Common use of Non-Compete Clause in Contracts

Non-Compete. Executive acknowledges that during his employment relationship with, or through his involvement as a member or stockholder of, any Related Company, Executive has and will become familiar with trade secrets and other Confidential Information concerning such Related Companies, and with investment opportunities relating to their respective businesses, and that Executive’s services have been and will be of special, unique and extraordinary value to the foregoing entities. Therefore, Executive agrees that, during the Employment Period and for a period of two years thereafter (the “Noncompete Period”), he will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in any business, or invest in or lend money to any business (in each case, including on his own behalf or on behalf of another Person) which constitutes or is competitive with (including, without limitation, by competing for the same subscriber or customer base) any business conducted by any System owned or managed by any Related Company (as and where such Systems are operated or managed or are proposed to be operated or managed by the Related Companies during the Employment Period, or as of the end of the Employment Period if the Employment Period has then ended) (any such business, a “Competitive Business”). Nothing in this Section 8 will prohibit Executive from (i) being a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect participation in the business of such corporation or (ii) at any time during the portion of the Noncompete Period following the Termination Date, being employed by a Person that is engaged in any Competitive Business or investing in or lending money to any Competitive Business, provided that Executive (A) complies with Section 7 above and (B) has no direct involvement in any aspect of such Competitive Business. By initialing in the space provided below, Executive acknowledges that he has read carefully and had the opportunity to consult with legal counsel regarding the provisions of this Section 8(a). [initial].

Appears in 7 contracts

Samples: Executive Employment Agreement (Atlantic Broadband Management, LLC), Executive Employment Agreement (Atlantic Broadband Management, LLC), Executive Employment Agreement (Atlantic Broadband Management, LLC)

Non-Compete. Executive acknowledges that during his employment relationship with, or through his involvement as a member or stockholder of, any Related Company, Executive has and will become familiar with trade secrets and other Confidential Information concerning such Related Companies, and with investment opportunities relating to their respective businesses, and that Executive’s services have been and will be of special, unique and extraordinary value to the foregoing entities. Therefore, Executive agrees that, during the Employment Period and for a period of two years thereafter (the “Noncompete Period”), he will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in any business, or invest in or lend money to any business (in each case, including on his own behalf or on behalf of another Person) which constitutes or is competitive with (including, without limitation, by competing for the same subscriber or customer base) any business conducted by any System owned or managed by any Related Company (as and where such Systems are operated or managed or are proposed to be operated or managed by the Related Companies during the Employment Period, or as of the end of the Employment Period if the Employment Period has then ended) (any such business, a “Competitive Business”). Nothing in this Section 8 will prohibit Executive from (i) being a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect participation in the business of such corporation or (ii) at any time during the portion of the Noncompete Period following the Termination Date, being employed by a Person that is engaged in any Competitive Business or investing in or lending money to any Competitive Business, provided that Executive (A) complies with Section 7 above and (B) has no direct involvement in any aspect of such Competitive Business . By initialing in the space provided below, Executive acknowledges that he has read carefully and had the opportunity to consult with legal counsel regarding the provisions of this Section 8(a). [initial] .

Appears in 6 contracts

Samples: Amended and Restated Executive Employment Agreement (Atlantic Broadband Finance, LLC), Amended and Restated Executive Employment Agreement (Atlantic Broadband Finance, LLC), Amended and Restated Executive Employment Agreement (Atlantic Broadband Finance, LLC)

Non-Compete. Executive acknowledges agrees that during his employment relationship with, or through his involvement as a member or stockholder of, any Related Company, Executive has and will become familiar with trade secrets and other Confidential Information concerning such Related Companies, and with investment opportunities relating to their respective businesses, and that Executive’s services have been and will be of special, unique and extraordinary value to the foregoing entities. Therefore, Executive agrees that, during the Employment Period Term and for a period of two three (3) years thereafter following the Termination Date (the “ Noncompete Restricted Period”), he will Executive shall not, anywhere in the areas where the Company conducts business (or has expanded resources or time to plan the conduct of business) during the Term, including, but not limited to the United States (the “Restricted Territory”), directly or indirectly indirectly, own, manage, control operate, join, control or participate in in the ownership, consult with management, render services for operation or control of, or in be an officer or an employee of any other manner engage in business or organization that, directly or indirectly (i) provides medical or health care services of any business type to Medicare beneficiaries, or invest in (ii) offers or lend money manages any plan contracting with the Medicare Advantage program or with any dual Medicare/Medicaid program or provides administrative or other services to any business such plan ( in each case, including on his own behalf or on behalf of another Person) which constitutes or is competitive with (including, without limitation, by competing for the same subscriber or customer base) any business conducted by any System owned or managed by any Related Company (as and where such Systems are operated or managed or are proposed to be operated or managed by the Related Companies during the Employment Period, or as of the end of the Employment Period if the Employment Period has then ended) (any such business each, a “ Competitive Restricted Business”). Nothing in this Section 8 will prohibit The foregoing shall not restrict Executive from (i) being a passive owner of less than 5 owning up to 1% of the outstanding stock of a corporation of any class which is publicly traded of securities of any person engaged in a Restricted Business if such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934, so as amended, as long as Executive has no direct such securities are held solely as a passive investment and not with a view to influencing, controlling or indirect participation in directing the business affairs of such corporation or person. Executive acknowledges and agrees that the Restricted Period may be for a period less than three ( ii 3) at any time during years following the portion of Termination Date if (and only if) the Noncompete Period Company delivers a Severance Notice pursuant to Section 5.6 but in no event shall such period be for a period less than one year following the Termination Date , being employed by a Person that is engaged in any Competitive Business or investing in or lending money to any Competitive Business, provided that Executive (A) complies with Section 7 above and (B) has no direct involvement in any aspect of such Competitive Business. By initialing in the space provided below, Executive acknowledges that he has read carefully and had the opportunity to consult with legal counsel regarding the provisions of this Section 8(a). [initial] .

Appears in 6 contracts

Samples: Employment Agreement (Oak Street Health, Inc.), Employment Agreement (Oak Street Health, Inc.), Employment Agreement (Oak Street Health, Inc.)

Non-Compete. Executive acknowledges and ICE agree that during his employment relationship with (a) ICE (which expressly includes, or through his involvement as a member or stockholder of for purposes of this § 5.7, any Related Company its successors and assigns, Executive has and will become familiar with trade secrets the direct and indirect subsidiaries of ICE) is engaged in operating global commodity and financial products marketplaces for the trading of physical commodities, futures contracts, options contracts, and other Confidential Information concerning such Related Companies derivative instruments, providing risk management tools and with investment opportunities clearing services, providing brokerage services and providing market data relating to their respective businesses these services and operations (such business, and together with any other products or services that Executive’s services have been and will be of special, unique and extraordinary value to may in the foregoing entities. Therefore, Executive agrees that, future during the Employment Period and for a period pendency of two years thereafter ( Employee’s employment be offered or listed by ICE or any entity that is then an affiliate of ICE, herein being collectively referred to as the “ Noncompete Period Business”), he (b) ICE is one of a limited number of entities that have developed such a Business, (c) while the Business can be and is available to any person or entity who or which has access to the internet and desires to trade, or to monitor the trading of, commodities, the Business is primarily conducted in, and ICE has offices in, the United States, Canada, the United Kingdom and Singapore, (d) Executive is, and is expected to continue to be during the Term, intimately involved in the Business wherever it operates, and Executive will have access to certain confidential, proprietary information of ICE, (e) this § 5.7 is intended to provide fair and reasonable protection to ICE in light of the unique circumstances of the Business and (f) ICE would not have entered into this Employment Agreement but for the covenants and agreements set forth in this § 5.7. Executive therefore agrees that Executive shall not during the Restricted Period, or, if less, for the one (1) year period which starts on the date Executive’s employment terminates under this Employment Agreement, assume or perform, directly or indirectly own indirectly, manage, control, participate in, consult with, render services for any managerial or supervisory responsibilities and duties that are substantially similar to those Executive performs for ICE on the date Executive executes this Employment Agreement, or in any other manner engage in any business act as a management consultant or strategic consultant, or invest in or lend money to any business (in each case, including on his own behalf for or on behalf of another Person) which constitutes or is competitive with (including any other corporation, without limitation partnership, by competing for the same subscriber or customer base) any business conducted by any System owned or managed by any Related Company (as and where such Systems are operated or managed or are proposed to be operated or managed by the Related Companies during the Employment Period venture, or as other business entity that engages in the Business in the United States, Canada, the United Kingdom or Singapore; provided, however, Executive may own up to five percent (5%) of the end of the Employment Period if the Employment Period has then ended) (any such business, a “Competitive Business”). Nothing in this Section 8 will prohibit Executive from (i) being a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly traded, traded company that engages in such competitive business so long as Executive has no direct or indirect participation is only a passive investor and is not actively involved in the business of such corporation or (ii) at any time during the portion of the Noncompete Period following the Termination Date, being employed by a Person that is engaged company in any Competitive Business or investing in or lending money to any Competitive Business, provided that Executive (A) complies with Section 7 above and (B) has no direct involvement in any aspect of such Competitive Business. By initialing in the space provided below, Executive acknowledges that he has read carefully and had the opportunity to consult with legal counsel regarding the provisions of this Section 8(a). [initial] way.

Appears in 6 contracts

Samples: Employment Agreement (Intercontinentalexchange Inc), Employment Agreement (Intercontinentalexchange Inc), Employment Agreement (Intercontinentalexchange Inc)

Non-Compete. During the period commencing on the date of this Agreement and continuing until the first anniversary of the Termination Date, the Executive acknowledges that during his employment relationship with, or through his involvement as a member or stockholder of, any Related Company, Executive has and will become familiar with trade secrets and other Confidential Information concerning such Related Companies, and with investment opportunities relating to their respective businesses, and that Executive’s services have been and will be of special, unique and extraordinary value to the foregoing entities. Therefore, Executive agrees that, during the Employment Period and for a period of two years thereafter (the “Noncompete Period”), he will shall not directly or indirectly indirectly, personally or through others, own, manage , operate, control, participate in, consult with, render perform services for, or in make any other manner engage in any business investment in, assist, or invest in otherwise carry on, the Company business or lend money to any business that directly competes with the Company business ( other than in each case, including on his own behalf the course of performing duties to Company or on behalf any of another Person) which constitutes its affiliates as an employee or is competitive with (including, without limitation, by competing for the same subscriber or customer base) any business conducted by any System owned or managed by any Related Company (as and where such Systems are operated or managed or are proposed to be operated or managed by the Related Companies during the Employment Period, or as of the end of the Employment Period if the Employment Period has then ended) (any such business, a “Competitive Business” other service provider). Nothing Notwithstanding the foregoing, nothing contained in this Section 8 will prohibit 7(b) shall limit or otherwise affect the ability of Executive from (i) being a passive owner of less to own not more than 5 1.0% of the outstanding capital stock of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect participation in the business of such corporation or (ii) at any time during the portion of the Noncompete Period following the Termination Date, being employed by a Person entity that is engaged in any Competitive Business or investing in or lending money to any Competitive Business a business competitive with Company, provided that such investment is a passive investment and the Executive (A) complies with Section 7 above and (B) has no direct involvement is not directly or indirectly involved in any aspect the management or operation of such Competitive Business. By initialing in the space provided below, Executive acknowledges that he has read carefully and had the opportunity business or otherwise providing consulting services to consult with legal counsel regarding the provisions of this Section 8(a). [initial] such business.

Appears in 5 contracts

Samples: Employment Agreement (Trubion Pharmaceuticals, Inc), Employment Agreement (Trubion Pharmaceuticals, Inc), Employment Agreement (Trubion Pharmaceuticals, Inc)

Non-Compete. Executive acknowledges that during his employment relationship with In consideration of and in connection with the Severance Benefits provided under the Agreement, or through his involvement as a member or stockholder of, any Related and in order to protect the good will of the Company, the Executive has hereby covenants and will become familiar with trade secrets and other Confidential Information concerning such Related Companies, and with investment opportunities relating to their respective businesses, and agrees that Executive’s services have been and will be for the eighteen (18) month period following his initial receipt of special, unique and extraordinary value to the foregoing entities. Therefore, Executive agrees that, during the Employment Period and for a period of two years thereafter (the “Noncompete Period”), Severance Benefits he will shall not directly or indirectly indirectly, own, manage, operate, join, control or participate in the ownership, management, operation or control, participate in or be connected as a director, consult with officer, render services for employee, partner, consultant or in otherwise with any Competing Business, other manner engage in than as a shareholder or beneficial owner, directly or indirectly of five (5) percent or less of the outstanding securities of a publicly held Competing Business. For purposes of this Agreement, "Competing Business" means any business, firm or invest enterprise engaged in or lend money a business substantially similar to any the Company's business (in each case, including on his own behalf or on behalf of another Person) which constitutes or is competitive with (including, without limitation, by competing for within the same subscriber or customer base geographical locations in which the Company operates on the Date of Termination. The Executive acknowledges and agrees that at least one half (1/2) any business conducted by any System owned or managed by any Related Company (as and where such Systems are operated or managed or are proposed to be operated or managed by the Related Companies during the Employment Period, or as of the end of the Employment Period if the Employment Period has then ended) (any such business, a “Competitive Business”). Nothing Severance Benefits received hereunder is in exchange for this Section 8 will prohibit Executive from (i) being a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect participation in the business of such corporation or (ii) at any time during the portion of the Noncompete Period following the Termination Date, being employed by a Person that is engaged in any Competitive Business or investing in or lending money to any Competitive Business, provided that Executive (A) complies with Section 7 above and (B) has no direct involvement in any aspect of such Competitive Business. By initialing in the space provided below, Executive acknowledges that he has read carefully and had the opportunity to consult with legal counsel regarding the provisions of this Section 8(a). [initial] non-competition covenant.

Appears in 5 contracts

Samples: Change in Control Severance Agreement (World Color Press Inc /De/), Change in Control Severance Agreement (World Color Press Inc /De/), Change in Control Severance Agreement (World Color Press Inc /De/)

Non-Compete. In further consideration of the compensation to be paid to Executive hereunder, Executive acknowledges that during the course of his employment relationship with, or through his involvement as a member or stockholder of, any Related Company, Executive with the Company he has and will shall become familiar with Holdings’ and the Subsidiaries’ trade secrets and with other Confidential Information concerning such Related Companies, Holdings and with investment opportunities relating to their respective businesses, the Subsidiaries and that Executive’s his services have been and will shall be of special, unique and extraordinary value to Holdings and the foregoing entities. Therefore Subsidiaries, and, therefore, Executive agrees that, during the Employment Period and for a period thereafter of two years thereafter twelve (12) months (the “Noncompete Period”), he will shall not (i) directly or indirectly own own any interest in, manage, control, participate in, consult with, render services for, or in any other manner engage in any business business that derives at least 25% of its gross revenue from the business of providing behavioral healthcare and/or related services or (ii) directly or indirectly manage, control, participate in, consult with or render services specifically with respect to any unit, division, segment or subsidiary of any other business that engages in or otherwise competes with (or was organized for the purpose of engaging in or competing with) the business of providing behavioral healthcare and/or related services (provided that, this clause (ii) shall not be construed to prohibit Executive from directly or indirectly owning any interest in, managing, controlling, participating in, consulting with, rendering services for, or invest in or lend money to any manner engaging in any business ( activities with or for such business generally and, for the avoidance of doubt, not specifically with respect to such unit, division, segment or subsidiary), in each case, including on his own behalf within any geographical area in which Holdings and the Subsidiaries engage in such businesses; provided that Executive shall not be subject to the restrictions set forth in this Section 7(a) if the Employment Period is terminated by the Company without Cause or on behalf by Executive with Good Reason and for so long as the Company is in breach of another Person its obligations under Section 4(b) which constitutes or and such breach is competitive with (including not the subject of a good faith dispute between the Company and Executive. For purposes of this Agreement, the term “participate in” shall include, without limitation, by competing for the same subscriber having any direct or customer base) indirect interest in any business conducted by any System owned Person, whether as a sole proprietor, owner, stockholder, partner, joint venturer, creditor or managed by any Related Company (as and where such Systems are operated or managed or are proposed to be operated or managed by the Related Companies during the Employment Period otherwise, or rendering any direct or indirect service or assistance to any individual, corporation, partnership, joint venture and other business entity (whether as of the end of the Employment Period if the Employment Period has then ended) (any such business a director, a “Competitive Business” officer, manager, supervisor, employee, agent, consultant or otherwise). Nothing in this Section 8 will herein shall prohibit Executive from (i) being a passive owner of less not more than 5 2% of the outstanding stock of any class of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect active participation in the business of such corporation or (ii) at any time during the portion of the Noncompete Period following the Termination Date, being employed by a Person that is engaged in any Competitive Business or investing in or lending money to any Competitive Business, provided that Executive (A) complies with Section 7 above and (B) has no direct involvement in any aspect of such Competitive Business. By initialing in the space provided below, Executive acknowledges that he has read carefully and had the opportunity to consult with legal counsel regarding the provisions of this Section 8(a). [initial] corporation.

Appears in 5 contracts

Samples: Employment Agreement (Acadia Healthcare Company, Inc.), Employment Agreement (Acadia Healthcare Company, Inc.), Employment Agreement (Acadia Healthcare Company, Inc.)

Non-Compete. The Executive acknowledges that during his employment relationship with he/she has gained or will gain extensive and valuable experience and knowledge in the business conducted by the Company and has had or will have extensive contacts with the customers, or through his involvement as a member or stockholder of suppliers, any Related investors, and/or consultants of the Company , . The Executive has and will become familiar with trade secrets and other Confidential Information concerning such Related Companies, and with investment opportunities relating to their respective businesses, and recognizes that Executive’s services have been and will be of special, unique and extraordinary value it is critical to the foregoing entities ongoing success 2 of the Company that it preserve its goodwill and protect its proprietary rights and its other important business interests. Therefore Accordingly, the Executive agrees that that he/she will not, while employed by the Company during the Employment Period Term hereof and for a period of two years one year thereafter ( or, in the “Noncompete Period” event of the Company's termination of the Executive without cause or if the Executive's employment is terminated by him/her for Good Reason (as defined herein) or by the Company within six months before or within twenty-four (24) months after a Change of Control (as defined herein), he will not for such longer period during which the Executive is receiving compensation pursuant to the provisions of Section 8 hereof), directly or indirectly own indirectly, manage engage in (whether as an officer, control employee, participate consultant, director, proprietor, agent, partner or otherwise) or have an ownership interest in, consult with or participate in the financing, render services for operation, management or control of, any person, firm, corporation or business engaged in competition with the Company, any of its affiliates, its parent or subsidiaries in the business of manufacture or sale of printed circuit boards, backpanels, backplanes and/or box build assembly products, or in any other manner engage the development of technology for such businesses; provided, however, that these restrictions shall only apply to the Executive's activities post-termination of employment with persons, firms, corporations or businesses with annual gross revenues in any a competing business, or invest in or lend money to any business as defined herein, (in each case, including on his own behalf or on behalf the aggregate with its affiliated entities) in excess of another Person) which constitutes or one hundred million United States dollars. It is competitive with (including, without limitation, by competing for the same subscriber or customer base) any business conducted by any System owned or managed by any Related Company (as and where such Systems are operated or managed or are proposed to be operated or managed by the Related Companies during the Employment Period, or as agreed that ownership of the end of the Employment Period if the Employment Period has then ended) (any such business, a “Competitive Business”). Nothing in this Section 8 will prohibit Executive from (i) being a passive owner of less no more than 5 4.9% of the outstanding voting stock of a publicly traded corporation shall not constitute a violation of any class which is publicly traded, so long as Executive has no direct or indirect participation in the business of such corporation or (ii) at any time during the portion this provision. In recognition of the Noncompete Period following fact that the Termination Date Company's business is global, being employed by a Person that is engaged the territory to which the restrictions contained in this Section 5(a) shall apply shall be worldwide. The Company may waive the foregoing restrictions or their application in any Competitive Business particular circumstance and may condition any such waiver upon receipt of assurances satisfactory to the Company, from the Executive and/or others, that the Executive's proposed activity will not adversely affect the Company's goodwill, proprietary rights or investing in or lending money to any Competitive Business, provided that Executive (A) complies with Section 7 above and (B) has no direct involvement in any aspect of such Competitive Business. By initialing in the space provided below, Executive acknowledges that he has read carefully and had the opportunity to consult with legal counsel regarding the provisions of this Section 8(a). [initial] other important business interests.

Appears in 5 contracts

Samples: Covenant Not to Compete (Hadco Corp), Covenant Not to Compete (Hadco Corp), Covenant Not to Compete (Hadco Corp)

Non-Compete. Executive acknowledges that during his employment relationship with, or through his involvement as a consultant, contractor, representative, agent, officer, director, partner, member or stockholder of, the Company, any Related Company of its Subsidiaries, or any of their respective Affiliates or any predecessor thereof, Executive has and will become familiar with trade secrets and other Confidential Information concerning such Related Companies companies, and with investment opportunities relating to their respective businesses, and that Executive ’s 's services have been and will be of special, unique and extraordinary value to the foregoing entities. Therefore, Executive agrees that, during his employment with the Employment Period Company and for a period of two years thereafter one year after the Termination Date (the “Noncompete "Non-Compete Period "), he will not not, directly or indirectly indirectly, invest in, own, manage, operate, finance, control, or participate in in the ownership, consult with management, operation, financing, or control of, be employed by, render services for to, or in any other manner engage in any business, or invest in or lend money to connected with any business (in each case, case including on his own behalf or on behalf of another Person ) which constitutes ), whose products, services or is competitive activities compete in whole or in part with (including the products, without limitation, by competing for the same subscriber services or customer base) any business conducted by any System owned or managed by any Related Company (as and where such Systems are operated or managed or are proposed to be operated or managed by the Related Companies during the Employment Period, or as activities of the end of Company or its Affiliates, as they now exist or may exist during such one year period, anywhere within the Employment Period if the Employment Period has then ended United States; provided, however, that Executive may purchase or otherwise acquire up to (but not more than) (any such business, a “Competitive Business”). Nothing in this Section 8 will prohibit Executive from (i) being a passive owner of less than 5 2% of the outstanding stock of a corporation of any class which is publicly traded, so long as Executive has no direct of securities of any enterprise (but without otherwise directly or indirect participation indirectly participating in the business activities of such corporation enterprise) if such securities are listed on any national or (ii regional securities exchange or have been registered under Section 12(g) at any time during the portion of the Noncompete Period following the Termination Date Securities Exchange Act of 1934. Executive agrees that this covenant is reasonable with respect to its duration, being employed by a Person that is engaged in any Competitive Business or investing in or lending money to any Competitive Business geographical area, provided that Executive (A) complies with Section 7 above and (B) has no direct involvement in any aspect of such Competitive Business scope. By initialing in the space provided below, Executive acknowledges that he has read carefully and had the opportunity to consult with legal counsel regarding the provisions of this Section 8(a 7(a). _____ [initial].

Appears in 4 contracts

Samples: Executive Employment Agreement (Suncrest Global Energy Corp), Executive Employment Agreement (Suncrest Global Energy Corp), Executive Employment Agreement (Suncrest Global Energy Corp)

Non-Compete. Executive acknowledges that during his employment relationship with, or through his involvement as a member or stockholder of, any Related Company, Executive has and will become familiar with trade secrets and other Confidential Information concerning such Related Companies, and with investment opportunities relating to their respective businesses, and that Executive’s services have been and will be of special, unique and extraordinary value to the foregoing entities. Therefore, Executive agrees that, during the Employment Period and for a period of two years one year thereafter (the “Noncompete Period”), he will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in any business, or invest be an investor in or lend money lender to any business ( business, in each case, case including on his own behalf or on behalf of another Person ) , which constitutes or is engaged in the business of providing over-the-phone language interpretation services to business and governmental agencies or any other business that is competitive with (including, without limitation, by competing for all or part of the same subscriber or customer base) any business conducted by any System owned or managed by any of the Related Company Companies (as and where such Systems are operated the same is conducted or managed or are proposed to be operated or managed conducted by the Related Companies during the Employment Period, or as of the end of the Employment Period if the Employment Period has then ended ) (any such business, a “Competitive Business” ). Nothing in this Section 8 will prohibit Executive from (i) being a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect participation in the business of such corporation or (ii) at any time during the portion of the Noncompete Period following the Termination Date, being employed by a Person that is engaged in any Competitive Business or investing in or lending money to any Competitive Business, provided that Executive (A) complies with Section 7 above and (B) has no direct involvement in any aspect of such Competitive Business corporation. By initialing in the space provided below, Executive acknowledges that he has read carefully and had the opportunity to consult with legal counsel regarding the provisions of this Section 8(a). [initial].

Appears in 4 contracts

Samples: Executive Employment Agreement (LL Services Inc.), Executive Employment Agreement (Language Line Holdings, Inc.), Executive Employment Agreement (Language Line Holdings, Inc.)

Non-Compete. Executive acknowledges I acknowledge that during his my employment relationship with, or through his involvement as a member or stockholder of, any Related Company, Executive has I will have access to and will become familiar with knowledge of proprietary information and that such proprietary information contains trade secrets. In order to protect the Company Entities’ legitimate business interests including (without limitation) their interests in the Company Entities’ trade secrets and other Confidential Information concerning such Related Companies proprietary information, their relationships with customers, and with investment opportunities relating their customer goodwill, I agree that for the one (1) year period after the date my employment ends for any reason, including but not limited to their respective businesses voluntary termination by me or involuntary termination by the Company Entities (as extended pursuant to Section 10.D, and that Executive’s services have been and will be of special, unique and extraordinary value to the foregoing entities. Therefore, Executive agrees that, during the Employment Period and for a period of two years thereafter (the “Noncompete Period” if applicable), he I will not not, directly or indirectly own indirectly, manage as an officer, control director, participate in employee, consult with consultant, render services for owner, partner, or in any other manner engage in any business capacity solicit, perform, or invest provide, or attempt to perform or provide Conflicting Services (as defined below) anywhere in or lend money the Restricted Territory, to any business person or organization that is engaged in a Competitive Undertaking, nor will I assist another person to solicit, perform or provide or attempt to perform or provide Conflicting Services to any person or organization that is engaged in a Competitive Undertaking, anywhere in the Restricted Territory. Notwithstanding the foregoing, the Company agrees and acknowledges that I may hold up to five percent ( in each case, including on his own behalf or on behalf of another Person 5%) which constitutes or is competitive with (including, without limitation, by competing for the same subscriber or customer base) any business conducted by any System owned or managed by any Related Company (as and where such Systems are operated or managed or are proposed to be operated or managed by the Related Companies during the Employment Period, or as of the end of the Employment Period if the Employment Period has then ended) (any such business, a “Competitive Business”). Nothing in this Section 8 will prohibit Executive from (i) being a passive owner of less than 5% of the outstanding stock of equity interest in a corporation of any class which is publicly traded, so long as Executive has no direct or indirect participation in the business of such corporation or (ii) at any time during the portion of the Noncompete Period following the Termination Date, being employed by a Person held company that is engaged in any Competitive Business or investing in or lending money Undertaking. In addition to any Competitive Business the foregoing, provided that Executive (A) complies with Section 7 above the Company agrees and (B) has no direct involvement in any aspect of such Competitive Business. By initialing in the space provided below, Executive acknowledges that he has read carefully and had the opportunity to consult with legal counsel regarding the provisions it will not be a breach or violation of this Section 8(a) 5.C for me to be employed by or provide services to a third party that is engaged in a Competitive Undertaking and that also is engaged in the manufacture, development or sale of any product, service or process or the research and development thereof, which is not directly competitive with a product, service, or process or the research and development thereof of the Company Entities, with which I worked during my employment or about which I acquired proprietary information during my employment, so long as I am not employed to provide Conflicting Services to the competing portion of such third party and do not provide any information regarding the services that I provided to or performed for the Company Entities during my employment with the Company Entities. [initial] The parties agree that for purposes of this Agreement, “Competitive Undertaking” means the manufacture, development or sale of any product, service, or process or the research and development thereof, by any person or organization other than the Company Entities, that is directly competitive with a product, service, or process or the research and development thereof of the Company Entities, with which I worked directly or indirectly during my employment or about which I acquired proprietary information during my employment. The parties agree that for purposes of this Agreement, “Conflicting Services” means the services that I performed for the Company Entities. The parties agree that for purposes of this Agreement, “Restricted Territory” means the one hundred (100) mile radius of any of the following locations: (i) any Company Entity business location at which I have worked on a regular or occasional basis during the preceding year; (ii) my home if I work from home on a regular or occasional basis; (iii) any potential business location of the Company Entities under active consideration by the Company Entities to which I have traveled in connection with the consideration of that location; (iv) the primary business location of a Customer or Potential Customer; (v) any business location of a Customer or Potential Customer where representatives of the Customer or Potential Customer with whom I have been in contact in the preceding year are based; or (vi) any other location in any other country or state in which I have been engaged or involved in the Company Entities’ efforts to market or sell products or services.

