COMPETITION AND CONFLICTS OF INTEREST Sample Clauses

COMPETITION AND CONFLICTS OF INTEREST. In consideration of the benefits payable to Executive under SECTION 8, Executive agrees, simultaneously with the execution hereof to enter into a Non-Competition, Non-Solicitation and Confidentiality Agreement in the form annexed hereto as EXHIBIT A. The Non-Competition, Non-Solicitation and Confidentiality Agreement attached hereto as EXHIBIT A replaces and supersedes any prior or existing agreement by and between Executive and the Company with respect to the subject matter therein. Upon a termination of employment for any reason following a Change in Control, the Non-Competition, Non-Solicitation and Confidentiality Agreement shall terminate and be of no force or effect.
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COMPETITION AND CONFLICTS OF INTEREST. In consideration of the benefits of this Agreement to him, Executive agrees, simultaneously with the execution hereof to enter into a Non- Competition, Non-Solicitation and Confidentiality Agreement in the form annexed hereto as EXHIBIT A.
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COMPETITION AND CONFLICTS OF INTEREST. Xxxxxxx while employed by the ------------------------------------- Company and for a period of one year from the date of termination of such employment, shall not knowingly act or conduct himself to the detriment of the Company, its subsidiaries or affiliates, or in a manner which is inimical or contrary to their interests; specifically, but without limitation, he shall not (i) engage in competition with the Company in any of the businesses in which it may have been engaged at any time during the period of his employment under this Agreement, or (ii) (and until the second anniversary from the date of termination) directly or indirectly solicit, raid, entice, induce, or approach any person who is or was, within six months prior to Xxxxxxx'x termination of employment with the Company, an employee of the Company or of any of its subsidiaries or affiliates to become employed by any other person, firm or corporation. For this purpose, the phrase "engaging in competition" shall mean directly or indirectly owning, managing, operating, joining, controlling or participating in or being connected with, as an officer, employee, partner, stockholder, or otherwise, any business, individual, partnership, firm, corporation or other entity which is a the time engaged principally or significantly in a business which is at the time directly or indirectly in competition with the business of the Company; provided, however, that nothing in this paragraph 6(b) shall prohibit Xxxxxxx from acquiring or holding any issue of stock or securities of and such entity which has any securities listed or national securities exchange, or quoted in the daily listing of over-the-counter market securities unless he and members of his immediate family collectively own, directly or indirectly, more than 2% of any class of voting securities of any such entity at any one time.
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COMPETITION AND CONFLICTS OF INTEREST. While you are employed by the Company and after the termination of your employment as set forth below in this paragraph 5, you shall not knowingly act or conduct yourself to the detriment of the Company, its subsidiaries or affiliates. Specifically, but without limitation, you shall not (1) knowingly engage in competition with the Company in any of the businesses in which it may have been engaged at any time during the period of your employment under this Agreement, unless such Xxxxxx Employment Agreement May 1, 1996 business is discontinued, or (ii) knowingly directly or indirectly solicit, raid, entice, induce, or approach any employee of the Company, or of any of its subsidiaries or affiliates, to become employed by any other person, firm or corporation. For this purpose, the phrase "engaging in competition" shall mean directly or indirectly owning, managing, operating, joining, controlling or participating in or being connected with, as an officer, employee, partner, stockholder, consultant, advisor or otherwise, any business, individual, partnership, firm, corporation or other entity which is at the time engaged principally or significantly in a business which is at the time directly or indirectly in competition with the business of the Company; provided, however that nothing in this paragraph shall prohibit you from acquiring or holding any issue of stock or securities of any such entity which has any securities listed on a national securities exchange, or quoted in the daily listing of over the counter market securities unless you and members of your immediate family collectively own, directly or indirectly, more than 5% of any class of voting securities of any such entity at any one time. The foregoing restrictions shall be operative only in the event you voluntarily terminate your employment prior to the completion of the Public Offering or if your employment is terminated by the Company for specified Cause, and they shall terminate at the expiration of six months from such termination of your employment, unless you have been employed for less than six months in which event they shall terminate at the expiration of that number of months equal to the number of months you were employed by the Company.
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COMPETITION AND CONFLICTS OF INTEREST. As a condition to this Agreement, the Company has required the Executive to execute and deliver the Amended and Restated Non-Competition Agreement in the form attached hereto as Exhibit C (the "Amended and Restated Non-Competition Agreement").
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COMPETITION AND CONFLICTS OF INTEREST 
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Related to COMPETITION AND CONFLICTS OF INTEREST

