Covenant Not to Compete; Nonsolicitation. (a) Consultant recognizes, acknowledges and agrees with Company that, for so long as Consultant renders the Services to Company and continuing for a period (the "Restricted Period") equal to the greater of (i) one year following the termination of this Agreement for any reason and (ii) the remainder of the Initial Term and any Renewal Term, as the case may be, he will not, without the prior written consent of Company, directly or indirectly, and whether as principal or investor or as an employee, officer, director, manager, partner, consultant, agent or otherwise, alone or in association with any other person, firm, company, corporation or other business organization, carry on a Competing Business (as hereinafter defined) in any country in which Company or any of its Affiliates has engaged, presently engages, or will engage during such period, in a Competing Business (including, without limitation, any area in which any customer of Company or any of its Affiliates may be located).
Covenant Not to Compete; Nonsolicitation. (a) Except as specifically set forth in this Section 4, during the Period of Employment, the Executive will not engage, directly or indirectly, anywhere in the United States (including its territories, possessions and commonwealths) or Canada in any business which competes or could reasonably be expected to compete with the Company and/or its affiliates and, for such time after the Period of Employment as the Company is making severance payments to the Executive, any business which competes or could reasonably be expected to compete with the Company and/or its affiliates as of the date of termination of the Period of Employment; provided, however, that (i) the ownership by the Executive of less than 2% of the outstanding stock of any publicly traded corporation shall not be deemed solely by reason thereof to cause the Executive to be engaged in any businesses being conducted by such publicly traded corporation; and (ii) the Executive, at his sole discretion, may, by written notice to the Company, terminate the Company’s obligation to make severance payments to the Executive, and upon the termination of such payments, the Executive’s non-competition obligations pursuant to this Section 4 shall terminate. If the final judgment of a court of competent jurisdiction declares that any term or provision of this Section 4(a) is invalid or unenforceable, the parties agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration, or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified after the expiration of the time within which the judgment may be appealed.
Covenant Not to Compete; Nonsolicitation. Employee covenants and agrees that at all times during the period of his employment with Employer and ending one (1) year after termination of Employee's employment with Employer pursuant to which Employee is entitled to a termination payment pursuant to Section 6(A) of this Agreement, Employee shall not, directly in competition with the business of Employer or its affiliates: participate in the management of any business enterprise if such enterprise engages in substantial and direct competition with Employer (i.e. provides services or product to the same customers as the Employer) and such enterprise's sales of any product or service competitive with any product or service of Employer amounted to 25% of such enterprise's net sales for its most recently completed fiscal year and if Employer's net sales of said product or service amounted to 25% of Employer's net sales for its most recently completed fiscal year. Competition will not include (i) the mere ownership of securities in any enterprise and exercise of rights appurtenant thereto or (ii) participation in management of any enterprise or business operation thereof other than in connection with the competitive operation of such enterprise.
Covenant Not to Compete; Nonsolicitation. The covenants of this Section 7.2 shall apply for so long as the Executive is employed by the Company or any of its Subsidiaries and continuing for a period (the “Restricted Period”) equal to two years following the termination of such employment for any reason, provided, however, that the Restricted Period shall be extended by a period of time equal to any period during which the Executive shall be in breach of any of such covenants, and provided, further, that in the event the Executive’s employment with the Company is terminated by the Company under circumstances in which the Executive is not entitled to any severance benefits, the Board may in its discretion elect to waive the covenants of this Section 7.2 in whole or in part, but only if such waiver is authorized by a written resolution approved by the Board and supported by at least one of the Investor’s representatives on the Board.
Covenant Not to Compete; Nonsolicitation. (a) The parties acknowledge that the Executive’s performance of all terms of this Agreement is necessary to protect the Company’s legitimate business interests. The Executive agrees, that, during the Term of Employment and for a period of three (3) years thereafter, he will not, on behalf of himself, or on behalf of any person, company, corporation, partnership or other entity or enterprise, directly or indirectly, as an employee, proprietor, owner, stockholder, partner, member, officer, director, manager, lender, advisor, consultant or otherwise engage in any business or activity competitive with the business activities of the Company or any subsidiary. The Executive further agrees that he will not, directly or indirectly, during the Term of employment and for a period of two years thereafter, solicit the trade or patronage of any customers or prospective customers of the Company, any subsidiary of the Company or of anyone who has heretofore traded or dealt with the Company or any subsidiary of the Company with respect to any technologies, services, products, trade secrets or other matters in which the Company is active.
Covenant Not to Compete; Nonsolicitation. Employee covenants and agrees that at all times during the period of his employment with Employer and ending upon the earlier of (i) one (1) year after termination of Employee's employment with Employer pursuant to which Employee is entitled to a termination payment pursuant to Section 6(A) or (B) of this Agreement, or (ii) six (6) months after termination of Employee's employment with Employer pursuant to which Employee is not entitled to a termination payment pursuant to Section 6(A) or (B) of this Agreement, Employee shall not, directly or indirectly in competition with the business of Employer or its affiliates: participate in the management of any business enterprise if such enterprise engages in substantial and direct competition with Employer and such enterprise's sales of any product or service competitive with any product or service of Employer amounted to 25% of such enterprise's net sales for its most recently completed fiscal year and if Employer's net sales of said product or service amounted to 25% of Employer's net sales for its most recently completed fiscal year. Competition will not include (i) the mere ownership of securities in any enterprise and exercise of rights appurtenant thereto or (ii) participation in management of any enterprise or business operation thereof other than in connection with the competitive operation of such enterprise.
Covenant Not to Compete; Nonsolicitation. During the Employment Term and for one (1) year immediately following the termination of Employee’s employment (the “Noncompete Period”), regardless of the reason, if any, for any such termination, Employee shall not, on his behalf or on behalf of or in conjunction with any other person, persons, firm or partnership, corporation, entity or company:
Covenant Not to Compete; Nonsolicitation. Employee expressly agrees that, during the Term of this Agreement and for a period of two years after the termination of this Agreement, Employee shall not, directly or indirectly, without the prior written consent of the Company, whether as an individual, partner, joint venturer, employee, agent, salesperson, consultant, officer, independent contractor, or owner of any entity, or in any other capacity, alone or in association with, on behalf of, or for the benefit of, any entity or other person:
Covenant Not to Compete; Nonsolicitation. (i) Each of the Seller Parties, individually and on behalf of its counsel, directors, officers, employees and affiliates, agrees that, except with respect to the Excluded Assets, for a period of three (3) years after the Closing Date, each such party shall not directly or indirectly (whether as an agent, consultant, stockholder, manager, partner or in any other capacity) own, operate, manage, control, engage in, invest in, render services to or otherwise assist any person or entity that engages in or owns, invests in, operates, manages or controls any venture or enterprise that engages in any business directly competitive with the Business in the Riverside and San Bernardino areas of Southern California.
Covenant Not to Compete; Nonsolicitation. (a) Except with the prior written consent of the Company authorized by a resolution adopted by the Board, while employed by the Company, you will not, and will not permit any corporation, partnership or other business entity in which you have a financial interest to, engage directly or indirectly in any business which is competitive with the business of the Company; provided that the ownership by you of not more than one percent of the capital stock of any other corporation or a one percent interest in any partnership or other business entity shall not be deemed to be a violation of this Section 5.