Appears in 4 contracts

Samples: Amended and Restated Employment Agreement (Tenable Holdings, Inc.), Amended and Restated Employment Agreement (Tenable Holdings, Inc.), Amended and Restated Employment Agreement (Tenable Holdings, Inc.)

Non-Compete. Executive acknowledges that during his employment relationship with, or through his involvement as a member or stockholder of, any Related Company, Executive has and will become familiar with trade secrets and other Confidential Information concerning such Related Companies, and with investment opportunities relating to their respective businesses, and that Executive During the period of the Participant’s services have been and will be of special, unique and extraordinary value to the foregoing entities. Therefore, Executive agrees that, during the Employment Period Service and for a period of two years thereafter twelve (12) months following the termination thereof for any reason (the “ Noncompete Restricted Period”), the Participant agrees that he will or she shall not, and shall not permit his or her respective Affiliates to, directly or indirectly own through another Person, manage engage in a Competitive Business (defined below) by providing any services similar to those provided by the Participant during his or her Service with the Company, control, participate in, consult with, render services for, or in any other manner engage geographic location in any which the Company Group is engaged in business, or invest in or lend money to any business which includes the United States ( in each case the “Geographic Area”). For purposes of this Agreement, including on his own behalf or on behalf of another Person) which constitutes or is competitive with (including, without limitation, by competing for the same subscriber or customer base) any business conducted by any System owned or managed by any Related Company (as and where such Systems are operated or managed or are proposed to be operated or managed by the Related Companies during the Employment Period, or as of the end of the Employment Period if the Employment Period has then ended) (any such business, a “Competitive Business ”). Nothing in this Section 8 will prohibit Executive from (i) being a passive owner of less than 5% of the outstanding stock of a corporation of ” shall mean any class which is publicly traded, so long as Executive has no direct or indirect participation in the business of such corporation or (ii) at any time during the portion of the Noncompete Period following the Termination Date, being employed by a Person that is engaged in the acquisition, distribution, marketing, sale, resale, manufacture or production of veterinary pet prescription and over-the-counter medications or related products, and all matters and services incidental or related thereto, or any Competitive Business other business in competition with the business conducted by (or investing in actively being contemplated by) the Company, its Subsidiaries or lending money to any Competitive Business, provided that Executive of its Affiliates ( A) complies with Section 7 above and (B) has no direct involvement in any aspect of such Competitive Business. By initialing in the space provided below, Executive acknowledges that he has read carefully and had the opportunity to consult with legal counsel regarding the provisions of this Section 8(a “Company Group”) . [initial] .

Appears in 3 contracts

Samples: Restricted Stock Unit Agreement (PetIQ, Inc.), Nonqualified Stock Option Agreement (PetIQ, Inc.), Nonqualified Stock Option Agreement (PetIQ, Inc.)

Non-Compete. In further consideration of the compensation to be paid to Executive hereunder, Executive acknowledges that during the course of his employment relationship with, or through his involvement as a member or stockholder of, any Related Company, Executive with the Company he has and will shall become familiar with Acadia’s and the Subsidiaries’ trade secrets and with other Confidential Information concerning such Related Companies, Acadia and with investment opportunities relating to their respective businesses, the Subsidiaries and that Executive’s his services have been and will shall be of special, unique and extraordinary value to Acadia and the foregoing entities. Therefore Subsidiaries, and, therefore, Executive agrees that, during the Employment Period and for a period thereafter of two years thereafter twenty-four (24) months (the “Noncompete Period”), he will shall not (i) directly or indirectly own own any interest in, manage, control, participate in, consult with, render services for, or in any other manner engage in any business business that derives at least 25% of its gross revenue from the business of providing behavioral healthcare and/or related services or (ii) directly or indirectly manage, control, participate in, consult with or render services specifically with respect to any unit, division, segment or subsidiary of any other business that engages in or otherwise competes with (or was organized for the purpose of engaging in or competing with) the business of providing behavioral healthcare and/or related services (provided that, this clause (ii) shall not be construed to prohibit Executive from directly or indirectly owning any interest in, managing, controlling, participating in, consulting with, rendering services for, or invest in or lend money to any manner engaging in any business ( activities with or for such business generally and, for the avoidance of doubt, not specifically with respect to such unit, division, segment or subsidiary), in each case, including on his own behalf within any geographical area in which Acadia and the Subsidiaries engage in such businesses; provided that Executive shall not be subject to the restrictions set forth in this Section 7(a) if the Employment Period is terminated by the Company without Cause or on behalf by Executive with Good Reason and for so long as the Company is in breach of another Person its obligations under Section 4(b) which constitutes or and such breach is competitive with (including not the subject of a good faith dispute between the Company and Executive. For purposes of this Agreement, the term “participate in” shall include, without limitation, by competing for the same subscriber having any direct or customer base) indirect interest in any business conducted by any System owned Person, whether as a sole proprietor, owner, stockholder, partner, joint venturer, creditor or managed by any Related Company (as and where such Systems are operated or managed or are proposed to be operated or managed by the Related Companies during the Employment Period otherwise, or rendering any direct or indirect service or assistance to any individual, corporation, partnership, joint venture and other business entity (whether as of the end of the Employment Period if the Employment Period has then ended) (any such business a director, a “Competitive Business” officer, manager, supervisor, employee, agent, consultant or otherwise). Nothing in this Section 8 will herein shall prohibit Executive from (i) being a passive owner of less not more than 5 2% of the outstanding stock of any class of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect active participation in the business of such corporation or (ii) at any time during the portion of the Noncompete Period following the Termination Date, being employed by a Person that is engaged in any Competitive Business or investing in or lending money to any Competitive Business, provided that Executive (A) complies with Section 7 above and (B) has no direct involvement in any aspect of such Competitive Business. By initialing in the space provided below, Executive acknowledges that he has read carefully and had the opportunity to consult with legal counsel regarding the provisions of this Section 8(a). [initial] corporation.

Appears in 3 contracts

Samples: Employment Agreement (Acadia Healthcare Company, Inc.), Employment Agreement (Acadia Healthcare Company, Inc.), Employment Agreement (Acadia Healthcare Company, Inc.)

Non-Compete. Executive acknowledges that during his employment relationship with Based on the foregoing, or through his involvement as a member or stockholder of, any Related Company, Executive has and will become familiar with trade secrets and other Confidential Information concerning such Related Companies, and with investment opportunities relating to their respective businesses, and that Executive’s services have been and will be of special, unique and extraordinary value to the foregoing entities. Therefore, Executive agrees that, during the Employment Period and for a period of two three (3) years thereafter from the Closing Date (the “ Noncompete Non-Competition Period”), he will each of the Company, Willtek and the Willtek Subsidiaries for itself and its Affiliates, shall not directly or indirectly indirectly, own, manage, operate, join, control , engage in, participate in, consult invest in, actas a consultant or advisor to, or otherwise assist or be connected or associated with, render services for, or in any other manner engage in manner, any business Restricted Business; provided, or invest in or lend money to any business (in each case however, including on his own behalf or on behalf of another Person) which constitutes or is competitive with (including, without limitation, by competing for the same subscriber or customer base) any business conducted by any System owned or managed by any Related Company (as and where such Systems are operated or managed or are proposed to be operated or managed by the Related Companies during the Employment Period, or as of the end of the Employment Period if the Employment Period has then ended) (any such business, a “Competitive Business”). Nothing that nothing contained in this Section 8 will prohibit Executive Agreement shall prevent the Company, Willtek or any Willtek Subsidiary or any of their respective Affiliates (A) from (i) being a passive owner of less than five percent (5 % %) of the outstanding voting stock of a publicly held corporation of any class which is publicly traded for investment purposes, so long as Executive has the Company, Willtek and the Willtek Subsidiaries and their respective Affiliates have no direct or indirect active participation in the such business of such corporation or (ii) at any time during the portion of the Noncompete Period following the Termination Date, being employed by a Person that is engaged in any Competitive Business or investing in or lending money to any Competitive Business, provided that Executive (A) complies with Section 7 above and (B) acquiring all or a majority of the stock or assets of any Person that has no direct involvement a business, division or operations which has 20% or less of its sales in any aspect Restricted Business; provided, however, that the acquisition by any of the Company, Willtek, the Willtek Subsidiaries and their respective Affiliates of a majority of the stock or assets of any Person that has a business, division or operations which has more than 20% of its sales in any Restricted Business shall not be deemed to be a breach of the obligations set forth in this Section 5.5(b) as long as such Competitive acquiring party shall take all commercially reasonable steps to sell or otherwise divest such business, division or operations as soon as reasonably practicable after such acquisition to any unaffiliated Person after first offering to sell such Business to the Buyers and Parent. For purposes of this Section, “Restricted Business . By initialing ” shall mean any business engaged in the space provided below design, Executive acknowledges that he has read carefully development, manufacture or sale of products for terminal testing and had the opportunity to consult with legal counsel regarding the provisions of this Section 8(a). [initial] air interface testing market applications.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Wireless Telecom Group Inc), Asset Purchase Agreement (Wireless Telecom Group Inc)

Non-Compete. Executive acknowledges that during his During your employment relationship with, or through his involvement as a member or stockholder of, any Related Company, Executive has with the Company and will become familiar with trade secrets and other Confidential Information concerning such Related Companies its affiliates, and with investment opportunities relating to their respective businesses if your employment terminates for any reason, and that Executive’s services have been and will be of special whether during or after the Term, unique and extraordinary value to the foregoing entities. Therefore including your voluntary resignation or retirement, Executive agrees that, during the Employment Period and for a period of two years thereafter time equal to the Severance Period defined in Section 4.2.2 (whether or not you are eligible for or receive any severance benefits under Section 4.2.2) or, if you are employed at will, 12 months after your termination of employment for any reason (the “ Noncompete Non-compete Period”), he will not you shall not, directly or indirectly own indirectly, manage, control, participate in, consult with without the prior written consent of the Chief Executive Officer of the Company, render any services to, or act in any capacity for, any Competitive Entity, or acquire any interest of any type in any other manner engage in Competitive Entity; provided, however, that the foregoing shall not be deemed to prohibit you from acquiring, (a) solely as an investment and through market purchases, securities of any business, Competitive Entity which are registered under Section 12(b) or invest in or lend money to any business (in each case, including on his own behalf or on behalf of another Person 12(g) which constitutes or is competitive with (including, without limitation, by competing for the same subscriber or customer base) any business conducted by any System owned or managed by any Related Company (as and where such Systems are operated or managed or are proposed to be operated or managed by the Related Companies during the Employment Period, or as of the end Securities Exchange Act of the Employment Period if the Employment Period has then ended) (any such business, a “Competitive Business”). Nothing in this Section 8 will prohibit Executive from (i) being a passive owner of less than 5% of the outstanding stock of a corporation of any class 1934 and which is are publicly traded, so long as Executive has no direct or indirect participation in you are not part of any control group of such Competitive Entity and such securities, including converted securities, do not constitute more than one percent (1%) of the outstanding voting power of that entity and (b) securities of any Competitive Entity that are not publicly traded, so long as you are not part of any control group of such Competitive Entity and such securities, including converted securities, do not constitute more than three percent (3%) of the outstanding voting power of that entity. For purposes of the foregoing, the following shall be deemed to be a Competitive Entity: (i) any United States based entity a material portion of the business of which is any line of business that comprises a material portion of the business in which the Company engages in, conducts or, to your knowledge, has definitive plans to engage in or conduct and that the Company reasonably expects will comprise a material portion of its business within the succeeding 12 months, whether that business is conducted directly by such corporation entity or a subsidiary of such entity (a “Covered Business”); provided that, you may be employed by or provide services to an ultimate parent company that owns a subsidiary which is materially engaged in a Covered Business, so long as you demonstrate to the Company’s reasonable satisfaction (e.g. represent and warrant to the Company in writing and describe the nature of your responsibilities) that you do not and will not, directly or indirectly, provide any services or advice to, have any responsibility for, or supervision of, any subsidiary materially engaged in a Covered Business, (ii) at any time during entity which has a material commercial relationship with the portion Company and could reasonably derive a material unfair advantage in dealings with the Company because of confidential information you possess about the Noncompete Period following the Termination Date Company’s products, being employed by a Person services, business strategies, financial condition, terms of agreements or other information, or (iii) any operating business that is engaged in any Competitive Business or investing conducted by the Company as to which, to your knowledge, the Company covenants, in or lending money writing, not to any Competitive Business, provided that Executive (A) complies compete with Section 7 above and (B) has no direct involvement in any aspect connection with the disposition of such Competitive Business. By initialing in the space business; provided below that, Executive acknowledges that he has read carefully and had the opportunity to consult with legal counsel regarding the provisions of this Section 8(a) 8.4 (iii) shall only apply during your active employment with the Company and its affiliates. [initial] In evaluating any requests for written consent of the Chief Executive Officer of the Company to be relieved, in whole or in part, of your obligations under this Section 8.4, the Chief Executive Officer shall consider the nature of your position with the Company, the confidential and proprietary information to which you were privy during the course of your employment with the Company, the nature of the employment and position you are seeking with a Competitive Entity, the extent to which you can perform services for any such Competitive Entity without disclosing, using or putting at risk any trade secrets or confidential, proprietary information of the Company, and any other relevant factors, in all instances looking to make decisions that reasonably and properly protect the trade secrets and other confidential, proprietary information of the Company.

Appears in 2 contracts

Samples: Employment Agreement (Time Warner Cable Inc.), Employment Agreement (Time Warner Cable Inc.)

Non-Compete. Executive acknowledges that during his During your employment relationship with, or through his involvement as a member or stockholder of, any Related Company, Executive has with the Company and will become familiar with trade secrets and other Confidential Information concerning such Related Companies its affiliates, and with investment opportunities relating to their respective businesses if your employment terminates for any reason, and that Executive’s services have been and will be of special whether during or after the Term, unique and extraordinary value to the foregoing entities. Therefore including your voluntary resignation or retirement, Executive agrees that, during the Employment Period and for a period of two years thereafter time equal to the Severance Period defined in Section 4.2.2 (whether or not you are eligible for or receive any severance benefits under Section 4.2.2) or, if you are employed at will, 12 months after your termination of employment for any reason (the “ Noncompete Non-compete Period”), he will not you shall not, directly or indirectly own indirectly, manage, control, participate in, consult with without the prior written consent of the Chief Executive Officer, render any services to, or act in any capacity for, any Competitive Entity, or acquire any interest of any type in any other manner engage in Competitive Entity; provided, however, that the foregoing shall not be deemed to prohibit you from acquiring, (a) solely as an investment and through market purchases, securities of any business, Competitive Entity which are registered under Section 12(b) or invest in or lend money to any business (in each case, including on his own behalf or on behalf of another Person 12(g) which constitutes or is competitive with (including, without limitation, by competing for the same subscriber or customer base) any business conducted by any System owned or managed by any Related Company (as and where such Systems are operated or managed or are proposed to be operated or managed by the Related Companies during the Employment Period, or as of the end Securities Exchange Act of the Employment Period if the Employment Period has then ended) (any such business, a “Competitive Business”). Nothing in this Section 8 will prohibit Executive from (i) being a passive owner of less than 5% of the outstanding stock of a corporation of any class 1934 and which is are publicly traded, so long as Executive has no direct or indirect participation in you are not part of any control group of such Competitive Entity and such securities, including converted securities, do not constitute more than one percent (1%) of the outstanding voting power of that entity and (b) securities of any Competitive Entity that are not publicly traded, so long as you are not part of any control group of such Competitive Entity and such securities, including converted securities, do not constitute more than three percent (3%) of the outstanding voting power of that entity. For purposes of the foregoing, the following shall be deemed to be a Competitive Entity: (i) any United States based entity a material portion of the business of which is any line of business that comprises a material portion of the business in which the Company engages in, conducts or, to your knowledge, has definitive plans to engage in or conduct and that the Company reasonably expects will comprise a material portion of its business within the succeeding 12 months, whether that business is conducted directly by such corporation entity or a subsidiary of such entity (a “Covered Business”); provided that, you may be employed by or provide services to an ultimate parent company that owns a subsidiary which is materially engaged in a Covered Business, so long as you demonstrate to the Company’s reasonable satisfaction (e.g. represent and warrant to the Company in writing and describe the nature of your responsibilities) that you do not and will not, directly or indirectly, provide any services or advice to, have any responsibility for, or supervision of, any subsidiary materially engaged in a Covered Business, (ii) at any time during entity which has a material commercial relationship with the portion Company and could reasonably derive a material unfair advantage in dealings with the Company because of confidential information you possess about the Noncompete Period following the Termination Date Company’s products, being employed by a Person services, business strategies, financial condition, terms of agreements or other information, or (iii) any operating business that is engaged in any Competitive Business or investing conducted by the Company as to which, to your knowledge, the Company covenants, in or lending money writing, not to any Competitive Business, provided that Executive (A) complies compete with Section 7 above and (B) has no direct involvement in any aspect connection with the disposition of such Competitive Business. By initialing in the space business; provided below that, Executive acknowledges that he has read carefully and had the opportunity to consult with legal counsel regarding the provisions of this Section 8(a) 8.4 (iii) shall only apply during your active employment with the Company and its affiliates. [initial] In evaluating any requests for written consent of the Chief Executive Officer of the Company to be relieved, in whole or in part, of your obligations under this Section 8.4, the Chief Executive Officer shall consider the nature of your position with the Company, the confidential and proprietary information to which you were privy during the course of your employment with the Company, the nature of the employment and position you are seeking with a Competitive Entity, the extent to which you can perform services for any such Competitive Entity without disclosing, using or putting at risk any trade secrets or confidential, proprietary information of the Company, and any other relevant factors, in all instances looking to make decisions that reasonably and properly protect the trade secrets and other confidential, proprietary information of the Company.

Appears in 2 contracts

Samples: Employment Agreement (Time Warner Cable Inc.), Employment Agreement (Time Warner Cable Inc.)

Non-Compete. Executive acknowledges that during his During your employment relationship with, or through his involvement as a member or stockholder of, any Related Company, Executive has with the Company and will become familiar with trade secrets and other Confidential Information concerning such Related Companies its affiliates, and with investment opportunities relating to their respective businesses if your employment terminates for any reason, and that Executive’s services have been and will be of special whether during or after the Term, unique and extraordinary value to the foregoing entities. Therefore including your voluntary resignation or retirement, Executive agrees that, during the Employment Period and for a period of two years thereafter time equal to the Severance Period defined in Section 4.2.2 (whether or not you are eligible for or receive any severance benefits under Section 4.2.2) or, if you are employed at will, six (6) months after your termination of employment for any reason (the “ Noncompete Non-compete Period”), he will not you shall not, directly or indirectly own indirectly, manage without the prior written consent of the Chief Executive Officer render any services to, control, participate in, consult with, render services or act in any capacity for, any Competitive Entity, or acquire any interest of any type in any other manner engage in Competitive Entity; provided, however, that the foregoing shall not be deemed to prohibit you from acquiring, (a) solely as an investment and through market purchases, securities of any business, Competitive Entity which are registered under Section 12(b) or invest in or lend money to any business (in each case, including on his own behalf or on behalf of another Person 12(g) which constitutes or is competitive with (including, without limitation, by competing for the same subscriber or customer base) any business conducted by any System owned or managed by any Related Company (as and where such Systems are operated or managed or are proposed to be operated or managed by the Related Companies during the Employment Period, or as of the end Securities Exchange Act of the Employment Period if the Employment Period has then ended) (any such business, a “Competitive Business”). Nothing in this Section 8 will prohibit Executive from (i) being a passive owner of less than 5% of the outstanding stock of a corporation of any class 1934 and which is are publicly traded, so long as Executive has no direct or indirect participation in you are not part of any control group of such Competitive Entity and such securities, including converted securities, do not constitute more than one percent (1%) of the outstanding voting power of that entity and (b) securities of any Competitive Entity that are not publicly traded, so long as you are not part of any control group of such Competitive Entity and such securities, including converted securities, do not constitute more than three percent (3%) of the outstanding voting power of that entity. For purposes of the foregoing, the following shall be deemed to be a Competitive Entity: (i) any United States based entity a material portion of the business of which is any line of business that comprises a material portion of the business in which the Company engages in, conducts or, to your knowledge, has definitive plans to engage in or conduct and that the Company reasonably expects will comprise a material portion of its business within the succeeding 12 months, whether that business is conducted directly by such corporation entity or a subsidiary of such entity (a “Covered Business”); provided that, you may be employed by or provide services to an ultimate parent company that owns a subsidiary which is materially engaged in a Covered Business, so long as you demonstrate to the Company’s reasonable satisfaction (e.g. represent and warrant to the Company in writing and describe the nature of your responsibilities) that you do not and will not, directly or indirectly, provide any services or advice to, have any responsibility for, or supervision of, any subsidiary materially engaged in a Covered Business, (ii) at any time during entity which has a material commercial relationship with the portion Company and could reasonably derive a material unfair advantage in dealings with the Company because of confidential information you possess about the Noncompete Period following the Termination Date Company’s products, being employed by a Person services, business strategies, financial condition, terms of agreements or other information, or (iii) any operating business that is engaged in any Competitive Business or investing conducted by the Company as to which, to your knowledge, the Company covenants, in or lending money writing, not to any Competitive Business, provided that Executive (A) complies compete with Section 7 above and (B) has no direct involvement in any aspect connection with the disposition of such Competitive Business. By initialing in the space business; provided below that, Executive acknowledges that he has read carefully and had the opportunity to consult with legal counsel regarding the provisions of this Section 8(a) 8.4 (iii) shall only apply during your active employment with the Company and its affiliates. [initial] In evaluating any requests for written consent of the Chief Executive Officer of the Company to be relieved, in whole or in part, of your obligations under this Section 8.4, the Chief Executive Officer shall consider the nature of your position with the Company, the confidential and proprietary information to which you were privy during the course of your employment with the Company, the nature of the employment and position you are seeking with a Competitive Entity, the extent to which you can perform services for any such Competitive Entity without disclosing, using or putting at risk any trade secrets or confidential, proprietary information of the Company, and any other relevant factors, in all instances looking to make decisions that reasonably and properly protect the trade secrets and other confidential, proprietary information of the Company.

Appears in 2 contracts

Samples: Employment Agreement (Time Warner Cable Inc.), Employment Agreement (Time Warner Cable Inc.)

Non-Compete. Except for those existing business activities set ----------- forth on Schedule "1.2" attached hereto, Executive acknowledges that during his employment relationship with shall not engage in, independently or through his involvement as a member or stockholder of with others, any Related business activity of any type or description that is in competition with the Company . Notwithstanding the foregoing, Executive has and will become familiar may own securities of publicly traded or private companies competitive with trade secrets and other Confidential Information concerning the business of Company so long as such Related Companies, and with investment opportunities relating to their respective businesses, and shares do not constitute five percent (5%) or more of the outstanding securities of any such company. Executive further agrees that Executive’s services have been and will be of special, unique and extraordinary value to for as long as the foregoing entities. Therefore, Executive agrees that, during the Employment Period Agreement remains in effect and for a period of two years thereafter twelve ( 12) months after the “Noncompete Period” termination of this Agreement by Company for Cause or by Executive after a Constructive Termination Without Cause (as defined in Section 4.4 below), he Executive will not induce or attempt to induce, directly or indirectly own indirectly, manage, control, participate in, consult with, render services for, any person to leave his or in any other manner engage in any business, or invest in or lend money to any business (in each case, including on his own behalf or on behalf of another Person) which constitutes or is competitive her employment with (including, without limitation, by competing for the same subscriber or customer base) any business conducted by any System owned or managed by any Related Company (as and where such Systems are operated or managed or are proposed to be operated or managed by the Related Companies during the Employment Period, or as of the end of the Employment Period if the Employment Period has then ended) (any such business, a “Competitive Business”). Nothing in this Section 8 will prohibit Executive from (i) being a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect participation in the business of such corporation or (ii) at any time during the portion of the Noncompete Period following the Termination Date, being employed by a Person that is engaged in any Competitive Business or investing in or lending money to any Competitive Business, provided that Executive (A) complies with Section 7 above and (B) has no direct involvement in any aspect of such Competitive Business. By initialing in the space provided below, Executive acknowledges that he has read carefully and had the opportunity to consult with legal counsel regarding the provisions of this Section 8(a). [initial] Company.

Appears in 2 contracts

Samples: General Release of Claims (Entravision Communications Corp), Indemnification Agreement (Entravision Communications Corp)

Non-Compete. Executive acknowledges that during his employment ----------- or other relationship with or interaction with the Muzak-Related Companies, or through his involvement as a member or stockholder of, any Related Company, Executive he has and will become familiar with trade secrets and other Confidential Information confidential information concerning such the Muzak-Related Companies, and with investment opportunities relating to their respective businesses the business of the Muzak-Related Companies (the "Business"), and -------- that Executive’s his services have been and will be of special, unique and extraordinary value to the foregoing entities. Therefore, Executive agrees that, during the Employment Period and for a period thereafter, until the 2nd anniversary of two years thereafter the last day of the Employment Period (the Employment Period and the remainder of such period being the "Noncompete Period "), he will not directly or indirectly own, manage, ----------------- control, participate in, consult with, render services for, or in any other manner engage in any business, or invest as an investor in or lend money lender to any business (in each case case including, including without limitation, on his own behalf or on behalf of another Person entity) which constitutes or is competitive with (including, without limitation, by competing for all or part of the same subscriber or customer base) any business conducted by any System owned or managed by any Related Company Business (as and where such Systems are operated the same is conducted or managed or are proposed to be operated or managed conducted by the any of Muzak-Related Companies during the Employment Period ). In addition, or in as much as the Company regularly seeks to acquire additional Muzak franchises and/or Muzak franchisees, Executive agrees that, during the Employment Period and thereafter, until the 1st anniversary of the end last day of the Employment Period if Period, he will not directly or indirectly acquire or seek to acquire any Muzak franchise or the Employment Period has then ended) ( assets or ownership interest of any such business, a “Competitive Business”) Muzak franchisee within the United States. Nothing in this Section 8 10 will prohibit Executive from (i) being a passive owner of less than 5% of the outstanding stock of a corporation engaged in a competing business described above of any class which is publicly traded, so long as Executive has no direct or indirect participation in the business of such corporation or (ii) at any time during the portion of the Noncompete Period following the Termination Date, being employed by a Person that is engaged in any Competitive Business or investing in or lending money to any Competitive Business, provided that Executive (A) complies with Section 7 above and (B) has no direct involvement in any aspect of such Competitive Business. By initialing in the space provided below, Executive acknowledges that he has read carefully and had the opportunity to consult with legal counsel regarding the provisions of this Section 8(a). [initial] corporation.

