Company Opportunity and Non-Competition Sample Clauses

Company Opportunity and Non-Competition. (a) The assets and Property of the Company and its Subsidiaries shall at all times be dedicated exclusively to the benefit of the Company. Subject to the foregoing and except as otherwise set forth herein, any Member or Affiliate of any Member may participate in other business activities, whether or not any such activities are competitive with the business of the Company or its Subsidiaries. No Officer, Executive Committee Representative or employee of the Company, so long as such individuals remain in such capacity, shall participate in business in competition with the business of the Company or its Subsidiaries unless such activity is undertaken exclusively as Officer, employee or agent of a Member or Affiliate of a Member. No transaction with the Company or its Subsidiaries shall be voidable solely because a Member has a direct or indirect interest in the transaction if either (i) the transaction is arms-length and fair to the Company or its Subsidiaries or (ii) the disinterested Members (knowing the material facts of the transaction and the Member’s interest) or their Representatives on the Executive Committee specifically authorize, approve, or ratify the transaction.
Sample 1Sample 2
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Company Opportunity and Non-Competition. (a) The assets of the Company shall at all times be dedicated exclusively to the benefit of the Company. Subject to the foregoing and except as otherwise set forth herein, any Member or Affiliate of any Member may participate in other business activities, whether or not any such activities are competitive with the business of the Company. No Officer, Executive Committee Representative or employee of the Company, so long as such individuals remain in such capacity, shall participate in business in competition with the business of the Company unless such activity is undertaken exclusively as Officer, employee or agent of a Member or Affiliate of a Member. No transaction with the Company shall be voidable solely because a Member has a direct or indirect interest in the transaction if either the transaction is arms-length and fair to the Company or the disinterested Members (knowing the material facts of the transaction and the Member’s interest) or their Representatives on the Executive Committee specifically authorize, approve, or ratify the transaction.
Sample 1

Related to Company Opportunity and Non-Competition

  • Confidentiality and Non-Competition To the Company’s knowledge, no director, officer, key employee or consultant of the Company is subject to any confidentiality, non-disclosure, non-competition agreement or non-solicitation agreement with any employer or prior employer that could reasonably be expected to materially affect his ability to be and act in his respective capacity of the Company or be expected to result in a Material Adverse Change.

  • Confidentiality and Non-Competitions To the Company’s knowledge, no director, officer, key employee or consultant of the Company is subject to any confidentiality, non-disclosure, non-competition agreement or non-solicitation agreement with any employer or prior employer that could reasonably be expected to materially affect his ability to be and act in his respective capacity of the Company or be expected to result in a Material Adverse Change.

  • Confidentiality and Noncompetition The Executive shall enter into the Confidentiality Agreement and Non-Compete Agreement. The Executive’s execution of those agreements is a material inducement for the Company to enter into this Agreement. Therefore, this Agreement will be null and void unless the Executive enters into the Confidentiality Agreement and the Non-Compete Agreement.

  • Confidentiality, Non-Solicitation and Non-Competition The Executive agrees that:

  • NON-COMPETITION AND NONSOLICITATION Executive shall not, during the Employment Period and for a period of one (1) year thereafter, directly or indirectly:

  • Noncompetition Nonsolicitation and Nondisparagement The Executive acknowledges and agrees with the Company that, during the course of the Executive's employment with the Company, the Executive has had and will continue to have the opportunity to develop relationships with existing employees, customers and other business associates of the Company, which relationships constitute goodwill of the Company, and the Executive acknowledges and agrees that the Company would be irreparably damaged if the Executive were to take actions that would damage or misappropriate such goodwill. The Executive accordingly covenants and agrees as follows:

  • Non-Solicitation and Non-Competition Ancillary to the agreements to provide Executive with the Confidential Information as set forth above, and in order to aid in the enforcement of those agreements and as a condition of Executive’s employment hereunder, Executive agrees that, during the Term and for a period of two (2) years after the termination of Executive’s employment with the Company (or, in the event Executive is entitled to the payments and benefits described in Section 4.3(c) hereof, for a period of one (1) year after termination of Executive’s employment with the Company) (as applicable, the “Prohibited Period”), Executive will:

  • Confidentiality, Non-Competition and Non-Solicitation Employee agrees, as a condition to Employee’s employment with the Company, to execute the Company’s standard form of Employee Non-Disclosure, Invention Release and Non-Competition Agreement attached hereto as Exhibit A.

  • Noncompetition and Nonsolicitation Executive acknowledges that in the course of his employment with Employer he will become familiar with the Company’s, Employer’s and their respective Subsidiaries’ trade secrets and with other confidential information concerning the Company, Employer and such Subsidiaries and that his services will be of special, unique and extraordinary value to the Company and Employer and such Subsidiaries. Therefore, Executive agrees that:

  • Confidential Information and Non-Competition 10. In exchange for the mutual promises and obligations contained in this Agreement, and contemporaneous with its execution or soon thereafter, Employer promises to deliver to Executive or permit Executive to acquire, be exposed to, and/or have access to material, data, and information of the Company and/or its customers or clients that is confidential, proprietary and/or a trade secret (“Confidential Information”). At all times, both during and after the termination of employment, the Executive shall keep and retain in confidence and shall not disclose, except as required in the course of the Executive’s employment with the Company, to any person, firm or corporation, or use for the Executive’s own purposes, any Confidential Information. For the purposes of this Paragraph, such information shall include, but is not limited to:

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