  • Certain Conflicts of Interest Except as may be provided herein or as otherwise addressed by the Company’s conflicts of interest policies, the Company may not engage in any transaction involving a Conflict of Interest without first submitting such transaction to the Independent Representative for approval to determine whether such transaction is fair and reasonable to the Company and the Members; provided, however, that the Company may not purchase investments from Fundrise Lending, LLC, or its Affiliates without a determination by the Independent Representative that such transaction is fair and reasonable to the Company and at a price to the Company that is not materially greater than the cost of the asset to Fundrise Lending, LLC, or its Affiliate, as applicable. The resolution of any Conflict of Interest approved by the Independent Representative shall be conclusively deemed to be fair and reasonable to the Company and the Members and not a breach of any duty hereunder at law, in equity or otherwise. Notwithstanding the above, to the extent required by applicable law, any transaction involving certain Conflicts of Interest shall be subject to review and approval by the Independent Representative.

  • No Conflicts of Interest A. Contractor represents and warrants that it has no actual or potential conflicts of interest in providing the requested goods or services to System Agency under this Contract or any related Solicitation and that Contractor’s provision of the requested goods and/or services under this Contract and any related Solicitation will not constitute an actual or potential conflict of interest or reasonably create an appearance of impropriety.

  • Conflicts of Interest The Parties confirm that they have not offered, given, or accepted, nor intend to give at any time hereafter any economic opportunity, future employment, gift, loan, gratuity, special discount, trip, favor, service to the other in connection with this Agreement. Vendor affirms that, to the best of Vendor’s knowledge, this Agreement has been arrived at independently, and is awarded without collusion with anyone to obtain information or gain any favoritism that would in any way limit competition or give an unfair advantage over other vendors in the award of this Agreement. Vendor agrees that it has disclosed any necessary affiliations with Region 8 Education Service Center and the TIPS Department, if any, through the Conflict of Interest attachment provided in the solicitation resulting in this Agreement.

  • Conflicts of Interests The Company shall use its best efforts to ensure that the Company's employees, during the term of their employment with the Company, do not engage in activities that would result in a conflict of interest with the Company. The Company's obligations hereunder include, but are not limited to, requiring that the Company's employees devote their primary productive time, ability, and attention, to the business of the Company (provided, however, the Company's employees may engage in other business activity if such activity does not materially interfere with their obligations to the Company), requiring that the Company's employees enter into agreements regarding proprietary information and confidentiality and preventing the Company's employees from engaging or participating in any business that is in competition with the business of the Company.

  • Potential Conflicts of Interest (a) Subject to applicable statutes and regulations, it is understood that directors, officers or agents of the Fund are or may be interested in the Investment Manager as directors, officers, employees, agents, shareholders or otherwise, and that the directors, officers, employees, agents or shareholders of the Investment Manager may be interested in the Fund as a director, officer, agent or otherwise.

  • Organizational Conflicts of Interest (a) The Contractor warrants that to the best of its knowledge and belief and except as otherwise disclosed, it does not have any organizational conflict of interest which is defined as a situation in which the nature of work under this contract and a contractor's organizational, financial, contractual or other interests are such that:

  • Resolution of Conflicts of Interest (a) Unless otherwise expressly provided in this Agreement, the Operating Partnership Agreement or the limited liability company or partnership agreement of any other Group Member, whenever a potential conflict of interest exists or arises between the General Partner or any of its Affiliates, on the one hand, and the Partnership, the Operating Partnership, any other Group Member, any Partner or any Assignee, on the other, any resolution or course of action by the General Partner or its Affiliates in respect of such conflict of interest shall be permitted and deemed approved by all Partners, and shall not constitute a breach of this Agreement, of the Operating Partnership Agreement, of any agreement contemplated herein or therein, or of any duty stated or implied by law or equity, if the resolution or course of action is, or by operation of this Agreement is deemed to be, fair and reasonable to the Partnership. The General Partner shall be authorized but not required in connection with its resolution of such conflict of interest to seek Special Approval of such resolution. Any conflict of interest and any resolution of such conflict of interest shall be conclusively deemed fair and reasonable to the Partnership if such conflict of interest or resolution is (i) approved by Special Approval (as long as the material facts known to the General Partner or any of its Affiliates regarding any proposed transaction were disclosed to the Conflicts Committee at the time it gave its approval), (ii) on terms no less favorable to the Partnership than those generally being provided to or available from unrelated third parties or (iii) fair to the Partnership, taking into account the totality of the relationships between the parties involved (including other transactions that may be particularly favorable or advantageous to the Partnership). The General Partner may also adopt a resolution or course of action that has not received Special Approval. The General Partner (including the Conflicts Committee in connection with Special Approval) shall be authorized in connection with its determination of what is “fair and reasonable” to the Partnership and in connection with its resolution of any conflict of interest to consider (A) the relative interests of any party to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interest; (B) any customary or accepted industry practices and any customary or historical dealings with a particular Person; (C) any applicable generally accepted accounting practices or principles; and (D) such additional factors as the General Partner (including the Conflicts Committee) determines in its sole discretion to be relevant, reasonable or appropriate under the circumstances. Nothing contained in this Agreement, however, is intended to nor shall it be construed to require the General Partner (including the Conflicts Committee) to consider the interests of any Person other than the Partnership. In the absence of bad faith by the General Partner, the resolution, action or terms so made, taken or provided by the General Partner with respect to such matter shall not constitute a breach of this Agreement or any other agreement contemplated herein or a breach of any standard of care or duty imposed herein or therein or, to the extent permitted by law, under the Delaware Act or any other law, rule or regulation.