Appears in 2 contracts

Samples: Amended and Restated Executive Employment Agreement (Muzak LLC), Amended and Restated Executive Employment Agreement (Muzak Holdings LLC)

Non-Compete. Executive acknowledges that during his employment or other relationship with, or through his involvement as a member or stockholder of, any Related Company, Executive interaction with the WOW Companies he has and will become familiar with trade secrets and other Confidential Information confidential information concerning such Related Companies Persons, and with investment opportunities relating to their respective businesses the Business, and that Executive’s his services have been and will be of special, unique and extraordinary value to the foregoing entities WOW Companies. Therefore, Executive agrees that, during the Employment Period and for a the 24 month period following the last day of two years thereafter the Employment Period ( the Employment Period and the period following being the “Noncompete Period”), he will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in any business, or invest as an investor in or lend money lender to any business (in each case, case including on his own behalf or on behalf of another Person) which constitutes or is competitive with (including all or part of the Business as conducted in any Territory. For purposes of this Agreement, without limitation, by competing for “Territory” means any geographic market in which any of the same subscriber or customer base) any business conducted by any System owned or managed by any Related Company (as and where such Systems are operated or managed or are proposed WOW Companies holds a franchise to be operated or managed by conduct the Related Companies Business during the Employment Period, Period or as in which any of the WOW Companies has taken material steps to obtain franchise rights during the Employment Period or at the end of the Employment Period if the Employment Period has then ended) (any such business, a “Competitive Business”) terminated. Nothing in this Section 8 7(a) will prohibit Executive from (i) being a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect participation in or managerial influence over the business of such corporation or (ii) at any time during the portion of the Noncompete Period following the Termination Date, being employed by a Person that is engaged in any Competitive Business or investing in or lending money to any Competitive Business, provided that Executive (A) complies with Section 7 above and (B) has no direct involvement in any aspect of such Competitive Business corporation. By initialing in the space provided below, Executive acknowledges that he has read carefully and had the opportunity to consult with legal counsel regarding the provisions of this Section 8(a 7(a). [initial].

Appears in 2 contracts

Samples: Executive Employment Agreement (WideOpenWest, Inc.), Executive Employment Agreement (WideOpenWest Finance, LLC)

Non-Compete. Executive acknowledges that during in the course of his ----------- employment relationship with, with the Company (including while employed by or through his involvement as a member or stockholder of, any Related Company, Executive associated with Old Paramount) he has and will become familiar with trade secrets and other Confidential Information confidential information concerning such Related Companies the Company or any Subsidiary, and their predecessors, and with investment opportunities relating to their respective businesses the Business, and that Executive’s his services have been and will be of special, unique and extraordinary value to the foregoing entities. Therefore, Executive agrees that, during the Employment Period and for a period of two (2) years thereafter (the Employment Period and such 2 years being the "Noncompete Period "), ----------------- he will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in any business in, or invest in or lend money to any business (in each case competing with the business of the Company or any Subsidiary, including on his own behalf or on behalf of another Person) which constitutes or is competitive with (including, without limitation, by competing for the same subscriber or customer base) any business conducted by any System owned or managed by any Related Company ( as and where such Systems are operated or managed businesses exist or are proposed to be operated or managed by in process on the Related Companies during date of the termination of the Employment Period, or as within the Target Area (the Target Area being the area which management of the end Company has proposed, as a material inducement for the investments by ABRY Partners which are contemplated by the Stockholders Agreement, as the primary region for the development and operation of the Employment Period if Company's business) or in any geographical area which is outside the Employment Period Target Area and in which the Company or any Subsidiary then engages in such business or in which the Company or any Subsidiary then has then ended) ( entered into or offered to enter into a letter of intent or other agreement to acquire, operate or manage one or more tower properties or with respect to any such business, a “Competitive other transaction relating to the Business ”) . Nothing in this Section 8 paragraph 7 will prohibit Executive from (i) being a passive owner of less not more than 5 2% of the outstanding stock of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect active participation in the business of such corporation or (ii) at any time during corporation. The "Target Area" means the portion states of the Noncompete Period following the Termination Date Alabama, being employed by a Person that is engaged in any Competitive Business or investing in or lending money to any Competitive Business Florida, provided that Executive (A) complies with Section 7 above Georgia, ----------- Louisiana, Mississippi, North Carolina and (B) has no direct involvement in any aspect of such Competitive Business. By initialing in the space provided below, Executive acknowledges that he has read carefully and had the opportunity to consult with legal counsel regarding the provisions of this Section 8(a). [initial] South Carolina.

Appears in 2 contracts

Samples: Executive Employment Agreement (Pinnacle Holdings Inc), Executive Employment Agreement (Pinnacle Holdings Inc)

Non-Compete. Executive acknowledges For consideration provided pursuant to Section 5(b)(ii) of this Award Agreement, the Participant agrees that during his employment relationship with while an Employee and following Retirement until the date (i) the Vested Shares are distributed pursuant to Section 6 or Section 7 or (ii) the Committee determines the Achievement Percentage is 0%, or through his involvement as a member or stockholder of, any Related Company, Executive has and will become familiar with trade secrets and other Confidential Information concerning such Related Companies, and with investment opportunities relating to their respective businesses, and that Executive’s services have been and will be of special, unique and extraordinary value to the foregoing entities. Therefore, Executive agrees that, during the Employment Period and for a period of two years thereafter applicable (the “ Noncompete Restriction Period”), he the Participant will not not, without the prior written consent of the Company, acting alone or in conjunction with others, either directly or indirectly own indirectly, manage, control, participate in, consult with, render services for, or in any other manner engage in any business, business that competes with the business of the Company or invest in or lend money to any business (in each case, including on his own behalf or on behalf of another Person) which constitutes or is competitive with its Affiliates (including, without limitation, by competing the use of solar energy generation or other types of non-traditional generation for the same subscriber broad-based distribution of electric power and businesses which the Company or customer base) any business conducted by any System owned or managed by any Related Company ( its Affiliates have specific plans to conduct in the future and as and where to which the Participant is aware of such Systems are operated or managed or are proposed to be operated or managed by the Related Companies during the Employment Period, or as of the end of the Employment Period if the Employment Period has then ended planning) ( any such business, a “Competitive Business” ). Nothing in this Section 8 will prohibit Executive from (i ) being or accept employment with or render services to a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect participation in the business of such corporation or (ii) at any time during the portion of the Noncompete Period following the Termination Date, being employed by a Person that is engaged in any Competitive Business as an officer, agent, employee, independent contractor or investing consultant, or otherwise engage in or lending money to any Competitive Business, provided that Executive (A) complies activities with Section 7 above and (B) has no direct involvement in any aspect of such a Competitive Business. By initialing in Participant acknowledges and agrees that the space provided below Company’s business faces potential competition nationwide, Executive acknowledges that he has read carefully and had a Competitive Business may include any business meeting such definition within the opportunity to consult with legal counsel regarding the provisions of this Section 8(a). [initial] United States.

Appears in 2 contracts

Samples: Performance Share Award Agreement (El Paso Electric Co /Tx/), Performance Share Award Agreement (El Paso Electric Co /Tx/)

Non-Compete. In further consideration of the compensation to be paid to Executive hereunder, Executive acknowledges that during the course of his employment relationship with, or through his involvement as a member or stockholder of, any Related Company, Executive with the Company he has and will shall become familiar with Acadia’s and the Subsidiaries’ trade secrets and with other Confidential Information concerning such Related Companies, Acadia and with investment opportunities relating to their respective businesses, the Subsidiaries and that Executive’s his services have been and will shall be of special, unique and extraordinary value to Acadia and the foregoing entities. Therefore Subsidiaries, and, therefore, Executive agrees that, during the Employment Period and for a period thereafter of two years thereafter twelve (12) months (the “Noncompete Period”), he will shall not (i) directly or indirectly own own any interest in, manage, control, participate in, consult with, render services for, or in any other manner engage in any business business that derives at least 25% of its gross revenue from (A) the business of providing behavioral healthcare and/or related services or (B) any other material business in which Acadia or any of its Subsidiaries planned to be engaged in on or after such date of which the Executive has or should have had actual knowledge; or (ii) directly or indirectly manage, control, participate in, consult with or render services specifically with respect to any unit, division, segment or subsidiary of any other business that engages in or otherwise competes with (or was organized for the purpose of engaging in or competing with) the business of providing behavioral healthcare and/or related services (provided that, this clause (ii) shall not be construed to prohibit Executive from directly or indirectly owning any interest in, managing, controlling, participating in, consulting with, rendering services for, or invest in or lend money to any manner engaging in any business ( activities with or for such business generally and, for the avoidance of doubt, not specifically with respect to such unit, division, segment or subsidiary), in each case, including on his own behalf within any geographical area in which Acadia and the Subsidiaries engage in such businesses; provided that Executive shall not be subject to the restrictions set forth in this Section 7(a) if the Employment Period is terminated by the Company without Cause or on behalf by Executive with Good Reason and for so long as the Company is in breach of another Person its obligations under Section 4(b) which constitutes or and such breach is competitive with (including not the subject of a good faith dispute between the Company and Executive. For purposes of this Agreement, the term “participate in” shall include, without limitation, by competing for the same subscriber having any direct or customer base) indirect interest in any business conducted by any System owned Person, whether as a sole proprietor, owner, stockholder, partner, joint venturer, creditor or managed by any Related Company (as and where such Systems are operated or managed or are proposed to be operated or managed by the Related Companies during the Employment Period otherwise, or rendering any direct or indirect service or assistance to any individual, corporation, partnership, joint venture and other business entity (whether as of the end of the Employment Period if the Employment Period has then ended) (any such business a director, a “Competitive Business” officer, manager, supervisor, employee, agent, consultant or otherwise). Nothing in this Section 8 will herein shall prohibit Executive from (i) being a passive owner of less not more than 5 2% of the outstanding stock of any class of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect active participation in the business of such corporation or (ii) at any time during the portion of the Noncompete Period following the Termination Date, being employed by a Person that is engaged in any Competitive Business or investing in or lending money to any Competitive Business, provided that Executive (A) complies with Section 7 above and (B) has no direct involvement in any aspect of such Competitive Business. By initialing in the space provided below, Executive acknowledges that he has read carefully and had the opportunity to consult with legal counsel regarding the provisions of this Section 8(a). [initial] corporation.

Appears in 2 contracts

Samples: Employment Agreement (Acadia Healthcare Company, Inc.), Employment Agreement (Acadia Healthcare Company, Inc.)

Non-Compete. The Executive acknowledges that during his employment relationship with, or through his involvement as a member or stockholder of, any Related with the Company, Executive has and he will become familiar with trade secrets and other Confidential Information confidential information concerning such Related Companies, the Company and with investment opportunities relating to their respective businesses its business, and that Executive’s his services have been and will be of special, unique and extraordinary value to the foregoing entities Company. Therefore, the Executive agrees that, during the Employment Period Term and for a period of two years thereafter ( the “Noncompete Restricted Period ”) , he will not directly or indirectly own, manage, control, participate in in (at a Board level or otherwise), consult with, render services for, or in any other manner engage in any business, or invest as an investor in or lend money lender to any business (in each case case including, including without limitation, on his own behalf or on behalf of another Person entity) which constitutes or is competitive with (including, without limitation, by competing for in the same subscriber or customer base) any business conducted by any System owned or managed by any Related Company (as and where such Systems are operated or managed or are proposed to be operated or managed by the Related Companies during the Employment Period, or as of the end of the Employment Period if the Employment Period has then ended) (any such non contact diagnostic medical device business , a “Competitive Business”) . Nothing in this Section 8 10 will prohibit the Executive from (i) being a passive owner of less than 5 3% of the outstanding stock of a corporation engaged in a competing business as described above of any class which is publicly traded, so long as the Executive has no direct or indirect participation in the business of such corporation or (ii) at any time during the portion of the Noncompete Period following the Termination Date, being employed by a Person that is engaged in any Competitive Business or investing in or lending money to any Competitive Business, provided that Executive (A) complies with Section 7 above and (B) has no direct involvement in any aspect of such Competitive Business. By initialing in the space provided below, Executive acknowledges that he has read carefully and had the opportunity to consult with legal counsel regarding the provisions of this Section 8(a). [initial] corporation.

Appears in 2 contracts

Samples: Employment Agreement (Sanomedics International Holdings, Inc), Amended and Restated Employment Agreement (Sanomedics International Holdings, Inc)

Non-Compete. The Executive acknowledges that during his employment relationship with, or through his involvement as a member or stockholder of, any Related with the Company, Executive has and he will become familiar with trade secrets and other Confidential Information confidential information concerning such Related Companies, the Company and with investment opportunities relating to their respective businesses its business, and that Executive’s his services have been and will be of special, unique and extraordinary value to the foregoing entities Company. Therefore, the Executive agrees that, during the Employment Period Term and for a period of two years thereafter ( the “Noncompete Restricted Period ”) , he will not directly or indirectly own, manage, control, participate in in (at a Board level or otherwise), consult with, render services for, or in any other manner engage in any business, or invest as an investor in or lend money lender to any business (in each case case including, including without limitation, on his own behalf or on behalf of another Person entity) which constitutes is in the non contact diagnostic medical device business; provided, however, that the Company pays to the Executive his Base Salary (or is competitive with (including severance, without limitation, by competing for the same subscriber or customer base if applicable pursuant to Section 8(b) any business conducted by any System owned or managed by any Related Company (as and where such Systems are operated or managed or are proposed to be operated or managed by the Related Companies hereof) during the Employment Period, or as course of the end of the Employment Restricted Period if the Employment Period has then ended) (any such business, a “Competitive Business”) . Nothing in this Section 8 10 will prohibit the Executive from (i) being a passive owner of less than 5 3% of the outstanding stock of a corporation engaged in a competing business as described above of any class which is publicly traded, so long as the Executive has no direct or indirect participation in the business of such corporation or (ii) at any time during the portion of the Noncompete Period following the Termination Date, being employed by a Person that is engaged in any Competitive Business or investing in or lending money to any Competitive Business, provided that Executive (A) complies with Section 7 above and (B) has no direct involvement in any aspect of such Competitive Business. By initialing in the space provided below, Executive acknowledges that he has read carefully and had the opportunity to consult with legal counsel regarding the provisions of this Section 8(a). [initial] corporation.

Appears in 2 contracts

Samples: Employment Agreement (Sanomedics International Holdings, Inc), Employment Agreement (Sanomedics International Holdings, Inc)

Non-Compete. Executive acknowledges that during his employment relationship with, or through his involvement as a member or stockholder of, any Related Company, Executive has and will become familiar with trade secrets and other Confidential Information concerning such Related Companies, and with investment opportunities relating to their respective businesses, and that Executive’s services have been and will be of special, unique and extraordinary value to the foregoing entities. Therefore, The Executive agrees that, during the Employment Period Term of this Agreement and for a during any period following the termination of his employment with the Company pursuant to Paragraph 9, subsections (a), (d)(2) or (e) of this Agreement in which he is being compensated by the Company in connection with his termination pursuant to those provisions, and in the case of his termination pursuant to Paragraph 9 subsections (b) or (c) during the period of two (2) years thereafter ( following the “Noncompete Period”) termination of his employment, and in any state in which the Company or any of its affiliates does business, he will not not, without the written approval of the Company, directly or indirectly indirectly, under any circumstances whatsoever, own, manage, control operate, participate engage in, consult with control or participate in the ownership, render services for management, operation or control of, or be connected in any manner, whether as an individual partner, stockholder, director, officer, principal, agent, employee or consultant, or in any other manner engage relation or capacity whatsoever, with any Competing Organization, and will not in any business such manner, compete with or invest in or lend money to call on any business (in each case, including on his own behalf or on behalf of another Person) which constitutes or is competitive with (including, without limitation, by competing for the same subscriber or customer base) any business conducted by any System owned or managed by any Related Company (as and where such Systems are operated or managed or are proposed to be operated or managed by the Related Companies during the Employment Period, or as Customer of the end Company, wherever located, who was a Customer of the Employment Period if the Employment Period has then ended) (any such business, a “Competitive Business”). Nothing in this Section 8 will prohibit Executive from (i) being a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect participation in the business of such corporation or (ii) Company at any time during the portion one year period prior to the termination of the Noncompete Period following Executive's employment with the Termination Date Company, being employed by a Person that is engaged for the purpose of inducing such Customer to do business with the Executive or any competing Organization. Notwithstanding the foregoing, nothing contained in this Paragraph 13 shall restrict the Executive from making any investment in any Competitive Business company, so long as such investment consists of no more than five percent (5%) of any class of equity securities of a company whose securities are traded on a national securities exchange or investing in or lending money to any Competitive Business, provided that Executive (A) complies with Section 7 above and (B) has no direct involvement in any aspect of such Competitive Business. By initialing in the space provided below, Executive acknowledges that he has read carefully and had the opportunity to consult with legal counsel regarding the provisions of this Section 8(a). [initial] over-the-counter market.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Compost America Holding Co Inc), Stock Purchase Agreement (Compost America Holding Co Inc)

Non-Compete. The Executive acknowledges hereby covenants and agrees that during his employment relationship with, or through his involvement as a member or stockholder of, any Related Company, Executive has and will become familiar with trade secrets and other Confidential Information concerning such Related Companies, and with investment opportunities relating to their respective businesses, and that Executive’s services have been and will be of special, unique and extraordinary value to the foregoing entities. Therefore, Executive agrees that, during the Employment Period Engagement Term and for a period of two years thereafter ( one year following the “Noncompete Period”) Expiration Date, he the Executive will not not, without the prior written consent of the Company, directly or indirectly own indirectly, manage, control, participate in, consult with, render services for, on her own behalf or in any other manner engage in any business, or invest in or lend money to any business (in each case, including on his own behalf the service or on behalf of another Person) which constitutes others, whether or is competitive with not for compensation, engage in any business activity, or have any interest in any person, firm, corporation or business, through a subsidiary or parent entity or other entity ( including whether as a shareholder, without limitation agent, by competing joint venturer, security holder, trustee, partner, Executive, creditor lending credit or money for the same subscriber purpose of establishing or customer base) any business conducted by any System owned or managed by any Related Company (as and where such Systems are operated or managed or are proposed to be operated or managed by the Related Companies during the Employment Period, or as of the end of the Employment Period if the Employment Period has then ended) ( operating any such business, a “Competitive Business”) partner or otherwise) with any Competing Business in the Covered Area. Nothing in For the purpose of this Section 8 will prohibit Executive from 14(a), (i) being a passive owner of less than 5% “Competing Business” means any software-as-a-service or platform-as-a-service technology which delivers learning modules to educational institutions or businesses as of the outstanding stock Expiration Date and (ii) “Covered Area” means all geographical areas of a corporation the United States and other foreign jurisdictions where Company then has offices and/or sells its products directly or indirectly through distributors and/or other sales agents. Notwithstanding the foregoing, (A) the Executive may own shares of any class which is companies whose securities are publicly traded, so long as Executive has no direct or indirect participation in the business ownership of such corporation or securities does not constitute more than five percent ( ii 5%) at any time during the portion of the Noncompete Period following the Termination Date outstanding securities of any such company, being employed by a Person that is engaged in any Competitive Business or investing in or lending money to any Competitive Business, provided that Executive (A) complies with Section 7 above and (B) has no direct involvement in the Executive shall have the right during and after the Engagement Term to disclose to the Board any aspect services which Executive is providing to third parties, or any relationship which Executive is establishing with third parties, and to the extent such disclosed services and/or relationship are approved by the Board, such approved matters shall thereafter be considered permissible under this Agreement and outside the scope of such Competitive Business. By initialing in the space provided below, Executive acknowledges that he has read carefully and had the opportunity to consult with legal counsel regarding the provisions of Employee’s restrictions under this Section 8(a 14(a) . [initial] .

Appears in 2 contracts

Samples: Executive Agreement (Amesite Inc.), Executive Agreement (Amesite Operating Co)

Non-Compete. The Executive acknowledges hereby covenants and agrees that during his employment relationship with the term of this Agreement and, in the event of (a) Voluntary Termination (as defined below), or through his involvement (b) termination by Company for Cause (as defined below) or Misconduct (as defined below), or (c) the expiration of the Employment Term as a member or stockholder of, any Related Company, result of Executive has and will become familiar with trade secrets and other Confidential Information concerning such Related Companies, and with investment opportunities relating to their respective businesses, and that Executive’s services have been and will be of special, unique and extraordinary value to the foregoing entities. Therefore, Executive agrees that, during the Employment Period and giving Company a Non-Renewal Notice for a period of two years thereafter ( one year following the “Noncompete Period”) end of the Employment Term, he the Executive will not not, without the prior written consent of the Company, directly or indirectly own indirectly, manage, control, participate in, consult with, render services for, or in any other manner engage in any business, or invest in or lend money to any business (in each case, including on his own behalf or in the service or on behalf of another Person) which constitutes others, whether or is competitive with not for compensation, engage in any business activity, or have any interest in any person, firm, corporation or business, through a subsidiary or parent entity or other entity ( including whether as a shareholder, without limitation agent, by competing joint venturer, security holder, trustee, partner, consultant, creditor lending credit or money for the same subscriber purpose of establishing or customer base) any business conducted by any System owned or managed by any Related Company (as and where such Systems are operated or managed or are proposed to be operated or managed by the Related Companies during the Employment Period, or as of the end of the Employment Period if the Employment Period has then ended) ( operating any such business, a “Competitive Business”) partner or otherwise) with any Competing Business in the Covered Area. Nothing in For the purpose of this Section 8 will prohibit Executive from 3.1, (i) being a passive owner "Competing Business" means any medical or health care company, any contract manufacturer, any research laboratory or other company or entity (whether or not organized for profit) that has, or is seeking to develop, one or more products or therapies that is related to genetic testing through the use of less than 5% urine specimens and (ii) "Covered Area" means all geographical areas of the outstanding stock United States, Italy and other foreign jurisdictions where Company then has offices and/or sells its products directly or indirectly through distributors and/or other sales agents. Notwithstanding the foregoing, the Executive may own shares of a corporation of any class which is companies whose securities are publicly traded, so long as Executive has no direct or indirect participation in the business ownership of such corporation or securities do not constitute more than one percent ( ii 1%) at any time during the portion of the Noncompete Period following the Termination Date, being employed by a Person that is engaged in outstanding securities of any Competitive Business or investing in or lending money to any Competitive Business, provided that Executive (A) complies with Section 7 above and (B) has no direct involvement in any aspect of such Competitive Business. By initialing in the space provided below, Executive acknowledges that he has read carefully and had the opportunity to consult with legal counsel regarding the provisions of this Section 8(a). [initial] company.

Appears in 2 contracts

Samples: Xenomics Inc, Xenomics Inc

Non-Compete. Executive The Holder acknowledges that during his employment the Holder’s relationship with, or through his the Holder’s involvement as a member or stockholder of, any Related Company, Executive the Holder has and will become familiar with trade secrets and other Confidential Information concerning such Related Companies, and with investment opportunities relating to their respective businesses, and that Executive the Holder’s services have been and will be of special, unique and extraordinary value to the foregoing entities. Therefore, Executive the Holder agrees that, that for the period during which the Employment Period Holder is employed by the Company or any of its Subsidiaries and for a period of two years thereafter one year after the date upon which the Holder’s employment with the Company and its Subsidiaries ceases (the “Noncompete Period”), he the Holder will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in any business, or invest as an investor in or lend money lender to any business (in each case, case including on his own the Holder’s behalf or on behalf of another Person) which constitutes or is engaged in the business of providing over-the-phone language interpretation services to business and governmental agencies or any other business that is competitive with (including, without limitation, by competing for all or part of the same subscriber or customer base) any business conducted by any System owned or managed by any of the Related Company Companies (as and where such Systems are operated the same is conducted or managed or are proposed to be operated or managed conducted by the Related Companies during the Employment Period, period the Holder is employed by the Company or as any of the end of the Employment Period if the Employment Period has then ended) (any such business, a “Competitive Business” its Subsidiaries). Nothing in this Section 8 8(a) will prohibit Executive the Holder from (i) being a passive owner of less than 5% of the outstanding stock of a corporation of any class which that is publicly traded, so long as Executive the Holder has no direct or indirect participation in the business of such corporation or (ii) at any time during the portion of the Noncompete Period following the Termination Date, being employed by a Person that is engaged in any Competitive Business or investing in or lending money to any Competitive Business, provided that Executive (A) complies with Section 7 above and (B) has no direct involvement in any aspect of such Competitive Business corporation. By initialing in the space provided below, Executive the Holder acknowledges that he or she has read carefully and had the opportunity to consult with legal counsel regarding the provisions of this Section 8(a). /s/ JA [initial].

Appears in 2 contracts

Samples: Unit Agreement (Language Line Costa Rica, LLC), Unit Agreement (Language Line Holdings, Inc.)

