restricted Activities, in any country of the Employment Term has ended as a result of ICG LP electing not to extend the Employment Term pursuant to Section 1 hereofworld in which Adnet is then (or, during the 24-month period following Additional Restricted Period, was as of the Date end of Termination the Initial Restricted Period) engaged, or proposes (or, during the Employment Term andAdditional Restricted Period, if applicableproposed as of the end of the Initial Restricted Period) imminently to be engaged, the 24-month period following the Date in such Restricted Activities or (y) without limitation of Termination, the “Restricted Term”clause (x), Executive shall not without the Board’s prior written consent (i) directly become or indirectly whether on Executive’s own behalf remain a stockholder of a corporation or on behalf a member of or in conjunction with any person, firm, a partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), (ii) solicit or assist in soliciting in competition with ICG LP limited liability company or any of its Affiliates, the business of any current or actively being pursued prospective customer, client, partner, memberother Person, or (iii) invest or engage in, have otherwise own any equity interest inin any Person, or manage or operate (whether engaged in any of the Restricted Activities in any such country, act as a directorconsultant to any Person with respect to any Restricted Activities in any such country or otherwise provide any other assistance to any Person with respect to any Restricted Activities in any such country; PROVIDED, officerhowever, employeethat, agentnotwithstanding the foregoing, representative, security holder, consultant or otherwise) any business that competes with the business of ICG LP or any of its Moller and his Affiliates (including, without limitation, businesses which ICG LP or any of its Affiliates had specific plans to conduct may own in the future and as to which Executive was aware of such planning, and which were not terminated or abandoned by the relevant entity’s board of directors more aggregate less than one year prior to the date of Executive’s termination (“Specific Plans”)) in any geographical area that is within 50 miles of any geographical area where ICG LP or any of its Affiliates actually does (or has Specific Plans to) provide its products or services (a “Competitive Business”); provided that: (x) Executive shall be permitted to acquire a passive stock or equity interest in such a Competitive Business provided the stock or other equity interest acquired is not more than five percent (5%) of the outstanding interest in such shares of stock of any corporation whose shares are publicly traded on a Competitive Business; (y) Executive shall be permitted to acquire any investment through a mutual fund, private equity fund United States or other pooled account that is not controlled by Executive and in which he has less than a five percent (5%) interest; or (z) Executive may provide services to a subsidiary, division or Affiliate of a Competitive Business if such subsidiary, division or Affiliate is not itself engaged in a Competitive Business and Executive does not provide services to, or have any responsibilities regardingforeign stock exchange, the Competitive Business. At NASDAQ Stock Market or any time during over-the-counter public securities market in the Restricted Term following the Date of Termination, Executive may request in writing that the Board consent to Executive’s direct or indirect engagement in, ownership of an equity interest in, or management or operation of (whether as a director, officer, employee, agent, representative, security holder, consultant or otherwise) any Competitive Business, which request the Board shall consider in good faith based upon the Board’s reasonable and good faith determination of the potential impact of Executive’s involvement in such Competitive Business on ICG LP and its AffiliatesUnited States.