  • No Conflicts, etc The execution, delivery, and performance by the Company of the Transaction Documents, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (i) result in a breach or violation of, or conflict with any of the terms and provisions of, or constitute a default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any agreement, obligation, condition, covenant or instrument to which the Company is a party or bound or to which its property is subject except pursuant to the Trust Agreement; (ii) result in any violation of the provisions of the Amended and Restated Certificate of Incorporation and Bylaws of the Company, each as may be amended (collectively, the “Charter Documents”); or (iii) violate any existing applicable statute, law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its properties, assets or business constituted as of the date hereof.

  • No Conflicts or Defaults The execution and delivery of this Agreement by the Company and the consummation of the transactions contemplated hereby do not and shall not (a) contravene the Certificate of Incorporation or By-laws of the Company or (b) with or without the giving of notice or the passage of time (i) violate, conflict with, or result in a breach of, or a default or loss of rights under, any material covenant, agreement, mortgage, indenture, lease, instrument, permit or license to which the Company is a party or by which the Company is bound, or any judgment, order or decree, or any law, rule or regulation to which the Company is subject, (ii) result in the creation of, or give any party the right to create, any lien, charge, encumbrance or any other right or adverse interest (“Liens”) upon any of the assets of the Company, (iii) terminate or give any party the right to terminate, amend, abandon or refuse to perform, any material agreement, arrangement or commitment to which the Company is a party or by which the Company’s assets are bound, or (iv) accelerate or modify, or give any party the right to accelerate or modify, the time within which, or the terms under which, the Company is to perform any duties or obligations or receive any rights or benefits under any material agreement, arrangement or commitment to which it is a party.

  • Resolution of Conflicts of Interest; Standards of Conduct and Modification of Duties (a) Unless otherwise expressly provided in this Agreement or any Group Member Agreement, whenever a potential conflict of interest exists or arises between the General Partner or any of its Affiliates, or any member of the Board of Directors, on the one hand, and the Partnership, any Group Member or any Partner, on the other, any resolution or course of action in respect of such conflict of interest shall be permitted and deemed approved by all Partners, and shall not constitute a breach of this Agreement, of any Group Member Agreement, of any agreement contemplated herein or therein, or of any duty stated or implied by law or equity, if the resolution or course of action in respect of such conflict of interest is (i) approved by Special Approval, (ii) approved by the vote of a majority of the Outstanding Common Units (excluding Common Units owned by the General Partner and its Affiliates), (iii) on terms no less favorable to the Partnership than those generally being provided to or available from unrelated third parties or (iv) fair and reasonable to the Partnership, taking into account the totality of the relationships between the parties involved (including other transactions that may be particularly favorable or advantageous to the Partnership). The General Partner and the Board of Directors may but shall not be required in connection with the resolution of such conflict of interest to seek Special Approval of such resolution, and the General Partner or the Board of Directors, as the case may be, may also adopt a resolution or course of action that has not received Special Approval. If Special Approval is sought, then, notwithstanding any other provision of this Agreement or law that would otherwise apply, (x) the Conflicts Committee will be authorized in connection with its determination of whether to provide Special Approval to consider any and all factors as it determines to be relevant or appropriate under the circumstances and (y) it will be presumed that, in making its decision, the Conflicts Committee acted in good faith, and if Special Approval is not sought and the Board of Directors determines that the resolution or course of action taken with respect to a conflict of interest satisfies either of the standards set forth in clauses (iii) or (iv) above, then it shall be presumed that, in making its decision the Board of Directors, acted in good faith, and, in either case, in any proceeding brought by any Limited Partner or by or on behalf of such Limited Partner or any other Limited Partner or the Partnership challenging such approval, the Person bringing or prosecuting such proceeding shall have the burden of overcoming such presumption. Notwithstanding anything to the contrary in this Agreement or any duty otherwise existing at law or equity, the existence of the conflicts of interest described in the Registration Statement are hereby approved by all Partners and shall not constitute a breach of this Agreement or of any duty hereunder or existing at law, in equity or otherwise.

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