Non-Compete. Executive acknowledges that during his employment relationship with Unless otherwise approved by the Board and by at least three (3) Approving Persons, or through his involvement (a) so long as the Principal is an employee of a member or stockholder of, any Related Group Company, Executive has shall devote his full time and attention to the business of the Group Companies and will become familiar with trade secrets use his best efforts to develop the business and other Confidential Information concerning such Related interests of the Group Companies, and with investment opportunities relating to their respective businesses (b) so long as the Principal is a Shareholder (directly or indirectly), director, officer or employee of a Group Company and for two (2) years after the Principal is no longer a Shareholder (directly or indirectly), director, officer and employee of a Group Company, shall not, and that Executive’s services have been shall cause his Affiliate not to (and will be of special, unique and extraordinary value to the foregoing entities. Therefore, Executive Ordinary Shareholder agrees that, during the Employment Period and for a period of two years thereafter (the “Noncompete Period” not to), he will not directly or indirectly indirectly, (i) own, manage, control, participate engage in, consult with operate, Control, work for, render services for, maintain any interest in or participate in any other manner engage in the ownership, management, operation or Control of, any business, whether in corporate, proprietorship or invest partnership form or otherwise, that competes with the Business of the Group Companies; (ii) solicit in any manner any Person who is or lend money to has been at any business (in each case, including on his own behalf or on behalf time a customer of another Person) which constitutes or is competitive with (including, without limitation, by competing any Group Company for the same subscriber purpose of offering to such customer goods or services similar to or competing with those offered by any Group Company, or canvass or solicit in any manner any Person who is or has been at any time a supplier or licensor or customer base) of any Group Company for the purpose of inducing any such Person to terminate its business conducted by any System owned or managed by any Related Company (as and where relationship with such Systems are operated or managed or are proposed to be operated or managed by the Related Companies during the Employment Period Group Company, or as (iii) solicit or entice away or endeavor to solicit or entice away in any manner any director, officer, consultant or employee of any Group Company. The Principal expressly agrees that the end of the Employment Period if the Employment Period has then ended) (any such business, a “Competitive Business”). Nothing limitations set forth in this Section 8 will prohibit Executive from (i) being a passive owner of less than 5% 17.1 are reasonably tailored and reasonably necessary in light of the outstanding stock circumstances and warrants and undertakes to the Investors that he shall not challenge or query the validity and enforceability of a corporation undertakings contained in this Section 17.1. Furthermore, if any provision of this Section 17.1 is more restrictive than permitted by the Laws of any class jurisdiction in which is publicly traded a Party seeks enforcement thereof, so long as Executive has no direct or indirect participation then this Section 17.1 will be enforced to the greatest extent permitted by Law. Each of the undertakings contained in this Section 17.1 shall be enforceable by each Group Company and each Investor separately and independently of the right of the other Group Companies and the other Investors. For the avoidance of any doubt, Principal’s ownership in, and involvement in the management of the business of providing educational and related services (including online services) to children between the ages of 3 to 10 (the “Exempted Business”) shall not be restricted by this Section 17.1; provided, however, the Principal shall procure that such corporation Exempted Business shall at all times be operated separately and independently from all Group Companies and shall not rely on or otherwise benefit from any resources, funds ( ii) other than short-term borrowings or advances from the Group Companies for use in the ordinary course of business of the Exempted Business and which in aggregate do not exceed RMB1,000,000 at any time during time), assets, personnel, knowhow or other confidential information of any Group Company unless otherwise approved by the portion of the Noncompete Period following the Termination Date, being employed by a Person that is engaged Board and at least three (3) Approving Persons in any Competitive Business or investing in or lending money to any Competitive Business, provided that Executive (A) complies with Section 7 above and (B) has no direct involvement in any aspect of such Competitive Business. By initialing in the space provided below, Executive acknowledges that he has read carefully and had the opportunity to consult with legal counsel regarding the provisions of this Section 8(a). [initial] writing.

Appears in 2 contracts

Samples: Shareholders Agreement (OneSmart International Education Group LTD), Shareholders Agreement (OneSmart International Education Group LTD)

Non-Compete. Executive acknowledges that Unless with the prior written consent of the Majority Preferred Holders, each Founder (a) shall devote his full time and attention to the business of the Group Companies, shall not manage, work for or render service for Nanjing Yunshijie Information Technology Co., Ltd. (南京云视界信息技术有限公司), despite his position of CEO and executive director in such company, and shall use his commercially reasonable efforts to develop the business and interests of the Group Companies, (b) during his employment relationship with the time when such Founder is a director, officer, employee, consultant or through his involvement as a member direct or stockholder of indirect holder of Equity Securities of a Group Company and for two (2) years after such Founder is no longer a director, any Related officer, employee, consultant or a direct or indirect holder of Equity Securities of a Group Company, Executive has and will become familiar with trade secrets and other Confidential Information concerning such Related Companies shall not, and with investment opportunities relating to their respective businesses shall cause his Affiliate or Associate not to, and that Executive’s services have been and will be of special, unique and extraordinary value to the foregoing entities. Therefore, Executive agrees that, during the Employment Period and for a period of two years thereafter (the “Noncompete Period”), he will not directly or indirectly indirectly, (i) own, manage, engage in, operate, control, participate in work for, consult with, render services for, do business with, maintain any interest in (proprietary, financial or otherwise) or participate in any other manner engage in the ownership, management, operation or control of, any business, whether in corporate, proprietorship or invest partnership form or otherwise, that competes with the business of any Group Company (a “Restricted Business”); provided, however, that the restrictions contained in this clause (i) shall not restrict the acquisition by such Founder, directly or lend money indirectly, of less than 0.5% of the outstanding share capital of any publicly traded company engaged in a Restricted Business; (ii) solicit any Person who is or has been at any time a customer of the Group for the purpose of offering to such customer goods or services similar to or competing with those offered by any Group Company, or canvass or solicit any Person who is or has been at any time a supplier or licensor or customer of any Group Company for the purpose of inducing any such Person to terminate its business relationship with such Group Company; or ( in each case iii) solicit or entice away or endeavor to solicit or entice away any director, including on his own behalf officer, consultant or employee of any Group Company, and (c) except as otherwise contemplated under the Transaction Documents, shall not disclose to others or use, whether directly or indirectly (except on behalf of another Person) which constitutes or is competitive with (including, without limitation, by competing and for the same subscriber or customer base) benefit of the Group Companies), any material information about the business conducted by any System owned or managed by any Related Company (as and where such Systems are operated or managed or are proposed to be operated or managed by the Related Companies during the Employment Period Group Company, or as in relation to any Group Company, their respective clients, customers, suppliers and franchisees, and any proprietary information of any Group Company, in whatever media. Each Founder expressly agrees that the end of the Employment Period if the Employment Period has then ended) (any such business, a “Competitive Business”). Nothing limitations set forth in this Section 8 will prohibit Executive from (i) being a passive owner of less than 5% 12.7 are reasonably tailored and reasonably necessary in light of the outstanding stock of a corporation of circumstances. Furthermore, if any class which is publicly traded, so long as Executive has no direct or indirect participation in the business of such corporation or (ii) at any time during the portion of the Noncompete Period following the Termination Date, being employed by a Person that is engaged in any Competitive Business or investing in or lending money to any Competitive Business, provided that Executive (A) complies with Section 7 above and (B) has no direct involvement in any aspect of such Competitive Business. By initialing in the space provided below, Executive acknowledges that he has read carefully and had the opportunity to consult with legal counsel regarding the provisions provision of this Section 8(a 12.7 is more restrictive than permitted by the Laws of any jurisdiction in which a Party seeks enforcement thereof, then this Section 12.7 will be enforced to the greatest extent permitted by Law. Each of the undertakings contained in this Section 12.7 shall be enforceable by each Group Company and the Investor separately and independently of the right of the other Group Companies and the other Investors (if any) . [initial] .

Appears in 2 contracts

Samples: Amended and Restated Shareholders Agreement (LAIX Inc.), Amended and Restated Shareholders Agreement (LingoChamp Inc.)

Non-Compete. a) All references in this Section 12 to the Company shall include its Affiliates. While employed by the Company and for the three (3) year period following the Date of Termination, the Executive acknowledges that during his shall not, acting alone or in conjunction with others, directly or indirectly, in the United States and any other business territories in which the Company on the Date of Termination is conducting business, invest or engage, directly or indirectly, in any Competing Business or accept employment relationship with, with or through his involvement render services to such a Competing Business as a member director, officer, agent, executive or stockholder of, any Related Company, Executive has and will become familiar with trade secrets and other Confidential Information concerning such Related Companies, and with investment opportunities relating to their respective businesses, and that Executive’s services have been and will be of special, unique and extraordinary value to the foregoing entities. Therefore, Executive agrees that, during the Employment Period and for a period of two years thereafter (the “Noncompete Period”), he will not directly or indirectly own, manage, control, participate in, consult with, render services for, consultant or in any other manner engage in capacity; provided, however, that this Section 12.1(a) shall not be deemed violated if the Executive is or becomes the beneficial owner of up to three (3) percent of the stock of any business corporation subject to the periodic reporting requirements of the Exchange Act at the time of the acquisition of such beneficial ownership. Notwithstanding the above, the Executive may serve as an officer, director, agent, employee or invest in or lend money consultant to any a Competing Business whose business is diversified and which is, as to the part of its business to which the Executive is providing services, not a Competing Business. ( in each case, including on his own behalf or on behalf of another Person b) which constitutes or is competitive with (including, without limitation, by competing for In addition to the same subscriber or customer base) any business conducted by any System owned or managed by any Related Company (as and where such Systems are operated or managed or are proposed other obligations agreed to be operated or managed by the Related Companies during the Employment Period, or as of the end of the Employment Period if the Employment Period has then ended) (any such business, a “Competitive Business”). Nothing Executive in this Section 8 will prohibit Agreement, the Executive from agrees that for three (3) years following the Date of Termination hereof, he shall not directly or indirectly: (i) being a passive owner of less than 5% hire or attempt to hire any employee of the outstanding stock Company, or induce, entice, encourage or solicit any employee of a corporation of any class which is publicly traded the Company to leave his or her employment, so long as Executive has no direct or indirect participation in the business of such corporation or (ii) at contact, communicate or solicit any time during the portion distributor or customer of the Noncompete Period following Company for the Termination Date, being employed by a Person that is engaged in any Competitive Business purpose of causing them to terminate or investing in alter or lending money amend their business relationship with the Company to any Competitive Business, provided that Executive (A) complies with Section 7 above and (B) has no direct involvement in any aspect of such Competitive Business. By initialing in the space provided below, Executive acknowledges that he has read carefully and had the opportunity to consult with legal counsel regarding the provisions of this Section 8(a). [initial] Company’s detriment.

Appears in 2 contracts

Samples: Executive Employment Agreement (Omega Protein Corp), Executive Employment Agreement (Omega Protein Corp)

Non-Compete. Executive acknowledges that during his employment relationship with, or through his involvement as a member or stockholder of, any Related Company, Executive has and will become familiar with trade secrets and other Confidential Information concerning such Related Companies, and with investment opportunities relating to their respective businesses, and that Executive’s services have been and will be of special, unique and extraordinary value to the foregoing entities. Therefore, Executive agrees that, At all times during the Employment Period Term and for a period of two years thereafter one (1) year after the end of Phase I (the entirety of such period being the Noncompete Restricted Period”), he will not the Executive shall not, in the United States of America or any other country in which Holdings or the Company then engages in business, directly or indirectly own indirectly, manage, control, participate in, consult accept employment with, render provide services for to or have any interest (as an owner, sole proprietor, shareholder, partner, director, officer, employee, consultant, agent or otherwise) in any financial institution, third party processor, member service provider, card association or independent sales organization or other manner engage similar business that directly competes with the Company’s Current Lines of Business; provided, however, that the Executive may hold, directly or indirectly, solely as an investment, not more than one percent (1%) of the outstanding securities of any Person which is listed on any national securities exchange or regularly traded in any business, or invest in or lend money the over-the-counter market; and provided further that this provision shall not be deemed to prohibit Executive from providing services as an outside attorney to any business (in each case, including on his own behalf or on behalf of another Person) which constitutes or is competitive with (including, without limitation, by competing for the same subscriber or customer base) any business conducted by any System owned or managed by any Related Company (as and where such Systems are operated or managed or are proposed to be operated or managed by the Related Companies during the Employment Period, or as of the end of the Employment Period if the Employment Period has then ended) (any such business, a “Competitive Business”). Nothing in this Section 8 will prohibit Executive from (i) being a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect participation in the business of such corporation or (ii) at any time during the portion of the Noncompete Period following the Termination Date, being employed by a Person that is engaged in any Competitive Business or investing in or lending money to any Competitive Business, provided that Executive (A) he complies with his obligations under Section 7 5(a) above and (B) has no direct involvement in any aspect of such Competitive Business. By initialing in the space provided below, Executive acknowledges that he has read carefully and had the opportunity to consult with legal counsel regarding the provisions of this Section 8(a). [initial] his professional responsibilities as an attorney under applicable law.

Appears in 1 contract

Samples: Management Employment Agreement (NetSpend Holdings, Inc.)

Non-Compete. Executive acknowledges that during his employment relationship with, or through his involvement as a member or stockholder of, any Related Company, Executive has and will become familiar with trade secrets and other Confidential Information concerning such Related Companies, and with investment opportunities relating to their respective businesses, and that Executive’s services have been and will be of special, unique and extraordinary value to the foregoing entities. Therefore, Executive agrees that, At all times during the Employment Period Term and for a period of two years thereafter six ( 6) months thereafter, the Executive shall not, in the United States of America or any other country in which the Company then engages in business, directly or indirectly, accept employment with, provide services to or have any interest (as an owner, sole proprietor, shareholder, partner, director, officer, employee, consultant, agent or otherwise) in any financial institution, third party processor, member service provider, card association or independent sales organization or other similar business that directly competes with the Company’s Current Lines of Business ( Noncompete Period Competing Organization”) ; provided, however, that the Executive may hold, directly or indirectly, solely as an investment, not more than one percent (I%) of the outstanding securities of any Person which is listed on any national securities exchange or regularly traded in the over-the-counter market. if the Executive seeks to become employed by a non-competing division of a Competing Organization and, prior to the Executive’s employment with the Competing Organization, such Competing Organization and the Executive provide a written covenant to the Company (that is reasonably satisfactory to the Company) guaranteeing that the Executive’s performance of his duties for such Competing Organization will not result in his breach of Section 6(a), 6(e), 6(f) or 6(g) hereof, he will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in any business, or invest in or lend money to any business (in each case, including on his own behalf or on behalf of another Person) which constitutes or is competitive with (including, without limitation, by competing for the same subscriber or customer base) any business conducted by any System owned or managed by any Related Company (as and where such Systems are operated or managed or are proposed be deemed to be operated or managed by the Related Companies during the Employment Period, or as in violation of the end of the Employment Period if the Employment Period has then ended) (any such business, a “Competitive Business”). Nothing in this Section 8 will prohibit Executive from (i 6(c) being a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly traded, for so long as Executive has no direct or indirect participation in the business of such corporation or (ii) at any time during the portion he complies with all of the Noncompete Period following the Termination Date, being employed by a Person that is engaged in any Competitive Business or investing in or lending money to any Competitive Business, provided that Executive (A) complies with Section 7 above and (B) has no direct involvement in any aspect of such Competitive Business. By initialing in the space provided below, Executive acknowledges that he has read carefully and had the opportunity to consult with legal counsel regarding the other provisions of Section 6 of this Agreement (i.e., other than this Section 8(a 6(c) . [initial] ).

Appears in 1 contract

Samples: Management Employment Agreement (NetSpend Holdings, Inc.)

Non-Compete. Executive Chairwoman acknowledges that during his employment her engagement or other relationship with, or through his involvement as a member or stockholder of, any Related Company, Executive interaction with the WOW Companies she has and will become familiar with trade secrets and other Confidential Information confidential information concerning such Related Companies Persons, and with investment opportunities relating to their respective businesses the Business, and that Executive’s her services have been and will be of special, unique and extraordinary value to the foregoing entities WOW Companies. Therefore, Executive Chairwoman agrees that, during the Employment Engagement Period and for a the twelve month period following the last day of two years thereafter the Engagement Period ( the Engagement Period and the period following being the “Noncompete Period”), he she will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in any business, or invest as an investor in or lend money lender to any business (in each case, case including on his her own behalf or on behalf of another Person) which constitutes or is competitive with (including, without limitation, by competing for all or part of the same subscriber or customer base) any business conducted by any System owned or managed by any Related Company Business (as and where such Systems are operated or managed or are proposed conducted in any Territory). For purposes of this Agreement, “Territory” means any geographic market in which any of the WOW Companies holds a franchise to be operated or managed by conduct the Related Companies Business during the Employment Period, Engagement Period or as in which any of the WOW Companies has taken material steps to obtain franchise rights during the Engagement Period or at the end of the Employment Engagement Period if the Employment Engagement Period has then ended) (any such business, a “Competitive Business”) terminated. Nothing in this Section 8 8(a) will prohibit Executive Chairwoman from (i) being a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly traded, so long as Executive Chairwoman has no direct or indirect participation in or managerial influence over the business of such corporation or (ii) at any time during the portion of the Noncompete Period following the Termination Date, being employed by a Person that is engaged in any Competitive Business or investing in or lending money to any Competitive Business, provided that Executive (A) complies with Section 7 above and (B) has no direct involvement in any aspect of such Competitive Business corporation. By initialing in the space provided below, Executive Chairwoman acknowledges that he she has read carefully and had the opportunity to consult with legal counsel regarding the provisions of this Section 8(a). [initial].

Appears in 1 contract

Samples: WideOpenWest Finance, LLC

Non-Compete. Executive acknowledges that during his Commencing on the Effective Date and ending (a) on the first anniversary of any termination or resignation of employment relationship with hereunder other than Involuntary Termination or (b) if such termination constitutes Involuntary Termination, or through his involvement as a member or stockholder of, any Related Company, Executive has and will become familiar with trade secrets and other Confidential Information concerning such Related Companies, and with investment opportunities relating to their respective businesses, and that Executive’s services have been and will be on the last day of special, unique and extraordinary value to the foregoing entities. Therefore, Executive agrees that, during the Employment Severance Period and for a period of two years thereafter provided in Section 2.1(b)(i) (the “ Noncompete Non-Compete Period”), he Executive will not not, directly or indirectly, engage in, be employed by or act as a consultant to any Person directly or indirectly own, manage, control, participate engaged primarily in or that has substantial operations in, consult with or maintain any interest in or provide or arrange financing for any Person (whether as a director, render services for officer, agent, representative, security holder, equity owner, partner, member or otherwise) directly or indirectly engaged primarily in or that has substantial operations in the Business (a “Competing Business”); provided, however, that Executive may own not more than 5% of any class of publicly-traded securities of any legal entity engaged in a Competing Business. “Business” means (i) the growing, marketing and distribution of fruit, food products, plants and plant products and the sale of such products through direct mail, internet distribution or retail stores, (ii) any other manner business or activity in which the Company and its Subsidiaries engage in any business, on the date of Executive’s termination of employment hereunder or invest in or lend money to any business ( in each case, including on his own behalf or on behalf of another Person) which constitutes or is competitive with (including, without limitation, by competing for the same subscriber or customer base iii) any business conducted by or activity as to the entry into which the Company and its Subsidiaries, at the direction of the Board or any System owned senior executive of the Company, have devoted substantial time or managed by any Related Company (as and where such Systems are operated or managed or are proposed to be operated or managed by the Related Companies resources during the Employment Period 12 calendar months immediately before the date of Executive’s termination of employment hereunder. Notwithstanding the foregoing, or as of the end of the Employment Period if the Employment Period has then ended) (any such business, a “Competitive Business”). Nothing nothing in this Section 8 3.1 will prohibit Executive from (i) being employed by or acting as a passive owner of less than 5% of the outstanding stock consultant to a unit or division of a corporation of any class which is publicly traded, Competing Business so long as Executive has no direct such unit or indirect participation in the business of such corporation or (ii) at any time during the portion of the Noncompete Period following the Termination Date, being employed by a Person that division is not engaged in any Competitive Business or investing in or lending money to any Competitive a Competing Business , provided that Executive (A) complies with Section 7 above and (B) has no direct involvement in any aspect of such Competitive Business. By initialing in the space provided below, Executive acknowledges that he has read carefully and had the opportunity to consult with legal counsel regarding the provisions of this Section 8(a). [initial] .

Appears in 1 contract

Samples: Employment Agreement (Harry & David Holdings, Inc.)

Non-Compete. Executive acknowledges that during his Commencing on the Effective Date and ending (a) on the second anniversary of any termination or resignation of employment relationship with hereunder other than under Section 2.1 or (b) if such termination constitutes Involuntary Termination, or through his involvement as a member or stockholder of, any Related Company, Executive has and will become familiar with trade secrets and other Confidential Information concerning such Related Companies, and with investment opportunities relating to their respective businesses, and that Executive’s services have been and will be on the last day of special, unique and extraordinary value to the foregoing entities. Therefore, Executive agrees that, during the Employment Period and for a salary continuation period of two years thereafter provided in Section 2.1(b)(i) (the “ Noncompete Non-Compete Period”), he Executive will not not, directly or indirectly, engage in, be employed by or act as a consultant to any Person directly or indirectly own, manage, control, participate engaged in, consult with, render services for, or in maintain any other manner engage in any business, or invest interest in or lend money to provide or arrange financing for any business Person ( in each case whether as a director, including on his own behalf officer, agent, representative, security holder, equity owner, partner, member or on behalf of another Person otherwise) which constitutes directly or is competitive with indirectly engaged in, the Business ( including, without limitation, by competing for the same subscriber or customer base) any business conducted by any System owned or managed by any Related Company (as and where such Systems are operated or managed or are proposed to be operated or managed by the Related Companies during the Employment Period, or as of the end of the Employment Period if the Employment Period has then ended) (any such business, a “ Competitive Competing Business”) . Nothing in this Section 8 will prohibit ; provided, however, that Executive from (i) being a passive owner of less may own not more than 5% of the outstanding stock any class of a corporation publicly-traded securities of any class which is publicly traded legal entity engaged in a Competing Business and that any Person whose consolidated gross sales from the Business as of its then most recently completed fiscal year are less than $10,000,000 for such fiscal year shall be deemed not to be a Competing Business. “Business” means the growing, so long as Executive has no direct or indirect participation in marketing and distribution of fruit, food products, plants and plant products and the business sale of such corporation products through direct mail, internet distribution or retail stores, and any other business or activity in which the Company and its Subsidiaries are engaged on ( ii or have taken substantial steps to engage on or before) at any time during the portion date of Executive’s termination of employment. Notwithstanding the Noncompete Period following the Termination Date foregoing, being employed by a Person that is engaged if in any Competitive Business or investing in or lending money to any Competitive Business year after the Second Anniversary, provided that the sum of Base Salary and bonus for such year is less than $400,000 and Executive (A) complies with Section 7 above voluntarily resigns and (B) has no direct involvement in any aspect of such Competitive Business. By initialing in resignation does not constitute an Involuntary Termination, the space provided below, Executive acknowledges that he has read carefully and had Non-Compete Period will end on the opportunity to consult with legal counsel regarding the provisions of this Section 8(a). [initial] 180th day after such resignation.

Appears in 1 contract

Samples: Employment Agreement (Harry & David Holdings, Inc.)

Non-Compete. Executive acknowledges that During Executive’s employment and for the shorter of (i) six months or (ii) the length of the Severance Payment Period following any termination of Executive’s employment for whatever reason during his employment relationship with, or through his involvement as a member or stockholder of, any Related Company the Term, Executive has and will become familiar with trade secrets and other Confidential Information concerning such Related Companies, and with investment opportunities relating to their respective businesses, and that Executive’s services have been and will be of special, unique and extraordinary value to the foregoing entities. Therefore, Executive agrees that, during the Employment Period and for a period of two years thereafter (the “Noncompete Period”), he will shall not directly or indirectly own own any interest in, manage, control, participate in, consult with, render services for, be employed in an executive, managerial or administrative capacity by, or in any other manner engage in any business in, or invest in or lend money to any business within the United States that is engaging in the multi-unit restaurant business that offers full service family dining ( in each case, including on his own behalf or on behalf of another Person) which constitutes or is competitive with (including, without limitation, by competing for the same subscriber or customer base) any business conducted by any System owned or managed by any Related Company (as and where such Systems are operated or managed or are proposed to be operated or managed by the Related Companies during the Employment Period, or as of the end of the Employment Period if the Employment Period has then ended) (any such business, a Competitive Restricted Business”). Executive acknowledges that during the course of Executive’s employment with the Company, as a result of Executive’s position within the Company, Executive has and will become familiar with the Company’s trade secrets, personnel and other confidential information concerning the Company at a very high level and that Executive’s services have been and shall continue to be of special, unique, and extraordinary value to the Company. Nothing in this Section 8 will herein shall prohibit Executive from (i) being a passive owner of less not more than 5 2% of the outstanding stock of any class of a corporation of any class which that is publicly traded, so long as Executive has no direct or indirect active participation in the business of such corporation corporation; or (ii) at any time during becoming employed, engaged, associated or otherwise participating with a separately managed division or subsidiary of a competitive business that does not engage in the portion of the Noncompete Period following the Termination Date, being employed by a Person that is engaged in any Competitive Restricted Business or investing in or lending money to any Competitive Business, (provided that Executive Executive’s services are provided only to such division or subsidiary); or ( A iii) complies accepting employment with Section 7 above and (B) has no direct involvement in any aspect of such Competitive Business. By initialing in the space provided below, Executive acknowledges that he has read carefully and had the opportunity to consult with legal counsel regarding the provisions of this Section 8(a). [initial] federal or state government or governmental subdivision or agency.

Appears in 1 contract

Samples: Severance Agreement (Cracker Barrel Old Country Store, Inc)

Non-Compete. Executive acknowledges that during his During Executive’s employment relationship with, following the Effective Date and for the shorter of (i) six months or through his involvement as a member or stockholder of, (ii) the length of the Applicable Continuation Period following any Related Company termination of Executive’s employment for whatever reason after the Effective Date, Executive has and will become familiar with trade secrets and other Confidential Information concerning such Related Companies, and with investment opportunities relating to their respective businesses, and that Executive’s services have been and will be of special, unique and extraordinary value to the foregoing entities. Therefore, Executive agrees that, during the Employment Period and for a period of two years thereafter (the “Noncompete Period”), he will shall not directly or indirectly own own any interest in, manage, control, participate in, consult with, render services for, be employed in an executive, managerial or administrative capacity by, or in any other manner engage in any business in, or invest in or lend money to any business within the United States that is engaging in the multi-unit restaurant business that offers full service family dining ( in each case, including on his own behalf or on behalf of another Person) which constitutes or is competitive with (including, without limitation, by competing for the same subscriber or customer base) any business conducted by any System owned or managed by any Related Company (as and where such Systems are operated or managed or are proposed to be operated or managed by the Related Companies during the Employment Period, or as of the end of the Employment Period if the Employment Period has then ended) (any such business, a Competitive Restricted Business”). Executive acknowledges that during the course of Executive’s employment with the Company, as a result of Executive’s position within the Company, Executive has and will become familiar with the Company’s trade secrets, personnel and other confidential information concerning the Company at a very high level and that Executive’s services have been and shall continue to be of special, unique, and extraordinary value to the Company. Nothing in this Section 8 will herein shall prohibit Executive from (i) being a passive owner of less not more than 5 2% of the outstanding stock of any class of a corporation of any class which that is publicly traded, so long as Executive has no direct or indirect active participation in the business of such corporation corporation; or (ii) at any time during becoming employed, engaged, associated or otherwise participating with a separately managed division or subsidiary of a competitive business that does not engage in the portion of the Noncompete Period following the Termination Date, being employed by a Person that is engaged in any Competitive Restricted Business or investing in or lending money to any Competitive Business, (provided that Executive Executive’s services are provided only to such division or subsidiary); or ( A iii) complies accepting employment with Section 7 above and (B) has no direct involvement in any aspect of such Competitive Business. By initialing in the space provided below, Executive acknowledges that he has read carefully and had the opportunity to consult with legal counsel regarding the provisions of this Section 8(a). [initial] federal or state government or governmental subdivision or agency.

Appears in 1 contract

Samples: Change of Control Agreement (Cracker Barrel Old Country Store, Inc)

Non-Compete. Executive acknowledges that during his employment relationship with, or through his involvement as a member or stockholder of, any Related Company, Executive has and will become familiar with trade secrets and other Confidential Information concerning such Related Companies, and with investment opportunities relating to their respective businesses, and that Executive’s services have been and will be of special, unique and extraordinary value to the foregoing entities. Therefore, Executive agrees that, during During the Employment Period and for a period of two years six ----------- months thereafter (the "Noncompete Period "), he will shall not directly or indirectly own ----------------- own any interest in, manage, control, participate in, consult with, render services for, or in any other manner engage in any business business competing with the businesses of the Company or its Subsidiaries, or invest in or lend money to any business (in each case, including on his own behalf or on behalf of another Person) which constitutes or is competitive with (including, without limitation, by competing for the same subscriber or customer base) any business conducted by any System owned or managed by any Related Company ( as and where such Systems are operated or managed businesses exist or are proposed to be operated or managed by in process on the Related Companies during the Employment Period, or as date of the end termination of Executive's employment, within any geographical area in which the Employment Period if the Employment Period has then ended) (any Company or its Subsidiaries engage or plan to engage in such business, a “Competitive Business”) businesses. Nothing in this Section 8 will herein shall prohibit Executive from (i) being a passive owner of less not more than 5 2% of the outstanding stock of any class of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect active participation in the business of such corporation or (ii) at any time during the portion of the Noncompete Period following the Termination Date, being employed by a Person that is engaged in any Competitive Business or investing in or lending money to any Competitive Business, provided that Executive (A) complies with Section 7 above and (B) has no direct involvement in any aspect of such Competitive Business. By initialing in the space provided below, Executive acknowledges that he has read carefully and had the opportunity to consult with legal counsel regarding the provisions of this Section 8(a). [initial] corporation.

Appears in 1 contract

Samples: Employment Agreement (Penncorp Financial Group Inc /De/)

Non-Compete. Executive acknowledges that during his employment relationship with, or through his involvement as a member or stockholder of, any Related Company, Executive has and will become familiar with trade secrets and other Confidential Information concerning such Related Companies, and with investment opportunities relating to their respective businesses, and that Executive’s services have been and will be of special, unique and extraordinary value to the foregoing entities. Therefore, Executive agrees that, during During the Employment Period and for a period of two years thereafter six MONTHS THEREAFTER ( the “Noncompete Period” THE "NONCOMPETE PERIOD"), he will shall not directly or indirectly own own any interest in, manage, control, participate in, consult with, render services for, or in any other manner engage in any business business competing with the businesses of the Company or its Subsidiaries, or invest in or lend money to any business (in each case, including on his own behalf or on behalf of another Person) which constitutes or is competitive with (including, without limitation, by competing for the same subscriber or customer base) any business conducted by any System owned or managed by any Related Company ( as and where such Systems are operated or managed businesses exist or are proposed to be operated or managed by in process on the Related Companies during the Employment Period, or as date of the end termination of Executive's employment, within any geographical area in which the Employment Period if the Employment Period has then ended) (any Company or its Subsidiaries engage or plan to engage in such business, a “Competitive Business”) businesses. Nothing in this Section 8 will herein shall prohibit Executive from (i) being a passive owner of less not more than 5 2% of the outstanding stock of any class of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect active participation in the business of such corporation or (ii) at any time during the portion of the Noncompete Period following the Termination Date, being employed by a Person that is engaged in any Competitive Business or investing in or lending money to any Competitive Business, provided that Executive (A) complies with Section 7 above and (B) has no direct involvement in any aspect of such Competitive Business. By initialing in the space provided below, Executive acknowledges that he has read carefully and had the opportunity to consult with legal counsel regarding the provisions of this Section 8(a). [initial] corporation.

Appears in 1 contract

Samples: Certificate of Incorporation (Rapaport Bernard)

Non-Compete. Executive acknowledges that during his employment relationship with During the Employment Period, or through his involvement as a member or stockholder of, for any Related Company, Executive has and will become familiar with trade secrets and other Confidential Information concerning such Related Companies, and with investment opportunities relating to their respective businesses, and that Executive’s services have been and will be of special, unique and extraordinary value to the foregoing entities. Therefore, Executive agrees that, during period after the Employment Period in which the Employee is employed by the Company, and for (i) eighteen (18) months following the termination of the Employee’s employment by the Company for Cause or by the Employee for any reason; or (ii) one (1) year following the termination of the Employee’s employment by the Company for any reason other than Cause (the “Non-Compete Period”), and irrespective of whether the Employee is entitled to severance, the Employee agrees that he shall not, and shall not permit his respective affiliates to, directly or indirectly through another person, engage in a Competitive Business (defined below) by providing any services similar to those provided during employment for the Company, including without limitation any business management, strategic planning, or sales services, advice, or expertise, or any related services, in any geographic location in which the Company Group is engaged in business, which includes the United States (the “Geographic Area”); provided, that upon written notice to the Employee given at least sixty (60) days prior to the expiration of the initial Non-Compete Period, the Company may extend the Non-Compete Period for a period of two years thereafter up to one ( 1) year (such period of time, as set forth in the notice, the “ Noncompete Extended Period” ), he will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in any business, or invest in or lend money to any business (in each case, including ) on his own behalf or on behalf of another Person) which constitutes or is competitive with (including, without limitation, by competing for the same subscriber or customer base) any business conducted by any System owned or managed by any Related Company (as and where such Systems are operated or managed or are proposed to be operated or managed by the Related Companies condition that during the Employment Extended Period, or as if any, the Company pays to the Employee his Annual Base Salary at the time of the end termination of the Employment Period if the Employment Period has then ended) his employment in accordance with customary payroll practices ( any such business and subject to customary withholding and payroll taxes). For purposes of this Agreement, a “Competitive Business ”). Nothing in this Section 8 will prohibit Executive from (i) being a passive owner of less than 5% of the outstanding stock of a corporation of ” shall mean any class which is publicly traded, so long as Executive has no direct or indirect participation in the business of such corporation or (ii) at any time during the portion of the Noncompete Period following the Termination Date, being employed by a Person that is engaged in the acquisition, distribution, marketing, sale, resale, manufacture or production of veterinary pet prescription and over-the-counter medications or related products, and all matters and services incidental or related thereto, or any Competitive Business other business in competition with the business conducted by (or investing in or lending money to any Competitive Business, provided that Executive (A actively being contemplated by) complies with Section 7 above and (B) has no direct involvement in any aspect of such Competitive Business. By initialing in the space provided below, Executive acknowledges that he has read carefully and had the opportunity to consult with legal counsel regarding the provisions of this Section 8(a). [initial] Company Group.

Appears in 1 contract

Samples: Non Competition Agreement (PetIQ, Inc.)

Non-Compete. Executive acknowledges that during his employment relationship with During the Employment Term and, following the expiration or through his involvement as a member termination of the Employment Term for any reason (whether by the Company or stockholder of, any Related Company, Executive has and will become familiar with trade secrets and other Confidential Information concerning such Related Companies, and with investment opportunities relating to their respective businesses, and that Executive’s services have been and will be of special, unique and extraordinary value to the foregoing entities. Therefore, Executive agrees that Employee), during the Employment Restriction Period and for a period of two years thereafter ( the “Noncompete Period” as defined below), he the Employee, in consideration of compensation to be paid to the Employee hereunder, will not directly or indirectly own (as a director, officer, executive consultant , manager, consultant, independent contractor, advisor or other-wise) engage in (i) any activity with any private equity firm, investment bank or any other entity relating to the evaluation, acquisition, or operation of any local "telecommunications" business anywhere in the United States or (ii) competition with, or own any interest in, manage, assist, control, participate in, consult with, render perform any services for, or in any other manner engage in any business, or invest participate in or lend money to be connected with any business ( or organization which engages in each case operating any local "telecommunications" business anywhere in the markets that are served by any of the Companies at the time of determination. It is understood that Employee may provide management consulting services, including on his own behalf or on behalf of another Person) which constitutes or is competitive with ( including, without limitation but not limited to, by competing for the same subscriber or customer base) any business conducted by any System owned or managed by any Related Company consultation on telephone operations, network issues and regulatory matters, directly to rural local exchange carriers (as and where such Systems are operated or managed or are proposed opposed to be operated or managed by the Related Companies types of persons described in clause (i) of the preceding sentence), either during the Employment Period Term, or following its termination or expiration, so long as such rural local exchange carriers do not compete directly with any of the end Companies in the markets that are served by any of the Employment Period if Companies at the Employment Period has then ended) (any such business, a “Competitive Business”) time of determination. Nothing in this Section 8 will 9 shall be deemed to prohibit Executive from the Employee's ownership of not more than two percent ( i 2%) being a passive owner of less than 5% of the total shares of all classes of stock outstanding stock of a corporation of any class which is publicly traded held company, or ownership, whether through direct or indirect stock holdings or otherwise, of not more than one percent (1%) of any other business, so long as Executive Employee has no direct or indirect active participation in the business of such corporation company, or (ii) at any time during the portion of the Noncompete Period following current activities permitted by the Termination Date, being employed by a Person that is engaged in any Competitive Business or investing in or lending money to any Competitive Business, provided that Executive (A) complies with last sentence of Section 7 above and (B) has no direct involvement in any aspect of such Competitive Business. By initialing in the space provided below, Executive acknowledges that he has read carefully and had the opportunity to consult with legal counsel regarding the provisions of this Section 8(a 3(b) . [initial] .

Appears in 1 contract

Samples: Valor Communications Group Inc

Non-Compete. Executive acknowledges that during his employment relationship with During the Non-Competition Period, or through his involvement as a member or stockholder of Sellers and Founders shall not, any Related without the prior written permission of the Surviving Company, Executive has and will become familiar with trade secrets and other Confidential Information concerning such Related Companies anywhere in the PRC, the United States, the Cayman Islands, and with investment opportunities relating to their respective businesses the British Virgin Islands, and that Executive’s services have been and will be of special, unique and extraordinary value to the foregoing entities. Therefore, Executive agrees that, during the Employment Period and for a period of two years thereafter (the “Noncompete Period”), he will not directly or indirectly own indirectly, manage (i) enter into the employ of or render any services to any Person engaged in any business which is a “Competitive Business” (as defined below); (ii) engage in any Competitive Business for his own account; (iii) become associated with or interested in any Competitive Business as an individual, control partner, participate in shareholder, consult with creditor, render services for director, officer, principal, agent, employee, trustee, consultant, advisor or in any other manner engage in any business relationship or capacity; (iv) employ or retain, or invest have or cause any other Person to employ or retain, any Person who was employed or retained by any member of the Company Group in the six-month period prior to the date that all relationships of such Person terminates with such member; or lend money (v) solicit, interfere with, or endeavor to entice away from any business (in each case member of the Company Group, including on his own behalf or on behalf of another Person) which constitutes or is competitive with (including, without limitation, by competing for the same subscriber benefit of a Competitive Business, any of its customers or customer base) other Persons with whom any business conducted by any System owned or managed by any Related Company (as and where such Systems are operated or managed or are proposed to be operated or managed by the Related Companies during the Employment Period, or as member of the end of the Employment Period if the Employment Period Company Group has then ended) (any such business a business relationship. However, a “Competitive Business”). Nothing nothing in this Section 8 will prohibit Executive Agreement shall preclude him from (i) being investing his personal assets in the securities of any corporation or other business entity which is engaged in a passive owner of less Competitive Business if such securities are traded on a national stock exchange or in the over-the-counter market and if such investment does not result in their beneficially owning, at any time, more than 5 1% of the outstanding stock of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect participation in the business of such corporation or (ii) at any time during the portion of the Noncompete Period following the Termination Date, being employed by a Person that is engaged in any Competitive Business or investing in or lending money to any Competitive Business, provided that Executive (A) complies with Section 7 above and (B) has no direct involvement in any aspect publicly-traded equity securities of such Competitive Business . By initialing in the space provided below, Executive acknowledges that he has read carefully and had the opportunity to consult with legal counsel regarding the provisions of this Section 8(a). [initial] .

Appears in 1 contract

Samples: Share Purchase Agreement (ChinaGrowth North Acquisition CORP)

Non-Compete. Executive acknowledges that during his employment relationship with During the Non-Competition Period, or through his involvement as a member or stockholder of the Founder shall not, any Related Company without the prior written permission of the China Growth, Executive has and will become familiar with trade secrets and other Confidential Information concerning such Related Companies anywhere in the PRC, and with investment opportunities relating to their respective businesses, and that Executive’s services have been and will be of special, unique and extraordinary value to the foregoing entities. Therefore, Executive agrees that, during the Employment Period and for a period of two years thereafter (the “Noncompete Period”), he will not directly or indirectly own indirectly, manage (i) enter into the employ of or render any services to any Person engaged in any business which is a “Competitive Business” (as defined below); (ii) engage in any Competitive Business for his own account; (iii) become associated with or interested in any Competitive Business as an individual, control partner, participate in shareholder, consult with creditor, render services for director, officer, principal, agent, employee, trustee, consultant, advisor or in any other manner engage in any business relationship or capacity; (iv) employ or retain, or invest have or cause any other Person to employ or retain, any Person who was employed or retained by any member of the Company Group in the six-month period prior to the date that all relationships of such Person terminates with such member; or lend money (v) solicit, interfere with, or endeavor to entice away from any business (in each case member of the Company Group, including on his own behalf or on behalf of another Person) which constitutes or is competitive with (including, without limitation, by competing for the same subscriber benefit of a Competitive Business, any of its customers or customer base) other Persons with whom any business conducted by any System owned or managed by any Related Company (as and where such Systems are operated or managed or are proposed to be operated or managed by the Related Companies during the Employment Period, or as member of the end of the Employment Period if the Employment Period Company Group has then ended) (any such business a business relationship. However, a “Competitive Business”). Nothing nothing in this Section 8 will prohibit Executive Agreement shall preclude him from (i) being investing his personal assets in the securities of any corporation or other business entity which is engaged in a passive owner of less Competitive Business if such securities are traded on a national stock exchange or in the over-the-counter market and if such investment does not result in their beneficially owning, at any time, more than 5 1% of the outstanding stock of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect participation in the business of such corporation or (ii) at any time during the portion of the Noncompete Period following the Termination Date, being employed by a Person that is engaged in any Competitive Business or investing in or lending money to any Competitive Business, provided that Executive (A) complies with Section 7 above and (B) has no direct involvement in any aspect publicly-traded equity securities of such Competitive Business . By initialing in the space provided below, Executive acknowledges that he has read carefully and had the opportunity to consult with legal counsel regarding the provisions of this Section 8(a). [initial] .

Appears in 1 contract

Samples: Share Purchase Agreement (China Growth Equity Investment LTD)

Non-Compete. Executive acknowledges that during his employment relationship with During the Non-Competition Period, or through his involvement as a member or stockholder of the Founder shall not, any Related Company without the prior written permission of the Surviving Corporation, Executive has and will become familiar with trade secrets and other Confidential Information concerning such Related Companies anywhere in the PRC, and with investment opportunities relating to their respective businesses, and that Executive’s services have been and will be of special, unique and extraordinary value to the foregoing entities. Therefore, Executive agrees that, during the Employment Period and for a period of two years thereafter (the “Noncompete Period”), he will not directly or indirectly own indirectly, manage (i) enter into the employ of or render any services to any Person engaged in any business which is a “Competitive Business” (as defined below); (ii) engage in any Competitive Business for his own account; (iii) become associated with or interested in any Competitive Business as an individual, control partner, participate in shareholder, consult with creditor, render services for director, officer, principal, agent, employee, trustee, consultant, advisor or in any other manner engage in any business relationship or capacity; (iv) employ or retain, or invest have or cause any other Person to employ or retain, any Person who was employed or retained by any member of the Company Group in the six-month period prior to the date that all relationships of such Person terminates with such member; or lend money (v) solicit, interfere with, or endeavor to entice away from any business (in each case member of the Company Group, including on his own behalf or on behalf of another Person) which constitutes or is competitive with (including, without limitation, by competing for the same subscriber benefit of a Competitive Business, any of its customers or customer base) other Persons with whom any business conducted by any System owned or managed by any Related Company (as and where such Systems are operated or managed or are proposed to be operated or managed by the Related Companies during the Employment Period, or as member of the end of the Employment Period if the Employment Period Company Group has then ended) (any such business a business relationship. However, a “Competitive Business”). Nothing nothing in this Section 8 will prohibit Executive Agreement shall preclude him from (i) being investing his personal assets in the securities of any corporation or other business entity which is engaged in a passive owner of less Competitive Business if such securities are traded on a national stock exchange or in the over-the-counter market and if such investment does not result in their beneficially owning, at any time, more than 5 1% of the outstanding stock of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect participation in the business of such corporation or (ii) at any time during the portion of the Noncompete Period following the Termination Date, being employed by a Person that is engaged in any Competitive Business or investing in or lending money to any Competitive Business, provided that Executive (A) complies with Section 7 above and (B) has no direct involvement in any aspect publicly-traded equity securities of such Competitive Business . By initialing in the space provided below, Executive acknowledges that he has read carefully and had the opportunity to consult with legal counsel regarding the provisions of this Section 8(a). [initial] .

Appears in 1 contract

Samples: Agreement and Plan of Merger (China Growth Equity Investment LTD)

Non-Compete. During the period that the Executive acknowledges that during his employment relationship with, or through his involvement as a member or stockholder of, any Related Company, Executive has and will become familiar with trade secrets and other Confidential Information concerning such Related Companies, and with investment opportunities relating to their respective businesses, and that Executive’s services have been and will be of special, unique and extraordinary value to is employed by the foregoing entities. Therefore, Executive agrees that, during the Employment Period Employer and for a period of two years thereafter ( one year following the “Noncompete Period”) termination of employment for any reason, he the Executive agrees that the Executive will not directly (i) own or indirectly own, manage, control, participate have any interest in, consult with or act as a manager, render services for officer, director, executive, consultant, agent or representative of, or assist in any way or in any capacity, any person, firm, association, partnership, corporation, limited liability company or other manner engage entity that (a) manufactures, distributes or sells products in competition with the Employer's Products, as hereinafter defined, anywhere within North America or (b) solicit business in competition with the Employer from (y) any business customers of the Employer who transacted business with the Employer during the one year period prior to such termination with whom the Executive or his direct reports had contact or (z) any potential customers of the Employer with whom the Executive or his direct reports had contact during the one year period prior to such termination. As used herein, the term "PRODUCTS" means the same or invest in similar products or lend money to any business (in each case services as the Employer currently provides, including on his own behalf or on behalf of another Person) which constitutes or is competitive with ( including, without limitation but not limited to a line of "middleware" products known as "Voyager" and object-oriented consulting and training services. The Executive acknowledges and agrees that the Employer sells its Products throughout North America and, by competing for therefore, the same subscriber or customer base) any business conducted by any System owned or managed by any Related Company (as and where such Systems are operated or managed or are proposed to be operated or managed by the Related Companies during the Employment Period, or as geographic scope of the end of restriction contained herein is both reasonable and necessary under the Employment Period if the Employment Period has then ended) (any such business, a “Competitive Business”) circumstances. Nothing Notwithstanding anything in this Section 8 will prohibit Executive from (i 8(a) being a passive owner of less than 5% of to the outstanding stock of a corporation of any class which is publicly traded contrary, so long as Executive has no direct or indirect participation in the business of such corporation event employment is terminated by Employer without Cause or (ii) at any time during the portion of the Noncompete Period following the Termination Date by Executive for Good Reason, being employed by a Person that is engaged in any Competitive Business or investing in or lending money Executive shall be entitled to provide training and consulting services to any Competitive Business, provided that Executive Persons other than the customers and potential customers identified in clauses ( A b)(y) complies with Section 7 above and ( B b)(z) has no direct involvement in any aspect of such Competitive Business. By initialing in the space provided below, Executive acknowledges that he has read carefully and had the opportunity to consult with legal counsel regarding the provisions of this Section 8(a) . [initial] .

Appears in 1 contract

Samples: Employment Agreement (Objectspace Inc)

Non-Compete. During the period that the Executive acknowledges that during his employment relationship with, or through his involvement as a member or stockholder of, any Related Company, Executive has and will become familiar with trade secrets and other Confidential Information concerning such Related Companies, and with investment opportunities relating to their respective businesses, and that Executive’s services have been and will be of special, unique and extraordinary value to is employed by the foregoing entities. Therefore, Executive agrees that, during the Employment Period Employer and for a period of two years thereafter ( one year following the “Noncompete Period”) termination of employment for any reason, he the Executive agrees that the Executive will not directly (i) own or indirectly own, manage, control, participate have any interest in, consult with or act as a manager, render services for officer, director, executive, consultant, agent or representative of, or assist in any way or in any capacity, any person, firm, association, partnership, corporation, limited liability company or other manner engage entity that (a) manufactures, distributes or sells products in competition with the Employer's Products, as hereinafter defined, anywhere within North America or (b) solicit business in competition with the Employer from (y) any business customers of the Employer who transacted business with the Employer during the one year period prior to such termination with whom the Executive or his direct reports had contact or (z) any potential customers of the Employer with whom the Executive or his direct reports had contact during the one year period prior to such termination. As used herein, the term "PRODUCTS" means the same or invest in similar products or lend money to any business (in each case services as the Employer currently provides, including on his own behalf or on behalf of another Person) which constitutes or is competitive with ( including, without limitation but not limited to a line of "middleware" products known as "Voyager" and object-oriented consulting and training services. The Executive acknowledges and agrees that the Employer sells its Products throughout North America and, by competing for therefore, the same subscriber or customer base) any business conducted by any System owned or managed by any Related Company (as and where such Systems are operated or managed or are proposed to be operated or managed by the Related Companies during the Employment Period, or as geographic scope of the end of restriction contained herein is both reasonable and necessary under the Employment Period if the Employment Period has then ended) (any such business, a “Competitive Business”) circumstances. Nothing Notwithstanding anything in this Section 8 will prohibit Executive from (i 8(a) being a passive owner of less than 5% of to the outstanding stock of a corporation of any class which is publicly traded contrary, so long as Executive has no direct or indirect participation in the business of such corporation event employment is terminated by Employer without Cause or (ii) at any time during the portion of the Noncompete Period following the Termination Date by Executive for Good Reason, being employed by a Person that is engaged in any Competitive Business or investing in or lending money Executive shall be entitled to provide training and consulting services to any Competitive Business, provided that Executive Persons other than the customers and potential customers identified in clauses ( A b)(y) complies with Section 7 above and ( B b)(z) has no direct involvement in any aspect of such Competitive Business. By initialing in the space provided below, Executive acknowledges that he has read carefully and had the opportunity to consult with legal counsel regarding the provisions of this Section 8(a). [initial]. EXHIBIT 10.14

Appears in 1 contract

Samples: Employment Agreement (Objectspace Inc)

Non-Compete. During the period that the Executive acknowledges that during his employment relationship with, or through his involvement as a member or stockholder of, any Related Company, Executive has and will become familiar with trade secrets and other Confidential Information concerning such Related Companies, and with investment opportunities relating to their respective businesses, and that Executive’s services have been and will be of special, unique and extraordinary value to is employed by the foregoing entities. Therefore, Executive agrees that, during the Employment Period Employer and for a period of two years thereafter ( one year following the “Noncompete Period”) termination of employment for any reason, he the Executive agrees that the Executive will not directly (i) own or indirectly own, manage, control, participate have any interest in, consult with or act as a manager, render services for officer, director, executive, consultant, agent or representative of, or assist in any way or in any other manner engage in capacity, any business person, firm, association, partnership, corporation, limited liability company, or invest other entity that (a) manufactures, distributes or sells products in competition with the Employer's Products (as hereinafter defined), anywhere within North America, or lend money (b) solicit business in competition with the Employer from (y) any of the Employer's customers who transacted business with the Employer during the one year period prior to such termination with whom the Executive or his direct reports had contact, or (z) any business (in each case of the Employer's potential customers with whom the Employer or his direct reports had contact during the one year period prior to such termination. As used herein, including on his own behalf "Products" means the same or on behalf similar products or services as the Employer provides during Executive's term of another Person) which constitutes or is competitive with ( employment, including, without limitation but not limited to a line of "middleware" products known as "Voyager," business to business integration products known as "OpenBusiness," and object-oriented consulting and training services. The Executive acknowledges and agrees that the Employer sells the Products throughout North America and, by competing for EXHIBIT 10.15 therefore, the same subscriber or customer base) any business conducted by any System owned or managed by any Related Company (as and where such Systems are operated or managed or are proposed to be operated or managed by the Related Companies during the Employment Period, or as geographic scope of the end of restriction contained herein is both reasonable and necessary under the Employment Period if the Employment Period has then ended) (any such business, a “Competitive Business”) circumstances. Nothing Notwithstanding anything in this Section 8 will prohibit Executive from (i 8(a) being a passive owner of less than 5% of to the outstanding stock of a corporation of any class which is publicly traded contrary, so long as Executive has no direct or indirect participation in the business of such corporation event employment is terminated by Employer without Cause or (ii) at any time during the portion of the Noncompete Period following the Termination Date by Executive for Good Reason, being employed by a Person that is engaged in any Competitive Business or investing in or lending money Executive shall be entitled to provide training and consulting services to any Competitive Business, provided that Executive Persons other than customers and potential customers identified in clause ( A b)(y) complies with Section 7 above and ( B b)(z) has no direct involvement in any aspect of such Competitive Business. By initialing in the space provided below, Executive acknowledges that he has read carefully and had the opportunity to consult with legal counsel regarding the provisions of this Section 8(a) . [initial] .

Appears in 1 contract

Samples: Amendment to Employment Agreement (Objectspace Inc)

Non-Compete. During the period that the Executive acknowledges that during his employment relationship with, or through his involvement as a member or stockholder of, any Related Company, Executive has and will become familiar with trade secrets and other Confidential Information concerning such Related Companies, and with investment opportunities relating to their respective businesses, and that Executive’s services have been and will be of special, unique and extraordinary value to is employed by the foregoing entities. Therefore, Executive agrees that, during the Employment Period Employer and for a period of two years thereafter ( one year following the “Noncompete Period”) termination of employment for any reason, he the Executive agrees that the Executive will not directly (i) own or indirectly own, manage, control, participate have any interest in, consult with or act as a manager, render services for officer, director, executive, consultant, agent or representative of, or assist in any way or in any other manner engage in capacity, any business person, firm, association, partnership, corporation, limited liability company, or invest other entity that (a) manufactures, distributes or sells products in competition with the Employer's Products (as hereinafter defined), anywhere within North America, or lend money (b) solicit business in competition with the Employer from (y) any of the Employer's customers who transacted business with the Employer during the one year period prior to such termination with whom the Executive or his direct reports had contact, or (z) any business (in each case of the Employer's potential customers with whom the Employer or his direct reports had contact during the one year period prior to such termination. As used herein, including on his own behalf "Products" means the same or on behalf similar products or services as the Employer provides during Executive's term of another Person) which constitutes or is competitive with ( employment, including, without limitation but not limited to a line of "middleware" products known as "Voyager," business to business integration products known as "OpenBusiness," and object-oriented consulting and training services. The Executive acknowledges and agrees that the Employer sells the Products throughout North America and, by competing for therefore, the same subscriber or customer base) any business conducted by any System owned or managed by any Related Company (as and where such Systems are operated or managed or are proposed to be operated or managed by the Related Companies during the Employment Period, or as geographic scope of the end of restriction contained herein is both reasonable and necessary under the Employment Period if the Employment Period has then ended) (any such business, a “Competitive Business”) circumstances. Nothing Notwithstanding anything in this Section 8 will prohibit Executive from (i 8(a) being a passive owner of less than 5% of to the outstanding stock of a corporation of any class which is publicly traded contrary, so long as Executive has no direct or indirect participation in the business of such corporation event employment is terminated by Employer without Cause or (ii) at any time during the portion of the Noncompete Period following the Termination Date by Executive for Good Reason, being employed by a Person that is engaged in any Competitive Business or investing in or lending money Executive shall be entitled to provide training and consulting services to any Competitive Business, provided that Executive Persons other than customers and potential customers identified in clause ( A b)(y) complies with Section 7 above and ( B b)(z) has no direct involvement in any aspect of such Competitive Business. By initialing in the space provided below, Executive acknowledges that he has read carefully and had the opportunity to consult with legal counsel regarding the provisions of this Section 8(a) . [initial] .

Appears in 1 contract

Samples: Amendment to Employment Agreement (Objectspace Inc)

Non-Compete. Executive acknowledges that during his employment relationship with, or through his involvement as a member or stockholder of, any Related Company, Executive has and will become familiar with trade secrets and other Confidential Information concerning such Related Companies, and with investment opportunities relating to their respective businesses, and that Executive’s services have been and will be of special, unique and extraordinary value to During the foregoing entities. Therefore, Executive agrees that, during six (6) month period following the Employment Period and for a period of two years thereafter ( Separation Date the “ Noncompete Restricted Period”), he Executive will not not, directly or indirectly own indirectly, manage, control, participate in, consult with, render services for, or in any other manner engage in any business, or invest in or lend money to any business (in each case, including whether on his own behalf or on behalf of another Person) which constitutes or is competitive with (including, without limitation, by competing for the same subscriber or customer base) any business conducted by any System owned or managed by any Related Company (as and where such Systems are operated or managed or are proposed to be operated or managed by the Related Companies during the Employment Period, or as of the end of the Employment Period if the Employment Period has then ended) (any such business, a “Competitive Business”). Nothing in this Section 8 will prohibit Executive from third party (i) being a passive owner of less than 5% engage in any part of the outstanding stock Business, assist others in engaging in any part of a corporation the Business or compete with the Company in any part of the Business, in each case, in any class which is publicly traded part of the United States of America (the “Restricted Territory”), so long as Executive has no direct or indirect participation in the business of such corporation or (ii) at have an interest in any time during the portion Person that competes with or engages directly or indirectly in any part of the Noncompete Period following Business anywhere in the Termination Date Restricted Territory, being employed by a Person that is engaged and in any Competitive Business capacity whatsoever, including as a partner, shareholder (other than as a less than two percent shareholder of a publicly traded corporation), member, employee, principal, agent, trustee or investing in consultant, or lending money to (iii) cause, induce or encourage any Competitive Business, provided that Executive Person who is (A) complies with Section 7 above and an employee, client, customer, supplier or licensor of the Company or any of its affiliates (including any existing or former client or customer of the Company or any of its affiliates) or (B) has no direct involvement a prospective client, customer, supplier or licensor of the Company or any of its affiliates, in each case to terminate or modify any aspect such relationship. Notwithstanding the above, the Company acknowledges that Executive may without using or disclosing any Confidential Information engage in certain preliminary activities in order to assess his ability or interest to engage in a competing business, such as contacting potential investors, inquiring about the availability of such Competitive Business certain advanced wound care products (except for any products for which the Company sent a letter of intent to purchase during the last six months), and preparing a business plan (but shall not contact any key opinion leaders, customers, or employees or Company with respect to any potential new business) without violating this agreement not to compete. By initialing Executive understands that this agreement not to compete is an essential element of this Agreement, that the Company is paying additional consideration to Executive under this Agreement for this agreement not to compete, and that the Company would not have entered into this Agreement without this agreement not to compete having been included in the space provided below, it. Executive acknowledges that he has read carefully this agreement not to compete is reasonable and had appropriate in all respects and in the opportunity to consult with legal counsel regarding specific context of the provisions Business. For the purposes of this Section 8(a paragraph 6(d) . [initial] , the “Business” is defined as the advanced wound care business of the Company, and “Person” shall include an individual, corporation, partnership, limited liability company or any other entity.

Appears in 1 contract

Samples: Separation Agreement (Derma Sciences, Inc.)

Non-Compete. Executive acknowledges that during his employment relationship with, or through his involvement as a member or stockholder of, any Related Company, Executive has and will become familiar with trade secrets and other Confidential Information concerning such Related Companies During the term of Executive’s employment, and with investment opportunities relating to their respective businesses, and that Executive’s services have been and will be of special, unique and extraordinary value to the foregoing entities. Therefore, Executive agrees that, during the Employment Period and continuing for a period of two years thereafter one ( 1) year after the termination of the Executive’s employment with the Company ( Noncompete Restricted Period”), he will not the Executive shall not, directly or indirectly own indirectly, whether as principal, agent, consultant, independent contractor, partner or otherwise, manage , operate, finance, control, participate in, consult with advise, render perform services for to or guarantee the obligations of any entity, or in any other manner engage in any business, or invest person other than the Company engaged in or lend money planning to become engaged in during the Restricted Period, anywhere in North America, any business (in each case, including on his own behalf or on behalf of another Person) which constitutes or that is competitive with (including, without limitation, by competing for the same subscriber or customer base) any business conducted by any System owned or managed by any Related the Company ( as i.e. microwave tumor ablation and where such Systems are operated or managed or are proposed to be operated or managed by the Related Companies during the Employment Period, or as of the end of the Employment Period if the Employment Period has then ended oncology products) ( any such business, a Competitive Business Restricted Businesses”). Nothing in this Section 8 will shall prohibit the Executive from (i) being owning as a passive owner investment not in excess of less than 5 2% of in the outstanding stock of a corporation aggregate of any class which of capital stock of any corporation if such stock is publicly traded traded or from being. With respect to entities that have multiple divisions or affiliates, so long as Executive has no direct or indirect participation the restrictions set forth in the business of such corporation or (ii) at any time during the portion of the Noncompete Period following the Termination Date, being employed by a Person that is engaged in any Competitive Business or investing in or lending money to any Competitive Business, provided that Executive (A) complies with Section 7 above and (B) has no direct involvement in any aspect of such Competitive Business. By initialing in the space provided below, Executive acknowledges that he has read carefully and had the opportunity to consult with legal counsel regarding the provisions of this Section 8(a). [initial] shall only apply to the divisions and affiliates that constitute Restricted Businesses and not the parent company or other divisions or affiliates that whose operations would not otherwise qualify them as Restricted Businesses.

Appears in 1 contract

Samples: Employment Agreement (BSD Medical Corp)

Non-Compete. Executive acknowledges that during his employment relationship with, or through his involvement as a member or stockholder of, any Related Company, Executive has and will become familiar with trade secrets and other Confidential Information concerning such Related Companies, and with investment opportunities relating to their respective businesses, and that Executive’s services have been and will be During the term of special, unique and extraordinary value to the foregoing entities. Therefore, Executive agrees that, during the Employment Period this Agreement and for a period of two years thereafter nine ( 9) months from the “Noncompete Period” date of his termination of employment with the Company (whether voluntary or involuntary), he Executive will not directly or indirectly be employed by, own, manage, control operate, participate in, consult with, render services for join, or benefit in any other manner engage in any business, or invest in or lend money to way from any business (in each case, including on his own behalf or on behalf of another Person) which constitutes or activity that is competitive with (including the Company's business or reasonably anticipated business. In addition, without limitation Executive will not control or participate in the ownership, by competing for management, or operation of, or be connected with, any such competitive business. For purposes of the same subscriber or customer base) any business conducted by any System owned or managed by any Related Company (as and where such Systems are operated or managed or are proposed foregoing, Executive will be deemed to be operated or managed by the Related Companies during the Employment Period, or as of the end of the Employment Period connected with such business if the Employment Period has then ended business is carried on by (a) a partnership in which the Executive is a general or limited partner; employee; consultant; agent; member; or other representative or ( any such business, b) a “Competitive Business”). Nothing in this Section 8 will prohibit corporation of which Executive from is a shareholder ( i) being other than a passive owner of shareholder owning less than 5% of the total outstanding stock shares of a corporation of any class which is publicly traded the corporation); officer; director; employee; consultant; agent; member; or other representative. Provided, so long as Executive has no direct or indirect participation in the business of such corporation or (ii) at any time however, that during the portion of the Noncompete Period following the Termination Date nine-month non-compete period, being Executive may be employed by a Person business with multiple divisions only some of which compete with the Company, immediately upon the Executive's termination, if the Executive works in one of the divisions that is engaged does not compete in any Competitive Business way with the Company's business or investing reasonably anticipated business. For the avoidance of doubt, the phrase "competitive with the Company's business" shall mean that the applicable activity, business or entity offers a software product or service in the areas of sales force automation, customer sales and service or lending money to any Competitive Business, marketing automation (provided that Executive (A at such time the Company is in such business) complies or competes directly with Section 7 above any of the other primary proprietary software products or services then marketed and (B) has no direct involvement in any aspect of such Competitive Business. By initialing in sold by the space provided below, Executive acknowledges that he has read carefully and had the opportunity to consult with legal counsel regarding the provisions of this Section 8(a). [initial] Company.

Appears in 1 contract

Samples: Proprietary Information and Inventions Agreement (Onyx Software Corp/Wa)

Non-Compete. Executive acknowledges that during his During your employment relationship with, or through his involvement as a member or stockholder of, any Related Company, Executive has with the Company and will become familiar with trade secrets and other Confidential Information concerning such Related Companies its affiliates, and with investment opportunities relating to their respective businesses if your employment terminates for any reason, and that Executive’s services have been and will be of special whether during or after the Term, unique and extraordinary value to the foregoing entities. Therefore including your voluntary resignation or retirement, Executive agrees that, during the Employment Period and for a period of two years thereafter time equal to the Severance Period defined in Section 4.2.2 (whether or not you are eligible for or receive any severance benefits under Section 4.2.2) or, if you are employed at will, six (6) months after your termination of employment for any reason (the “ Noncompete Non-compete Period”), he will not you shall not, directly or indirectly own indirectly, manage, control, participate in, consult with without the prior written consent of the CEO, render any services to, or act in any capacity for, any Competitive Entity, or acquire any interest of any type in any other manner engage in Competitive Entity; provided, however, that the foregoing shall not be deemed to prohibit you from acquiring, (a) solely as an investment and through market purchases, securities of any business, Competitive Entity which are registered under Section 12(b) or invest in or lend money to any business (in each case, including on his own behalf or on behalf of another Person 12(g) which constitutes or is competitive with (including, without limitation, by competing for the same subscriber or customer base) any business conducted by any System owned or managed by any Related Company (as and where such Systems are operated or managed or are proposed to be operated or managed by the Related Companies during the Employment Period, or as of the end Securities Exchange Act of the Employment Period if the Employment Period has then ended) (any such business, a “Competitive Business”). Nothing in this Section 8 will prohibit Executive from (i) being a passive owner of less than 5% of the outstanding stock of a corporation of any class 1934 and which is are publicly traded, so long as Executive has no direct or indirect participation in you are not part of any control group of such Competitive Entity and such securities, including converted securities, do not constitute more than one percent (1%) of the outstanding voting power of that entity and (b) securities of any Competitive Entity that are not publicly traded, so long as you are not part of any control group of such Competitive Entity and such securities, including converted securities, do not constitute more than three percent (3%) of the outstanding voting power of that entity. For purposes of the foregoing, the following shall be deemed to be a Competitive Entity: (i) any United States based entity a material portion of the business of which is any line of business that comprises a material portion of the business in which the Company engages in, conducts or, to your knowledge, has definitive plans to engage in or conduct and that the Company reasonably expects will comprise a material portion of its business within the succeeding 12 months, whether that business is conducted directly by such corporation entity or a subsidiary of such entity (a “Covered Business”); provided that, you may be employed by or provide services to an ultimate parent company that owns a subsidiary which is materially engaged in a Covered Business, so long as you demonstrate to the Company’s reasonable satisfaction (e.g. represent and warrant to the Company in writing and describe the nature of your responsibilities) that you do not and will not, directly or indirectly, provide any services or advice to, have any responsibility for, or supervision of, any subsidiary materially engaged in a Covered Business, (ii) at any time during entity which has a material commercial relationship with the portion Company and could reasonably derive a material unfair advantage in dealings with the Company because of confidential information you possess about the Noncompete Period following the Termination Date Company’s products, being employed by a Person services, business strategies, financial condition, terms of agreements or other information, or (iii) any operating business that is engaged in any Competitive Business or investing conducted by the Company as to which, to your knowledge, the Company covenants, in or lending money writing, not to any Competitive Business, provided that Executive (A) complies compete with Section 7 above and (B) has no direct involvement in any aspect connection with the disposition of such Competitive Business. By initialing in the space business; provided below that, Executive acknowledges that he has read carefully and had the opportunity to consult with legal counsel regarding the provisions of this Section 8(a) 8.4 (iii) shall only apply during your active employment with the Company and its affiliates. [initial] In evaluating any requests for written consent of the CEO of the Company to be relieved, in whole or in part, of your obligations under this Section 8.4, the CEO shall consider the nature of your position with the Company, the confidential and proprietary information to which you were privy during the course of your employment with the Company, the nature of the employment and position you are seeking with a Competitive Entity, the extent to which you can perform services for any such Competitive Entity without disclosing, using or putting at risk any trade secrets or confidential, proprietary information of the Company, and any other relevant factors, in all instances looking to make decisions that reasonably and properly protect the trade secrets and other confidential, proprietary information of the Company.

Appears in 1 contract

Samples: Employment Agreement (Time Warner Cable Inc.)

Non-Compete. Executive acknowledges that during his During your employment relationship with, or through his involvement as a member or stockholder of, any Related Company, Executive has with the Company and will become familiar with trade secrets and other Confidential Information concerning such Related Companies its affiliates, and with investment opportunities relating to their respective businesses if your employment terminates for any reason, and that Executive’s services have been and will be of special whether during or after the Term, unique and extraordinary value to the foregoing entities. Therefore including your voluntary resignation or retirement, Executive agrees that, during the Employment Period and for a period of two years thereafter time equal to the Severance Period defined in Section 4.2.2 (without regard to any modification of the Severance Period in Section 4.2.3 and whether or not you are eligible for or receive any severance benefits under Section 4.2.2) or, if you are employed at will, 12 months after your termination of employment for any reason (the “ Noncompete Non-compete Period”), he will not you shall not, directly or indirectly own indirectly, manage without the prior written consent of the Board (or, control prior to the CEO Commencement Date, participate in, consult with the Current CEO), render any services to, or act in any capacity for, any Competitive Entity, or acquire any interest of any type in any other manner engage in Competitive Entity; provided, however, that the foregoing shall not be deemed to prohibit you from acquiring, (a) solely as an investment and through market purchases, securities of any business, Competitive Entity which are registered under Section 12(b) or invest in or lend money to any business (in each case, including on his own behalf or on behalf of another Person 12(g) which constitutes or is competitive with (including, without limitation, by competing for the same subscriber or customer base) any business conducted by any System owned or managed by any Related Company (as and where such Systems are operated or managed or are proposed to be operated or managed by the Related Companies during the Employment Period, or as of the end Securities Exchange Act of the Employment Period if the Employment Period has then ended) (any such business, a “Competitive Business”). Nothing in this Section 8 will prohibit Executive from (i) being a passive owner of less than 5% of the outstanding stock of a corporation of any class 1934 and which is are publicly traded, so long as Executive has no direct or indirect participation in the business you are not part of any control group of such corporation Competitive Entity and such securities, including converted securities, do not constitute more than one percent (1%) of the outstanding voting power of that entity and (b) securities of any Competitive Entity that are not publicly traded, so long as you are not part of any control group of such Competitive Entity and such securities, including converted securities, do not constitute more than three percent (3%) of the outstanding voting power of that entity. For purposes of the foregoing, the following shall be deemed to be a Competitive Entity: (i) any entity for which a material portion of its business (or any line of business that comprises a material portion of its business) is a business (or line of business) in which the Company engages in, conducts or, to your knowledge, has definitive plans to engage in or conduct and that the Company reasonably expects will comprise a material portion of its business within the succeeding 12 months, whether that business is conducted directly by such entity or a subsidiary of such entity (a “Covered Business”); provided that, you may be employed by or provide services to an ultimate parent company that owns a subsidiary which is materially engaged in a Covered Business, so long as you demonstrate to the Company’s reasonable satisfaction (e.g. represent and warrant to the Company in writing and describe the nature of your responsibilities) that you do not and will not, directly or indirectly, provide any services or advice to, have any responsibility for, or supervision of, any subsidiary materially engaged in a Covered Business, (ii) at any time during entity which has a material commercial relationship with the portion Company and could reasonably derive a material unfair advantage in dealings with the Company because of confidential information you possess about the Noncompete Period following the Termination Date Company’s products, being employed by a Person services, business strategies, financial condition, terms of agreements or other information, or (iii) any operating business that is engaged in any Competitive Business or investing conducted by the Company as to which, to your knowledge, the Company covenants, in or lending money writing, not to any Competitive Business, provided that Executive (A) complies compete with Section 7 above and (B) has no direct involvement in any aspect connection with the disposition of such Competitive Business. By initialing in the space business; provided below that, Executive acknowledges that he has read carefully and had the opportunity to consult with legal counsel regarding the provisions of this Section 8(a) 8.4 (iii) shall only apply during your active employment with the Company and its affiliates. [initial] In evaluating any requests for written consent of the Board (or, prior to the CEO Commencement Date, the Current CEO) to be relieved, in whole or in part, of your obligations under this Section 8.4, the Board (or, prior to the CEO Commencement Date, the Current CEO) shall consider the nature of your position with the Company, the confidential and proprietary information to which you were privy during the course of your employment with the Company, the nature of the employment and position you are seeking with a Competitive Entity, the extent to which you can perform services for any such Competitive Entity without disclosing, using or putting at risk any trade secrets or confidential, proprietary information of the Company, and any other relevant factors, in all instances looking to make decisions that reasonably and properly protect the trade secrets and other confidential, proprietary information of the Company. The Parties further agree that in no event shall your practice of law as a partner, shareholder, of counsel, or employee of a law firm be construed as an association with a Competitive Entity otherwise prohibited by this Section 8.4.

Appears in 1 contract

Samples: Employment Agreement (Time Warner Cable Inc.)

Non-Compete. Executive acknowledges that during his During your employment relationship with, or through his involvement as a member or stockholder of, any Related Company, Executive has with the Company and will become familiar with trade secrets and other Confidential Information concerning such Related Companies its affiliates, and with investment opportunities relating to their respective businesses if your employment terminates for any reason, and that Executive’s services have been and will be of special whether during or after the Term, unique and extraordinary value to the foregoing entities. Therefore including your voluntary resignation or retirement, Executive agrees that, during the Employment Period and for a period of two years thereafter time equal to the Severance Period defined in Section 4.2.2 (without regard to any modification of the Severance Period in Section 4.2.3. and whether or not you are eligible for or receive any severance benefits under Section 4.2.2) or, if you are employed at will, six (6) months after your termination of employment for any reason (the “ Noncompete Non-compete Period”), he will not you shall not, directly or indirectly own indirectly, manage without the prior written consent of the Chief Executive Officer render any services to, control, participate in, consult with, render services or act in any capacity for, any Competitive Entity, or acquire any interest of any type in any other manner engage in Competitive Entity; provided, however, that the foregoing shall not be deemed to prohibit you from acquiring, (a) solely as an investment and through market purchases, securities of any business, Competitive Entity which are registered under Section 12(b) or invest in or lend money to any business (in each case, including on his own behalf or on behalf of another Person 12(g) which constitutes or is competitive with (including, without limitation, by competing for the same subscriber or customer base) any business conducted by any System owned or managed by any Related Company (as and where such Systems are operated or managed or are proposed to be operated or managed by the Related Companies during the Employment Period, or as of the end Securities Exchange Act of the Employment Period if the Employment Period has then ended) (any such business, a “Competitive Business”). Nothing in this Section 8 will prohibit Executive from (i) being a passive owner of less than 5% of the outstanding stock of a corporation of any class 1934 and which is are publicly traded, so long as Executive has no direct or indirect participation in you are not part of any control group of such Competitive Entity and such securities, including converted securities, do not constitute more than one percent (1%) of the outstanding voting power of that entity and (b) securities of any Competitive Entity that are not publicly traded, so long as you are not part of any control group of such Competitive Entity and such securities, including converted securities, do not constitute more than three percent (3%) of the outstanding voting power of that entity. For purposes of the foregoing, the following shall be deemed to be a Competitive Entity: (i) any United States based entity a material portion of the business of which is any line of business that comprises a material portion of the business in which the Company engages in, conducts or, to your knowledge, has definitive plans to engage in or conduct and that the Company reasonably expects will comprise a material portion of its business within the succeeding 12 months, whether that business is conducted directly by such corporation entity or a subsidiary of such entity (a “Covered Business”); provided that, you may be employed by or provide services to an ultimate parent company that owns a subsidiary which is materially engaged in a Covered Business, so long as you demonstrate to the Company’s reasonable satisfaction (e.g. represent and warrant to the Company in writing and describe the nature of your responsibilities) that you do not and will not, directly or indirectly, provide any services or advice to, have any responsibility for, or supervision of, any subsidiary materially engaged in a Covered Business, (ii) at any time during entity which has a material commercial relationship with the portion Company and could reasonably derive a material unfair advantage in dealings with the Company because of confidential information you possess about the Noncompete Period following the Termination Date Company’s products, being employed by a Person services, business strategies, financial condition, terms of agreements or other information, or (iii) any operating business that is engaged in any Competitive Business or investing conducted by the Company as to which, to your knowledge, the Company covenants, in or lending money writing, not to any Competitive Business, provided that Executive (A) complies compete with Section 7 above and (B) has no direct involvement in any aspect connection with the disposition of such Competitive Business. By initialing in the space business; provided below that, Executive acknowledges that he has read carefully and had the opportunity to consult with legal counsel regarding the provisions of this Section 8(a) 8.4 (iii) shall only apply during your active employment with the Company and its affiliates. [initial] In evaluating any requests for written consent of the Chief Executive Officer of the Company to be relieved, in whole or in part, of your obligations under this Section 8.4, the Chief Executive Officer shall consider the nature of your position with the Company, the confidential and proprietary information to which you were privy during the course of your employment with the Company, the nature of the employment and position you are seeking with a Competitive Entity, the extent to which you can perform services for any such Competitive Entity without disclosing, using or putting at risk any trade secrets or confidential, proprietary information of the Company, and any other relevant factors, in all instances looking to make decisions that reasonably and properly protect the trade secrets and other confidential, proprietary information of the Company.

Appears in 1 contract

Samples: Employment Agreement (Time Warner Cable Inc.)

Non-Compete. Executive Employee acknowledges that during his in the course of employment relationship with, or through his involvement as a member or stockholder of, any Related with the Company, Executive Employee has and become familiar and/or will become familiar with any of the Company Group’s trade secrets and with other Confidential Information concerning such Related Companies, and with investment opportunities relating to their respective businesses, and that Executive Employee’s services have been and and/or will be of special, unique and extraordinary value to the foregoing entities Company. Therefore, Executive Employee hereby agrees that, that at any time during his or her employment with the Employment Period Company and for a period of two years twelve (12) months thereafter ( the “ Noncompete Non-Compete Period”), he will Employee shall not directly or indirectly own, manage, control, participate in, consult with, render services for, operate or in any other manner engage (including individually or in association with any person or entity) in any business business in the world that, directly or invest in or lend money to any business (in each case indirectly, including on his own behalf or on behalf of another Person) which constitutes or is competitive with (including, without limitation, by competing for the same subscriber or customer base) any business conducted by any System owned or managed by any Related of the Company ( or with those businesses of other entities within the Company Group to the extent that Employee has any Confidential Information related to the businesses of those entities within the Company Group) as and where such Systems are operated conducted or managed or are proposed to be operated conducted at any time prior to or managed by the Related Companies during the Employment Period, or as of Noncompete Period (the end of the Employment Period if the Employment Period has then ended) (any such business, a Competitive Restricted Business”) . Nothing in this Section 8 will prohibit Executive , provided that Employee shall not be precluded from (i) being a passive an employee, partner, member or owner of less than 5% of any business that may provide services competitive with the outstanding stock of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect participation in the business of such corporation or (ii) at any time during the portion of the Noncompete Period following the Termination Date, being employed by a Person that is engaged in any Competitive Business or investing in or lending money to any Competitive Restricted Business, provided that Executive (A) complies with Section 7 above and (B) has no direct involvement Employee does not personally participate in any aspect manner in the management, marketing, promotion or delivery of such Competitive Business. By initialing services during the Non-Compete Notwithstanding the foregoing, the Company will consider waiving this restrictive covenant, if, in the space provided below determination of the Company, Executive acknowledges that he has read carefully and had such a waiver will not be detrimental to the opportunity to consult with legal counsel regarding the provisions of this Section 8(a). [initial] Company.

Appears in 1 contract

Samples: Employment Agreement (Certara, Inc.)

Non-Compete. Except as set forth in the third paragraph of this Section 4, Executive acknowledges that during his employment relationship with shall not, as long as this Agreement is in effect, engage in, or through his involvement as a member or stockholder of be interested in, in any active capacity, any Related Company business other than that of Employer or any affiliate, associate or subsidiary corporation of Employer. In addition, except as set forth in the third paragraph of this Section 4, Executive has and will become familiar with trade secrets and other Confidential Information concerning such Related Companies, and with investment opportunities relating to their respective businesses, and that Executive’s services have been and will be of special, unique and extraordinary value to the foregoing entities. Therefore, Executive agrees that, during the Employment Period and shall not for a period of two years thereafter after the termination of employment with Employer ( whether such termination is by reason of the “Noncompete Period”), he will not expiration of this Agreement or for any other reason) compete with or directly or indirectly own, control, manage , operate, join or participate in the ownership, control, participate in, consult with, render services for management or operation of any business which competes with any present or future business of Employer at the time of such termination. No provision contained in this Section 4 shall restrict Executive from making investments in other ventures which are not competitive with Employer, or restrict Executive from engaging, during non-business hours, in any other manner engage in any business, such non-competitive business or invest in or lend money to any business (in each case, including on his own behalf or on behalf of another Person) which constitutes or is competitive with (including, without limitation, by competing for the same subscriber or customer base) any business conducted by any System owned or managed by any Related Company (as and where such Systems are operated or managed or are proposed to be operated or managed by the Related Companies during the Employment Period, or as of the end of the Employment Period if the Employment Period has then ended) (any such business, a “Competitive Business”). Nothing in this Section 8 will prohibit restrict Executive from (i) being a passive owner of owning less than 5% five per cent of the outstanding stock securities of a corporation of companies which compete with any class which is publicly traded, so long as Executive has no direct present or indirect participation in the future business of such corporation Employer and which are listed on a national stock exchange or (ii) at any time during actively traded on the portion of the Noncompete Period following the Termination Date, being employed by a Person that is engaged in any Competitive Business or investing in or lending money to any Competitive Business, provided that Executive (A) complies with Section 7 above and (B) has no direct involvement in any aspect of such Competitive Business. By initialing in the space provided below, Executive acknowledges that he has read carefully and had the opportunity to consult with legal counsel regarding the provisions of this Section 8(a). [initial] NASDAQ National Market System.

Appears in 1 contract

Samples: Employment Agreement (Standex International Corp/De/)

Non-Compete. Executive acknowledges that during his Executive’s employment relationship with, or through his Executive’s involvement as a member or stockholder of, of any Related Company, Executive has and will become familiar with trade secrets and other Confidential Information concerning such Related Companies, and with investment opportunities relating to their respective businesses, and that Executive’s services have been and will be of special, unique and extraordinary value to the foregoing entities. Therefore, so long as the Company honors all of its financial obligations to Executive under the terms of this Agreement, Executive agrees that, during the Employment Period and for a period of two years one year thereafter (the “Noncompete Period”) , he . Executive will not directly or indirectly own, manage, control, participate in, consult with, render services for , . or in any other manner engage in any business, or invest as an investor in or lend money lender to any business (in each case, case including on his Executive’s own behalf or on behalf of another Person) which constitutes or is competitive with (including, without limitation, by competing for all or part of the same subscriber business of Holdings or customer base) any business conducted by any System owned or managed by any Related Company its Subsidiaries (as and where such Systems are operated the same is conducted or managed or are proposed to be operated or managed conducted by the Related Companies during the Employment Period, or as of the end of the Employment Period if the Employment Period has then ended ) (any such business, a “Competitive Business” ). Nothing in this Section 8 9 will prohibit Executive from (i) being a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect participation in the business of such corporation or (ii) at any time during the portion of the Noncompete Period following the Termination Date, being employed by a Person that is engaged in any Competitive Business or investing in or lending money to any Competitive Business, provided that Executive (A) complies with Section 7 above and (B) has no direct involvement in any aspect of such Competitive Business corporation. By initialing in the space provided below, Executive acknowledges that he Executive has read carefully and had the opportunity to consult with legal counsel regarding the provisions of this Section 8(a 9(a) . [initial] .

Appears in 1 contract

Samples: Executive Employment Agreement (HealthPort, Inc.)

Non-Compete. Executive acknowledges that during his Executive’s employment relationship with, or through his Executive’s involvement as a member or stockholder of, any Related Company, Executive has and will become familiar with trade secrets and other Confidential Information concerning such Related Companies, and with investment opportunities relating to their respective businesses, and that Executive’s services have been and will be of special, unique and extraordinary value to the foregoing entities. Therefore, Executive agrees that, during the Employment Period and for a period of two years one year thereafter (the “Noncompete Period”), he Executive will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in any business, or invest as an investor in or lend money lender to any business (in each case, case including on his Executive’s own behalf or on behalf of another Person) which constitutes or is competitive with (including, without limitation, by competing for all or part of the same subscriber business of Holdings or customer base) any business conducted by any System owned or managed by any Related Company its Subsidiaries (as and where such Systems are operated the same is conducted or managed or are proposed to be operated or managed conducted by the Related Companies during the Employment Period, or as of the end of the Employment Period if the Employment Period has then ended ) (any such business, a “Competitive Business” ). Nothing in this Section 8 9 will prohibit Executive from (i) being a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect participation in the business of such corporation or (ii) at any time during the portion of the Noncompete Period following the Termination Date, being employed by a Person that is engaged in any Competitive Business or investing in or lending money to any Competitive Business, provided that Executive (A) complies with Section 7 above and (B) has no direct involvement in any aspect of such Competitive Business corporation. By initialing in the space provided below, Executive acknowledges that he Executive has read carefully and had the opportunity to consult with legal counsel regarding the provisions of this Section 8(a 9(a). /s/ FM [initial].

Appears in 1 contract

Samples: Executive Employment Agreement (HealthPort, Inc.)

Non-Compete. Executive acknowledges that during his Executive’s employment relationship with, or through his Executive’s involvement as a member or stockholder of, any Related Company, Executive has and will become familiar with trade secrets and other Confidential Information concerning such Related Companies, and with investment opportunities relating to their respective businesses, and that Executive’s services have been and will be of special, unique and extraordinary value to the foregoing entities. Therefore, Executive agrees that, during the Employment Period and for a period of two years one year thereafter (the “Noncompete Period”), he Executive will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in any business, or invest as an investor in or lend money lender to any business (in each case, case including on his Executive’s own behalf or on behalf of another Person) which constitutes or is competitive with (including, without limitation, by competing for all or part of the same subscriber business of Holdings or customer base) any business conducted by any System owned or managed by any Related Company its Subsidiaries (as and where such Systems are operated the same is conducted or managed or are proposed to be operated or managed conducted by the Related Companies during the Employment Period, or as of the end of the Employment Period if the Employment Period has then ended ) (any such business, a “Competitive Business” ). Nothing in this Section 8 9 will prohibit Executive from (i) being a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect participation in the business of such corporation or (ii) at any time during the portion of the Noncompete Period following the Termination Date, being employed by a Person that is engaged in any Competitive Business or investing in or lending money to any Competitive Business, provided that Executive (A) complies with Section 7 above and (B) has no direct involvement in any aspect of such Competitive Business corporation. By initialing in the space provided below, Executive acknowledges that he Executive has read carefully and had the opportunity to consult with legal counsel regarding the provisions of this Section 8(a 9(a) . [initial] .

Appears in 1 contract

Samples: Executive Employment Agreement (HealthPort, Inc.)

Non-Compete. Executive acknowledges that during his Executive’s employment relationship with, or through his Executive’s involvement as a member or stockholder of, any Related Company, Executive has and will become familiar with trade secrets and other Confidential Information concerning such Related Companies, and with investment opportunities relating to their respective businesses, and that Executive’s services have been and will be of special, unique and extraordinary value to the foregoing entities. Therefore, Executive agrees that, during the Employment Period and for a period of two years one year thereafter (the “Noncompete Period”) , he . Executive will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in any business, or invest as an investor in or lend money lender to any business (in each case, case including on his Executive’s own behalf or on behalf of another Person) which constitutes or is competitive with (including, without limitation, by competing for all or part of the same subscriber business of Holdings or customer base) any business conducted by any System owned or managed by any Related Company its Subsidiaries (as and where such Systems are operated the same is conducted or managed or are proposed to be operated or managed conducted by the Related Companies during the Employment Period, or as of the end of the Employment Period if the Employment Period has then ended ) (any such business, a “Competitive Business” ). Nothing in this Section 8 9 will prohibit Executive from (i) being a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect participation in the business of such corporation or (ii) at any time during the portion of the Noncompete Period following the Termination Date, being employed by a Person that is engaged in any Competitive Business or investing in or lending money to any Competitive Business, provided that Executive (A) complies with Section 7 above and (B) has no direct involvement in any aspect of such Competitive Business corporation. By initialing in the space provided below, Executive acknowledges that he Executive has read carefully and had the opportunity to consult with legal counsel regarding the provisions of this Section 8(a 9(a) . [initial] .

Appears in 1 contract

Samples: Executive Employment Agreement (HealthPort, Inc.)

Non-Compete. Executive acknowledges that during his Executive’s employment relationship with, or through his Executive’s involvement as a member or stockholder of, any Related Company, Executive has and will become familiar with trade secrets and other Confidential Information concerning such Related Companies, and with investment opportunities relating to their respective businesses, and that Executive’s services have been and will be of special, unique and extraordinary value to the foregoing entities. Therefore, Executive agrees that, during the Employment Period and for a period of two years thereafter (the “Noncompete Period”), he Executive will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in any business, or invest as an investor in or lend money lender to any business (in each case, case including on his Executive’s own behalf or on behalf of another Person) which constitutes or is competitive with (including, without limitation, by competing for all or part of the same subscriber business of Holdings or customer base) any business conducted by any System owned or managed by any Related Company its Subsidiaries (as and where such Systems are operated the same is conducted or managed or are proposed to be operated or managed conducted by the Related Companies during the Employment Period, or as of the end of the Employment Period if the Employment Period has then ended ) (any such business, a “Competitive Business” ). Nothing in this Section 8 9 will prohibit Executive from (i) being a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect participation in the business of such corporation or (ii) at any time during the portion of the Noncompete Period following the Termination Date, being employed by a Person that is engaged in any Competitive Business or investing in or lending money to any Competitive Business, provided that Executive (A) complies with Section 7 above and (B) has no direct involvement in any aspect of such Competitive Business corporation. By initialing in the space provided below, Executive acknowledges that he Executive has read carefully and had the opportunity to consult with legal counsel regarding the provisions of this Section 8(a 9(a). /s/ ML [initial].

Appears in 1 contract

Samples: Executive Employment Agreement (HealthPort, Inc.)

Non-Compete. Executive acknowledges that during his Executive’s employment relationship with, or through his Executive’s involvement as a member or stockholder of, any Related Company, Executive has and will become familiar with trade secrets and other Confidential Information concerning such Related Companies, and with investment opportunities relating to their respective businesses, and that Executive’s services have been and will be of special, unique and extraordinary value to the foregoing entities. Therefore, Executive agrees that, during the Employment Period and for a period of two years thereafter (the “Noncompete Period”), he Executive will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in any business, or invest as an investor in or lend money lender to any business (in each case, case including on his Executive’s own behalf or on behalf of another Person) which constitutes or is competitive with (including, without limitation, by competing for all or part of the same subscriber business of Holdings or customer base) any business conducted by any System owned or managed by any Related Company its Subsidiaries (as and where such Systems are operated the same is conducted or managed or are proposed to be operated or managed conducted by the Related Companies during the Employment Period, or as of the end of the Employment Period if the Employment Period has then ended ) (any such business, a “Competitive Business” ). Nothing in this Section 8 9 will prohibit Executive from (i) being a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect participation in the business of such corporation or (ii) at any time during the portion of the Noncompete Period following the Termination Date, being employed by a Person that is engaged in any Competitive Business or investing in or lending money to any Competitive Business, provided that Executive (A) complies with Section 7 above and (B) has no direct involvement in any aspect of such Competitive Business corporation. By initialing in the space provided below, Executive acknowledges that he Executive has read carefully and had the opportunity to consult with legal counsel regarding the provisions of this Section 8(a 9(a). /s/ WW [initial].

Appears in 1 contract

Samples: Executive Employment Agreement (HealthPort, Inc.)

Non-Compete. Executive acknowledges that during his Executive’s employment relationship with, or through his Executive’s involvement as a member or stockholder of, any Related Company, Executive has and will become familiar with trade secrets and other Confidential Information concerning such Related Companies, and with investment opportunities relating to their respective businesses, and that Executive’s services have been and will be of special, unique and extraordinary value to the foregoing entities. Therefore, Executive agrees that, during the Employment Period and for a period of two years thereafter (the “Noncompete Period”), he Executive will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in any business, or invest as an investor in or lend money lender to any business (in each case, case including on his Executive’s own behalf or on behalf of another Person) which constitutes or is competitive with (including, without limitation, by competing for all or part of the same subscriber business of Holdings or customer base) any business conducted by any System owned or managed by any Related Company its Subsidiaries (as and where such Systems are operated the same is conducted or managed or are proposed to be operated or managed conducted by the Related Companies during the Employment Period, or as of the end of the Employment Period if the Employment Period has then ended ) (any such business, a “Competitive Business” ). Nothing in this Section 8 9 will prohibit Executive from (i) being a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect participation in the business of such corporation or (ii) at any time during the portion of the Noncompete Period following the Termination Date, being employed by a Person that is engaged in any Competitive Business or investing in or lending money to any Competitive Business, provided that Executive (A) complies with Section 7 above and (B) has no direct involvement in any aspect of such Competitive Business corporation. By initialing in the space provided below, Executive acknowledges that he Executive has read carefully and had the opportunity to consult with legal counsel regarding the provisions of this Section 8(a 9(a). [initial].

Appears in 1 contract

Samples: Executive Employment Agreement (HealthPort, Inc.)

Non-Compete. Executive acknowledges that during his Executive’s employment relationship with, or through his Executive’s involvement as a member or stockholder of, any Related Company, Executive has and will become familiar with trade secrets and other Confidential Information concerning such Related Companies, and with investment opportunities relating to their respective businesses, and that Executive’s services have been and will be of special, unique and extraordinary value to the foregoing entities. Therefore, Executive agrees that, during the Employment Period period in which Executive is employed by the Company or any of its Subsidiaries and for a period of two years thereafter (the “Noncompete Period”), he Executive will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in any business, or invest as an investor in or lend money lender to any business (in each case, case including on his Executive’s own behalf or on behalf of another Person) which constitutes or is competitive with (including, without limitation, by competing for all or part of the same subscriber business of the Company or customer base) any business conducted by any System owned or managed by any Related Company its Subsidiaries (as and where such Systems are operated the same is conducted or managed or are proposed to be operated or managed conducted by the Related Companies during the Employment Period period in which Executive is employed by the Company or any of its Subsidiaries, or as of the end of the Employment Period such period if the Employment Period period has then ended ) (any such business, a “Competitive Business” ). Nothing in this Section 8 7 will prohibit Executive from (i) being a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect participation in the business of such corporation or (ii) at any time during the portion of the Noncompete Period following the Termination Date, being employed by a Person that is engaged in any Competitive Business or investing in or lending money to any Competitive Business, provided that Executive (A) complies with Section 7 above and (B) has no direct involvement in any aspect of such Competitive Business. By initialing in the space provided below, Executive acknowledges that he has read carefully and had the opportunity to consult with legal counsel regarding the provisions of this Section 8(a). [initial] corporation.

Appears in 1 contract

Samples: Share Purchase Agreement (HealthPort, Inc.)

Non-Compete. Executive acknowledges that during his her employment or other relationship with, or through his involvement as a member or stockholder of, any Related Company, Executive interaction with the WOW Companies she has and will become familiar with trade secrets and other Confidential Information confidential information concerning such Related Companies Persons, and with investment opportunities relating to their respective businesses the Business, and that Executive’s her services have been and will be of special, unique and extraordinary value to the foregoing entities WOW Companies. Therefore, Executive agrees that, during the Employment Period and for a the 24 month period following the last day of two years thereafter the Employment Period ( the Employment Period and the period following being the “Noncompete Period”), he she will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in any business, or invest as an investor in or lend money lender to any business (in each case, case including on his her own behalf or on behalf of another Person) which constitutes or is competitive with all or part of the business of providing cable television, Internet, data, telephony and other communications services ( including together with all reasonably related activities and any other material business in which the WOW Companies are engaged on the last day of the Employment Period or in which they have planned and taken material steps, without limitation on or prior to such date, by competing for the same subscriber or customer base) any business conducted by any System owned or managed by any Related Company (as and where such Systems are operated or managed or are proposed to be operated engaged in on or managed by after such date the Related “Business”) as conducted in any Territory. For purposes of this Agreement, “Territory” means any geographic market in which any of the WOW Companies holds a franchise to conduct the Business during the Employment Period, Period or as in which any of the WOW Companies has taken material steps to obtain franchise rights during the Employment Period or at the end of the Employment Period if the Employment Period has then ended) (any such business, a “Competitive Business”) terminated. Nothing in this Section 8 7(a) will prohibit Executive from (i) being a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect participation in or managerial influence over the business of such corporation or (ii) at any time during the portion of the Noncompete Period following the Termination Date, being employed by a Person that is engaged in any Competitive Business or investing in or lending money to any Competitive Business, provided that Executive (A) complies with Section 7 above and (B) has no direct involvement in any aspect of such Competitive Business corporation. By initialing in the space provided below, Executive acknowledges that he she has read carefully and had the opportunity to consult with legal counsel regarding the provisions of this Section 8(a 7(a) . [initial] .

Appears in 1 contract

Samples: Executive Employment Agreement (WideOpenWest, Inc.)

Non-Compete. Executive acknowledges that during his her employment or other relationship with, or through his involvement as a member or stockholder of, any Related Company, Executive interaction with the WOW Companies she has and will become familiar with trade secrets and other Confidential Information confidential information concerning such Related Companies Persons, and with investment opportunities relating to their respective businesses the Business, and that Executive’s her services have been and will be of special, unique and extraordinary value to the foregoing entities WOW Companies. Therefore, Executive agrees that, during the Employment Period and for a the period which is the shorter of two years thereafter ( i) the remaining Term of this Agreement or (ii) the 24 month period following the last day of the Employment Period (the Employment Period and the period following being the “Noncompete Period”), he she will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in any business, or invest as an investor in or lend money lender to any business (in each case, case including on his her own behalf or on behalf of another Person) which constitutes or is competitive with (including, without limitation, by competing for all or part of the same subscriber or customer base) any business conducted by any System owned or managed by any Related Company Business (as and where such Systems are operated or managed or are proposed conducted in any Territory. For purposes of this Agreement, “Territory” means any geographic market in which any of the WOW Companies holds a franchise to be operated or managed by conduct the Related Companies Business during the Employment Period, Period or as in which any of the WOW Companies has taken material steps to obtain franchise rights during the Employment Period or at the end of the Employment Period if the Employment Period has then ended) (any such business, a “Competitive Business”) terminated. Nothing in this Section 8 7(a) will prohibit Executive from (i) being a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect participation in or managerial influence over the business of such corporation or (ii) at any time during the portion of the Noncompete Period following the Termination Date, being employed by a Person that is engaged in any Competitive Business or investing in or lending money to any Competitive Business, provided that Executive (A) complies with Section 7 above and (B) has no direct involvement in any aspect of such Competitive Business corporation. By initialing in the space provided below, Executive acknowledges that he she has read carefully and had the opportunity to consult with legal counsel regarding the provisions of this Section 8(a 7(a). [initial].

Appears in 1 contract

Samples: Executive Employment Agreement (WideOpenWest Finance, LLC)

Non-Compete. Executive acknowledges that during his employment ----------- or other relationship with, or through his involvement as a member or stockholder of, any interaction with the Avalon-Related Company, Executive Companies he has and will become familiar with trade secrets and other Confidential Information confidential information concerning such Related Companies Persons, and with investment opportunities relating to their respective businesses the Business, and that Executive’s his services have been and will be of special, unique and extraordinary value to the foregoing entities. Therefore, Executive agrees that, during the Employment Period and for a period of two years six (6) months thereafter (the Employment Period and such six month period being the "Noncompete Period "), he will not ----------------- directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in any business, or invest as an investor in or lend money lender to any business (in each case case including, including without limitation, on his own behalf or on behalf of another Person entity) which constitutes or is competitive with (including, without limitation, by competing for in the same subscriber or customer base) cable television business in any business conducted by any System owned or managed by any market in which the Avalon-Related Company (as and where such Systems Companies are operated or managed operating or are proposed considering operating (including pursuant to be operated or managed by the Related Companies any potential acquisitions), at any given point in time during the Employment Period, Period or as of the end of the Employment Period if the Employment Period has then ended ) (any such business ; provided -------- that for purposes of this Section 9(a), a “Competitive Business” but not for purposes of Section 9(b) , the Noncompete Period will terminate at the end of the Employment Period if the Employment Period is terminated by the Company other than for Cause or Executive's disability. Nothing in this Section 8 9 will prohibit Executive from (i) being a passive owner of less than 5% of the outstanding stock of a corporation engaged in a competing business described above of any class which is publicly traded, so long as Executive has no direct or indirect participation in the business of such corporation or (ii) at any time during the portion of the Noncompete Period following the Termination Date, being employed by a Person that is engaged in any Competitive Business or investing in or lending money to any Competitive Business, provided that Executive (A) complies with Section 7 above and (B) has no direct involvement in any aspect of such Competitive Business corporation. By initialing in the space provided below, Executive acknowledges that he has read carefully and had the opportunity to consult with legal counsel regarding the provisions of this Section 8(a 9(a) . .________ [ initial INITIAL] .

Appears in 1 contract

Samples: Agreement (Avalon Cable Finance Inc)

Non-Compete. Executive acknowledges that during his employment ----------- or other relationship with or interaction with the Muzak-Related Companies, or through his involvement as a member or stockholder of, any Related Company, Executive he has and will become familiar with trade secrets and other Confidential Information confidential information concerning such Related Companies Persons, and with investment opportunities relating to their respective businesses the Business, and that Executive’s his services have been and will be of special, unique and extraordinary value to the foregoing entities. Therefore, Executive agrees that, during the Employment Period and for a period thereafter, until the 2nd anniversary of two years thereafter the last day of the Employment Period (the Employment Period and the remainder of such period being the "Noncompete Period "), he will not directly or ----------------- indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in any business, or invest as an investor in or lend money lender to any business (in each case case including, including without limitation, on his own behalf or on behalf of another Person entity) which constitutes or is competitive with (including, without limitation, by competing for all or part of the same subscriber or customer base) any business conducted by any System owned or managed by any Related Company Business (as and where such Systems are operated the same is conducted or managed or are proposed to be operated or managed conducted by the any of Muzak-Related Companies during the Employment Period ). In addition, or in as much as the Company regularly seeks to acquire additional Muzak franchises and/or Muzak franchisees, Executive agrees that, during the Employment Period and thereafter, until the 1st anniversary of the end last day of the Employment Period if Period, he will not directly or indirectly acquire or seek to acquire any Muzak franchise or the Employment Period has then ended) ( assets or ownership interest of any such business, a “Competitive Business”) Muzak franchisee within the United States. Nothing in this Section 8 10 will prohibit Executive from (i) being a passive owner of less than 5% of the outstanding stock of a corporation engaged in a competing business described above of any class which is publicly traded, so long as Executive has no direct or indirect participation in the business of such corporation or (ii) at any time during the portion of the Noncompete Period following the Termination Date, being employed by a Person that is engaged in any Competitive Business or investing in or lending money to any Competitive Business, provided that Executive (A) complies with Section 7 above and (B) has no direct involvement in any aspect of such Competitive Business corporation. By initialing in the space provided below, Executive acknowledges that he has read carefully and had the opportunity to consult with legal counsel regarding the provisions of this Section 8(a 10(a). _____ [initial].

Appears in 1 contract

Samples: Agreement (Muzak Finance Corp)

Non-Compete. Executive acknowledges that during his employment or ----------- other relationship with or interaction with the ACN-Related Companies, or through his involvement as a member or stockholder of, any Related Company, Executive he has and will become familiar with trade secrets and other Confidential Information confidential information concerning such Related Companies Persons, and with investment opportunities relating to their respective businesses the Business, and that Executive’s his services have been and will be of special, unique and extraordinary value to the foregoing entities. Therefore, Executive agrees that, during the Employment Period and for a period of two years six (6) months thereafter (the Employment Period and such six month period being the "Noncompete Period "), he ----------------- will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in any business, or invest as an investor in or lend money lender to any business (in each case case including, including without limitation, on his own behalf or on behalf of another Person entity) which constitutes or is competitive with (including all or part of the Business, without limitation as defined in Section 2 above, by competing for the same subscriber or customer base) in any business conducted by market in which any System owned or managed by any ACN-Related Company is operating or is considering operating ( as and where such Systems are operated or managed or are proposed including pursuant to be operated or managed by the Related Companies any potential acquisitions), at any given point in time during the Employment Period, Period or as of the end of the Employment Period if the Employment Period has then ended ) (any such business ; provided that for purposes -------- of this Section 8(a), a “Competitive Business” but not for purposes of Section 8(b) , the Noncompete Period will terminate at the end of the Employment Period if the Employment Period is terminated by the Company other than for Cause or Executive's disability. Nothing in this Section 8 will prohibit Executive from (i) being a passive owner of less than 5% of the outstanding stock of a corporation engaged in a competing business described above of any class which is publicly traded, so long as Executive has no direct or indirect participation in the business of such corporation or (ii) at any time during the portion of the Noncompete Period following the Termination Date, being employed by a Person that is engaged in any Competitive Business or investing in or lending money to any Competitive Business, provided that Executive (A) complies with Section 7 above and (B) has no direct involvement in any aspect of such Competitive Business corporation. By initialing in the space provided below, Executive acknowledges that he has read carefully and had the opportunity to consult with legal counsel regarding the provisions of this Section 8(a). ______ [initial] .

Appears in 1 contract

Samples: Agreement (Muzak Finance Corp)

Non-Compete. Executive acknowledges that during his employment or ----------- other relationship with, or through his involvement as a member or stockholder of, any interaction with the Avalon-Related Company, Executive Companies he has and will become familiar with trade secrets and other Confidential Information confidential information concerning such Related Companies Persons, and with investment opportunities relating to their respective businesses the Business, and that Executive’s his services have been and will be of special, unique and extraordinary value to the foregoing entities. Therefore, Executive agrees that, during th e Employment Period and for six (6) months thereafter (the Employment Period and for a such six month period of two years thereafter ( being the "Noncompete Period "), he ----------------- will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in any business, or invest as an investor in or lend money lender to any business (in each case case including, including without limitation, on his own behalf or on behalf of another Person entity) which constitutes or is competitive with (including, without limitation, by competing for in the same subscriber or customer base) cable television business in any business conducted by any System owned or managed by any market in which the Avalon-Related Company (as and where such Systems Companies are operated or managed operating or are proposed considering operating (including pursuant to be operated or managed by the Related Companies any potential acquisitions), at any given point in time during the Employment Period, or as of the end of the Employment Period if the Employment Period has then ended ) (any such business, a “Competitive Business”) . Nothing in this Section 8 9 will prohibit Executive from (i) being a passive owner of less than 5% of the outstanding stock of a corporation engaged in a competing business as described above of any class which is publicly traded, so long as Executive has no direct or indirect participation in the business of such corporation or (ii) at any time during the portion of the Noncompete Period following the Termination Date, being employed by a Person that is engaged in any Competitive Business or investing in or lending money to any Competitive Business, provided that Executive (A) complies with Section 7 above and (B) has no direct involvement in any aspect of such Competitive Business corporation. By initialing in the space provided below, Executive acknowledges that he has read carefully and had the opportunity to consult with legal counsel regarding the provisions of this Section 8(a 9(a). _______ [ initial INITIAL] .

Appears in 1 contract

Samples: Agreement (Avalon Cable Finance Inc)

Non-Compete. Executive acknowledges that during his employment or ----------- other relationship with, or through his involvement as a member or stockholder of, any interaction with the Avalon-Related Company, Executive Companies he has and will become familiar with trade secrets and other Confidential Information confidential information concerning such Related Companies Persons, and with investment opportunities relating to their respective businesses the Business, and that Executive’s his services have been and will be of special, unique and extraordinary value to the foregoing entities. Therefore, Executive agrees that, during the Employment Period and for a period of two years six (6) months thereafter (the Employment Period and such six-month period being the "Noncompete Period "), he ----------------- will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in any business, or invest as an investor in or lend money lender to any business (in each case case including, including without limitation, on his own behalf or on behalf of another Person entity) which constitutes or is competitive with (including, without limitation, by competing for in the same subscriber or customer base) cable television business in any business conducted by any System owned or managed by any market in which the Avalon-Related Company (as and where such Systems Companies are operated or managed operating or are proposed considering operating (including pursuant to be operated or managed by the Related Companies any potential acquisitions), at any given point in time during the Employment Period, Period or as of the end of the Employment Period if the Employment Period has then ended ) (any such business ; provided -------- that for purposes of this Section 9(a), a “Competitive Business” but not for purposes of Section 9(b) , the Noncompete Period will terminate at the end of the Employment Period if the Employment Period is terminated by the Company other than for Cause or Executive's disability. Nothing in this Section 8 9 will prohibit Executive from (i) being a passive owner of less than 5% of the outstanding stock of a corporation engaged in a competing business described above of any class which is publicly traded, so long as Executive has no direct or indirect participation in the business of such corporation or (ii) at any time during the portion of the Noncompete Period following the Termination Date, being employed by a Person that is engaged in any Competitive Business or investing in or lending money to any Competitive Business, provided that Executive (A) complies with Section 7 above and (B) has no direct involvement in any aspect of such Competitive Business corporation. By initialing in the space provided below, Executive acknowledges that he has read carefully and had the opportunity to consult with legal counsel regarding the provisions of this Section 8(a 9(a). _______ [ initial INITIAL] .

Appears in 1 contract

Samples: Agreement (Avalon Cable Finance Inc)

Non-Compete. Executive acknowledges that during his employment or ----------- other relationship with, or through his involvement as a member or stockholder of, any interaction with the Avalon-Related Company, Executive Companies he has and will become familiar with trade secrets and other Confidential Information confidential information concerning such Related Companies entities, and with investment opportunities relating to their respective businesses the Business, and that Executive’s his services have been and will be of special, unique and extraordinary value to the foregoing entities. Therefore, Executive agrees that, during the Employment Period and for a period of two years six (6) months thereafter (the Employment Period and such six-month period being the "Noncompete Period "), he will not ----------------- directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in any business, or invest as an investor in or lend money lender to any business (in each case case including, including without limitation, on his own behalf or on behalf of another Person entity) which constitutes or is competitive with (including, without limitation, by competing for in the same subscriber or customer base) cable television business in any business conducted by any System owned or managed by any market in which the Avalon-Related Company (as and where such Systems Companies are operated or managed operating or are proposed considering operating (including pursuant to be operated or managed by the Related Companies any potential acquisitions), at any given point in time during the Employment Period, Period or as of the end of the Employment Period if the Employment Period has then ended ) (any such business ; provided -------- that for purposes of this Section 8(a), a “Competitive Business” but not for purposes of Section 8(b) , the Noncompete Period will terminate at the end of the Employment Period if the Employment Period is terminated by the Company other than for Cause or Executive's disability. Nothing in this Section 8 will prohibit Executive from (i) being a passive owner of less than 5% of the outstanding stock of a corporation engaged in a competing business described above of any class which is publicly traded, so long as Executive has no direct or indirect participation in the business of such corporation or (ii) at any time during the portion of the Noncompete Period following the Termination Date, being employed by a Person that is engaged in any Competitive Business or investing in or lending money to any Competitive Business, provided that Executive (A) complies with Section 7 above and (B) has no direct involvement in any aspect of such Competitive Business corporation. By initialing in the space provided below, Executive acknowledges that he has read carefully and had the opportunity to consult with legal counsel regarding the provisions of this Section 8(a). _______ [ initial INITIAL] .

Appears in 1 contract

Samples: Agreement (Avalon Cable Finance Inc)

Non-Compete. Executive acknowledges that during his employment or ----------- other relationship with or interaction with the Muzak-Related Companies, or through his involvement as a member or stockholder of, any Related Company, Executive he has and will become familiar with trade secrets and other Confidential Information confidential information concerning such the Muzak-Related Companies, and with investment opportunities relating to their respective businesses the business of the Muzak-Related Companies (the "Business"), and -------- that Executive’s his services have been and will be of special, unique and extraordinary value to the foregoing entities. Therefore, Executive agrees that, during the Employment Period and for a period thereafter, until the 2nd anniversary of two years thereafter the last day of the Employment Period (the Employment Period and the remainder of such period being the "Noncompete Period "), he will not directly or indirectly own, manage, ----------------- control, participate in, consult with, render services for, or in any other manner engage in any business, or invest as an investor in or lend money lender to any business (in each case case including, including without limitation, on his own behalf or on behalf of another Person entity) which constitutes or is competitive with (including, without limitation, by competing for all or part of the same subscriber or customer base) any business conducted by any System owned or managed by any Related Company Business (as and where such Systems are operated the same is conducted or managed or are proposed to be operated or managed conducted by the any of Muzak-Related Companies during the Employment Period ). In addition, or in as much as the Company regularly seeks to acquire additional Muzak franchises and/or Muzak franchisees, Executive agrees that, during the Employment Period and thereafter, until the 1st anniversary of the end last day of the Employment Period if Period, he will not directly or indirectly acquire or seek to acquire any Muzak franchise or the Employment Period has then ended) ( assets or ownership interest of any such business, a “Competitive Business”) Muzak franchisee within the United States. Nothing in this Section 8 10 will prohibit Executive from (i) being a passive owner of less than 5% of the outstanding stock of a corporation engaged in a competing business described above of any class which is publicly traded, so long as Executive has no direct or indirect participation in the business of such corporation or (ii) at any time during the portion of the Noncompete Period following the Termination Date, being employed by a Person that is engaged in any Competitive Business or investing in or lending money to any Competitive Business, provided that Executive (A) complies with Section 7 above and (B) has no direct involvement in any aspect of such Competitive Business. By initialing in the space provided below, Executive acknowledges that he has read carefully and had the opportunity to consult with legal counsel regarding the provisions of this Section 8(a). [initial] corporation.

Appears in 1 contract

Samples: Agreement (Muzak Finance Corp)

Non-Compete. Executive acknowledges that during his employment or other relationship with or interaction with the Muzak-Related Companies, or through his involvement as a member or stockholder of, any Related Company, Executive he has and will become familiar with trade secrets and other Confidential Information confidential information concerning such the Muzak-Related Companies, and with investment opportunities relating to their respective businesses the Business, and that Executive’s his services have been and will be of special, unique and extraordinary value to the foregoing entities. Therefore, Executive agrees that, during the Employment Period and for a period thereafter, until the 2nd anniversary of two years thereafter the last day of the Employment Period (the Employment Period and the remainder of such period being the "Noncompete Period "), he will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in any business, or invest as an investor in or lend money lender to any business (in each case case including, including without limitation, on his own behalf or on behalf of another Person entity) which constitutes or is competitive with (including, without limitation, by competing for all or part of the same subscriber or customer base) any business conducted by any System owned or managed by any Related Company Business (as and where such Systems are operated the same is conducted or managed or are proposed to be operated or managed conducted by the any of Muzak-Related Companies during the Employment Period ). In addition, or in as much as the Company regularly seeks to acquire additional Muzak franchises and/or Muzak franchisees, Executive agrees that, during the Employment Period and thereafter, until the 1st anniversary of the end last day of the Employment Period if Period, he will not directly or indirectly acquire or seek to acquire any Muzak franchise or the Employment Period has then ended) ( assets or ownership interest of any such business, a “Competitive Business”) Muzak franchisee within the United States. Nothing in this Section 8 10 will prohibit Executive from (i) being a passive owner of less than 5% of the outstanding stock of a corporation engaged in a competing business described above of any class which is publicly traded, so long as Executive has no direct or indirect participation in the business of such corporation or (ii) at any time during the portion of the Noncompete Period following the Termination Date, being employed by a Person that is engaged in any Competitive Business or investing in or lending money to any Competitive Business, provided that Executive (A) complies with Section 7 above and (B) has no direct involvement in any aspect of such Competitive Business corporation. By initialing in the space provided below, Executive acknowledges that he has read carefully and had the opportunity to consult with legal counsel regarding the provisions of this Section 8(a 10(a). _____ [initial].

Appears in 1 contract

Samples: Executive Employment Agreement (Muzak Holdings LLC)

Non-Compete. Executive acknowledges that during his employment or other relationship with or interaction with the Muzak-Related Companies, or through his involvement as a member or stockholder of, any Related Company, Executive he has and will become familiar with trade secrets and other Confidential Information confidential information concerning such the Muzak-Related Companies, and with investment opportunities relating to their respective businesses the Business, and that Executive’s his services have been and will be of special, unique and extraordinary value to the foregoing entities. Therefore, Executive agrees that, during the Employment Period and for a thereafter, until the 2nd anniversary of the last day of the Employment Period (the Employment Period and the remainder of such period of two years thereafter ( being the “Noncompete Period”), he will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in any business, or invest as an investor in or lend money lender to any business (in each case case including, including without limitation, on his own behalf or on behalf of another Person entity) which constitutes or is competitive with (including, without limitation, by competing for all or part of the same subscriber or customer base) any business conducted by any System owned or managed by any Related Company Business (as and where such Systems are operated the same is conducted or managed or are proposed to be operated or managed conducted by the any of Muzak-Related Companies during the Employment Period ). In addition, or in as much as the Company regularly seeks to acquire additional Muzak franchises and/or Muzak franchisees, Executive agrees that, during the Employment Period and thereafter, until the 1st anniversary of the end last day of the Employment Period if Period, he will not directly or indirectly acquire or seek to acquire any Muzak franchise or the Employment Period has then ended) ( assets or ownership interest of any such business, a “Competitive Business”) Muzak franchisee within the United States. Nothing in this Section 8 10 will prohibit Executive from (i) being a passive owner of less than 5% of the outstanding stock of a corporation engaged in a competing business described above of any class which is publicly traded, so long as Executive has no direct or indirect participation in the business of such corporation or (ii) at any time during the portion of the Noncompete Period following the Termination Date, being employed by a Person that is engaged in any Competitive Business or investing in or lending money to any Competitive Business, provided that Executive (A) complies with Section 7 above and (B) has no direct involvement in any aspect of such Competitive Business corporation. By initialing in the space provided below, Executive acknowledges that he has read carefully and had the opportunity to consult with legal counsel regarding the provisions of this Section 8(a 10(a). [initial].

Appears in 1 contract

Samples: Executive Employment Agreement (Muzak Holdings Finance Corp)

Non-Compete. Executive acknowledges that during his employment or other relationship with or interaction with the Muzak-Related Companies, or through his involvement as a member or stockholder of, any Related Company, Executive he has and will become familiar with trade secrets and other Confidential Information confidential information concerning such the Muzak-Related Companies, and with investment opportunities relating to their respective businesses the Business, and that Executive’s his services have been and will be of special, unique and extraordinary value to the foregoing entities. Therefore, Executive agrees that, during the Employment Period and for a period thereafter, until the second (2nd) anniversary of two years thereafter the last day of the Employment Period (the Employment Period and the remainder of such period being the "Noncompete Period "), he will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in any business, or invest as an investor in or lend money lender to any business (in each case case including, including without limitation, on his own behalf or on behalf of another Person entity) which constitutes or is competitive with (including, without limitation, by competing for all or part of the same subscriber or customer base) any business conducted by any System owned or managed by any Related Company Business (as and where such Systems are operated or managed or are proposed to be operated or managed by the Related Companies during same is actually conducted or, as of the last day of the Employment Period, or is proposed to be conducted by any of Muzak-Related Companies). In addition, in as much as the Company regularly seeks to acquire additional Muzak franchises and/or Muzak franchisees, Executive agrees that, during the Employment Period and thereafter, until the first (1st) anniversary of the end last day of the Employment Period if Period, he will not directly or indirectly acquire or seek to acquire any Muzak franchise or the Employment Period has then ended) ( assets or ownership interest of any such business, a “Competitive Business”) Muzak franchisee within the United States. Nothing in this Section 8 11 will prohibit Executive from (i) being a passive owner of less than five percent (5 % %) of the outstanding stock of a corporation engaged in a competing business described above of any class stock which is publicly traded, so long as Executive has no direct or indirect participation in the business management and/or operations of such corporation or (ii) at any time during the portion of the Noncompete Period following the Termination Date, being employed by a Person that is engaged in any Competitive Business or investing in or lending money to any Competitive Business, provided that Executive (A) complies with Section 7 above and (B) has no direct involvement in any aspect of such Competitive Business corporation. By initialing in the space provided below, Executive acknowledges that he has read carefully and had the opportunity to consult with legal counsel regarding the provisions of this Section 8(a 11(a). _____ [initial].

Appears in 1 contract

Samples: Confidentiality Agreement (Muzak Holdings Finance Corp)

Non-Compete. Executive acknowledges that during his employment or other relationship with, or through his involvement as a member or stockholder of, any Related Company, Executive interaction with the WOW Companies he has and will shall become familiar with trade secrets and other Confidential Information confidential information concerning such Related Companies Persons, and with investment opportunities relating to their respective businesses the business of providing cable television, Internet, data, telephony and other communications services (together with all reasonably related activities “Business”), and that Executive’s his services have been and will shall be of special, unique and extraordinary value to the foregoing entities WOW Companies. Therefore, Executive agrees that, during the Employment Period and for a 24 month period of two years thereafter ( following the “Noncompete Period”) Separation Date, he will shall not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in any business, or invest as an investor in or lend money lender to any business (in each case, case including on his own behalf or on behalf of another Person) which constitutes or is competitive with (including all or part of the Business as conducted in any Territory. For purposes of this Agreement, without limitation, by competing for “Territory” means any geographic market in which any of the same subscriber or customer base) any business conducted by any System owned or managed by any Related Company (as and where such Systems are operated or managed or are proposed WOW Companies holds a franchise to be operated or managed by conduct the Related Companies Business during the Employment Period, Period (as defined in the Employment Agreement) or as in which any of the WOW Companies has taken material steps to obtain franchise rights during the Employment Period or at the end of the Employment Period if the Employment Period has then ended) (any such business, a “Competitive Business”) Consultation Period. Nothing in this Section 8 will 5(a) shall prohibit Executive from (i) being a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect participation in or managerial influence over the business of such corporation or (ii) at any time during the portion of the Noncompete Period following the Termination Date, being employed by a Person that is engaged in any Competitive Business or investing in or lending money to any Competitive Business, provided that Executive (A) complies with Section 7 above and (B) has no direct involvement in any aspect of such Competitive Business. By initialing in the space provided below, Executive acknowledges that he has read carefully and had the opportunity to consult with legal counsel regarding the provisions of this Section 8(a). [initial] corporation.

Appears in 1 contract

Samples: Separation Agreement (WideOpenWest, Inc.)

Non-Compete. Executive acknowledges that during his employment relationship with, or through his involvement as a consultant, contractor, representative, agent, officer, director, partner, member or stockholder of, the Company, any Related Company of its Subsidiaries, or any of their respective Affiliates or any predecessor thereof, Executive has and will become familiar with trade secrets and other Confidential Information concerning such Related Companies companies, and with investment opportunities relating to their respective businesses, and that Executive ’s 's services have been and will be of special, unique and extraordinary value to the foregoing entities. Therefore, Executive agrees that, during his employment with the Employment Period Company and for a period of two years thereafter one year after the Termination Date (the “Noncompete "Non-Compete Period "), he will not not, directly or indirectly indirectly, invest in, own, manage, operate, finance, control, or participate in in the ownership, consult with management, operation, financing, or control of, be employed by, render services for to, or in any other manner engage in any business, or invest in or lend money to be connected with any business (in each case, case including on his own behalf or on behalf of another Person ) which constitutes ), whose products, services or is competitive activities compete in whole or in part with (including the products, without limitation, by competing for the same subscriber services or customer base) any business conducted by any System owned or managed by any Related Company (as and where such Systems are operated or managed or are proposed to be operated or managed by the Related Companies during the Employment Period, or as activities of the end of the Employment Period if the Employment Period has then ended Company or its Affiliates, as they now exist or may exist during such one year period, anywhere in Ohio; provided, however, that Executive may purchase or otherwise acquire up to (but not more than) (any such business, a “Competitive Business”). Nothing in this Section 8 will prohibit Executive from (i) being a passive owner of less than 5 2% of the outstanding stock of a corporation of any class which is publicly traded, so long as Executive has no direct of securities of any enterprise (but without otherwise directly or indirect participation indirectly participating in the business activities of such corporation enterprise) if such securities are listed on any national or (ii regional securities exchange or have been registered under Section 12(g) at any time during the portion of the Noncompete Period following the Termination Date Securities Exchange Act of 1934. Executive agrees that this covenant is reasonable with respect to its duration, being employed by a Person that is engaged in any Competitive Business or investing in or lending money to any Competitive Business geographical area, provided that Executive (A) complies with Section 7 above and (B) has no direct involvement in any aspect of such Competitive Business scope. By initialing in the space provided below, Executive acknowledges that he has read carefully and had the opportunity to consult with legal counsel regarding the provisions of this Section 8(a 7(a). ______ [initial].

Appears in 1 contract

Samples: Executive Employment Agreement (Suncrest Global Energy Corp)

Non-Compete. Executive acknowledges that during his employment relationship with, or through his involvement as a consultant, contractor, representative, agent, officer, director, partner, member or stockholder of, the Company, any Related Company of its Subsidiaries, or any of their respective Affiliates or any predecessor thereof, Executive has and will become familiar with trade secrets and other Confidential Information concerning such Related Companies companies, and with investment opportunities relating to their respective businesses, and that Executive ’s 's services have been and will be of special, unique and extraordinary value to the foregoing entities. Therefore, Executive agrees that, during his employment with the Employment Period Company and for a period of two years thereafter one year after the Termination Date (the “Noncompete "Non-Compete Period "), he will not not, directly or indirectly indirectly, invest in, own, manage, operate, finance, control, or participate in in the ownership, consult with management, operation, financing, or control of, be employed by, render services for to, or in any other manner engage in any business, or invest in or lend money to be connected with any business (in each case, case including on his own behalf or on behalf of another Person ) which constitutes ), whose products, services or is competitive activities compete in whole or in part with (including the products, without limitation, by competing for the same subscriber services or customer base) any business conducted by any System owned or managed by any Related Company (as and where such Systems are operated or managed or are proposed to be operated or managed by the Related Companies during the Employment Period, or as activities of the end of the Employment Period if the Employment Period has then ended Company or its Affiliates, as they now exist or may exist during such one year period, anywhere in Ohio; provided, however, that Executive may purchase or otherwise acquire up to (but not more than) (any such business, a “Competitive Business”). Nothing in this Section 8 will prohibit Executive from (i) being a passive owner of less than 5 2% of the outstanding stock of a corporation of any class which is publicly traded, so long as Executive has no direct of securities of any enterprise (but without otherwise directly or indirect participation indirectly participating in the business activities of such corporation enterprise) if such securities are listed on any national or (ii regional securities exchange or have been registered under Section 12(g) at any time during the portion of the Noncompete Period following the Termination Date Securities Exchange Act of 1934. Executive agrees that this covenant is reasonable with respect to its duration, being employed by a Person that is engaged in any Competitive Business or investing in or lending money to any Competitive Business geographical area, provided that Executive (A) complies with Section 7 above and (B) has no direct involvement in any aspect of such Competitive Business scope. By initialing in the space provided below, Executive acknowledges that he has read carefully and had the opportunity to consult with legal counsel regarding the provisions of this Section 8(a 7(a) . .______ [initial].

Appears in 1 contract

Samples: Executive Employment Agreement (Suncrest Global Energy Corp)

Non-Compete. Executive acknowledges that during his employment relationship with, or through his involvement as a member stockholder or stockholder director of, any Related Company, Executive NCI Company he has and will become familiar with trade secrets and other Confidential Information concerning such Related NCI Companies, and with investment opportunities relating to their respective businesses the Business, and that Executive’s his services have been and will be of special, unique and extraordinary value to the foregoing entities. Therefore, Executive agrees that, during the Employment Period and for a period of two years thereafter (the "Noncompete Period "), he will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in any business, or invest as an investor in or lend money lender to any business (in each case, case including on his own behalf or on behalf of another Person) which constitutes or is competitive with (including, without limitation, by competing for the same subscriber or customer base) any business conducted by any System owned or managed by any Related Company Business (as and where such Systems are operated the same is conducted or managed or are proposed to be operated or managed conducted (if actions have been taken by any NCI Company to implement the proposed business) by the Related NCI Companies during the Employment Period, or as of the end of the Employment Period if the Employment Period has then ended ) (any such business, a “Competitive Business” ). Nothing in this Section 8 will prohibit Executive from (i) being a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect participation in the business of such corporation or (ii) at any time during the portion of the Noncompete Period following the Termination Date, being employed by a Person that is engaged in any Competitive Business or investing in or lending money to any Competitive Business, provided that Executive (A) complies with Section 7 above and (B) has no direct involvement in any aspect of such Competitive Business corporation. By initialing in the space provided below, Executive acknowledges that he has read carefully and had the opportunity to consult with legal counsel regarding the provisions of this Section 8(a). _________ [ initial INITIAL].

Appears in 1 contract

Samples: Agreement and Plan of Merger (Network Communications, Inc.)

Non-Compete. Executive acknowledges that during his employment relationship with, or through his involvement as a member stockholder or stockholder director of, any Related Company, Executive NCI Company he has and will become familiar with trade secrets and other Confidential Information concerning such Related NCI Companies, and with investment opportunities relating to their respective businesses the Business, and that Executive’s his services have been and will be of special, unique and extraordinary value to the foregoing entities. Therefore, Executive agrees that, during the Employment Period and for a period of two years thereafter (the "Noncompete Period "), he will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in any business, or invest as an investor in or lend money lender to any business (in each case, case including on his own behalf or on behalf of another Person) which constitutes or is competitive with (including, without limitation, by competing for the same subscriber or customer base) any business conducted by any System owned or managed by any Related Company Business (as and where such Systems are operated the same is conducted or managed or are proposed to be operated or managed conducted (if actions have been taken by any NCI Company to implement the proposed business) by the Related NCI Companies during the Employment Period, or as of the end of the Employment Period if the Employment Period has then ended ) (any such business, a “Competitive Business” ). Nothing in this Section 8 will prohibit Executive from (i) being a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect participation in the business of such corporation or (ii) at any time during the portion of the Noncompete Period following the Termination Date, being employed by a Person that is engaged in any Competitive Business or investing in or lending money to any Competitive Business, provided that Executive (A) complies with Section 7 above and (B) has no direct involvement in any aspect of such Competitive Business corporation. By initialing in the space provided below, Executive acknowledges that he has read carefully and had the opportunity to consult with legal counsel regarding the provisions of this Section 8(a). _____________[ initial INITIAL].

Appears in 1 contract

Samples: Agreement and Plan of Merger (Network Communications, Inc.)

Non-Compete. Executive acknowledges that during his employment relationship with, or through his involvement as a member stockholder or stockholder director of, any Related Company, Executive NCI Company he has and will become familiar with trade secrets and other Confidential Information concerning such Related NCI Companies, and with investment opportunities relating to their respective businesses the Business, and that Executive’s his services have been and will be of special, unique and extraordinary value to the foregoing entities. Therefore, Executive agrees that, during the Employment Period and for a period of two years thereafter (the “Noncompete Period”), he will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in any business, or invest as an investor in or lend money lender to any business (in each case, case including on his own behalf or on behalf of another Person) which constitutes or is competitive with (including, without limitation, by competing for the same subscriber or customer base) any business conducted by any System owned or managed by any Related Company Business (as and where such Systems are operated the same is conducted or managed or are proposed to be operated or managed conducted (if actions have been taken by any NCI Company to implement the proposed business) by the Related NCI Companies during the Employment Period, or as of the end of the Employment Period if the Employment Period has then ended ) (any such business, a “Competitive Business” ). Nothing in this Section 8 will prohibit Executive from (i) being a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect participation in the business of such corporation or (ii) at any time during the portion of the Noncompete Period following the Termination Date, being employed by a Person that is engaged in any Competitive Business or investing in or lending money to any Competitive Business, provided that Executive (A) complies with Section 7 above and (B) has no direct involvement in any aspect of such Competitive Business corporation. By initialing in the space provided below, Executive acknowledges that he has read carefully and had the opportunity to consult with legal counsel regarding the provisions of this Section 8(a). [initial /s/ D.M.[INITIAL].

Appears in 1 contract

Samples: Employment Agreement (Network Communications, Inc.)

Non-Compete. Executive acknowledges that during his employment relationship with, or through his involvement as a member stockholder or stockholder director of, any Related Company, Executive NCI Company he has and will become familiar with trade secrets and other Confidential Information concerning such Related NCI Companies, and with investment opportunities relating to their respective businesses the Business, and that Executive’s his services have been and will be of special, unique and extraordinary value to the foregoing entities. Therefore, Executive agrees that, during the Employment Period and for a period of two years thereafter (the “Noncompete Period”), he will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in any business, or invest as an investor in or lend money lender to any business (in each case, case including on his own behalf or on behalf of another Person) which constitutes or is competitive with (including, without limitation, by competing for the same subscriber or customer base) any business conducted by any System owned or managed by any Related Company Business (as and where such Systems are operated the same is conducted or managed or are proposed to be operated or managed conducted (if actions have been taken by any NCI Company to implement the proposed business) by the Related NCI Companies during the Employment Period, or as of the end of the Employment Period if the Employment Period has then ended ) (any such business, a “Competitive Business” ). Nothing in this Section 8 will prohibit Executive from (i) being a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect participation in the business of such corporation or (ii) at any time during the portion of the Noncompete Period following the Termination Date, being employed by a Person that is engaged in any Competitive Business or investing in or lending money to any Competitive Business, provided that Executive (A) complies with Section 7 above and (B) has no direct involvement in any aspect of such Competitive Business corporation. By initialing in the space provided below, Executive acknowledges that he has read carefully and had the opportunity to consult with legal counsel regarding the provisions of this Section 8(a). [initial /s/ G.P.[INITIAL].

Appears in 1 contract

Samples: Employment Agreement (Network Communications, Inc.)

Non-Compete. Executive acknowledges that during his employment relationship with the nature of the business of Business Objects is such that if Executive was to become employed by, or through his involvement substantially involved in, the business of a Business Objects Competitor (as a member or stockholder of, any Related defined in section 10(e)(5) below) during the two (2) years following the termination of Executive employment with the Company, it would be very difficult for Executive has and will become familiar with not to rely on or use Business Objects trade secrets and other Confidential Information concerning such Related Companies confidential information. Thus, to avoid the inevitable disclosure of the Business Objects trade secrets and with investment opportunities relating to their respective businesses, and that Executive’s services have been and will be of special, unique and extraordinary value to the foregoing entities. Therefore confidential information, Executive agrees that, during and acknowledges that his right to receive or retain the Employment Period severance payments set forth in sections 10(c)(1) and for a period of two years thereafter 10(d)(1) ( to the “Noncompete Period”), he will extent Executive is otherwise entitled to such payments) shall be conditioned upon Executive not directly or indirectly engaging in (whether as an employee, consultant, agent, proprietor, principal, partner, stockholder, corporate officer, director or otherwise), nor having any ownership interested in or participating in the financing, operation, management or control of any Competitor. Notwithstanding the foregoing, Executive may, without violating this section 10(b), own, manage as a passive investment, control shares of capital stock of any Competitor, participate in being a publicly-held corporation, consult with, render services for, or in any other manner engage in any business, or invest in or lend money to any business where the number of shares of such Competitor’s capital stock that are owned by Executive represent less than three percent ( in each case, including on his own behalf or on behalf of another Person 3%) which constitutes or is competitive with (including, without limitation, by competing for the same subscriber or customer base) any business conducted by any System owned or managed by any Related Company (as and where such Systems are operated or managed or are proposed to be operated or managed by the Related Companies during the Employment Period, or as of the end total number of shares of such Competitor’s capital stock outstanding. Executive agrees not to challenge the Employment Period if effectiveness or enforceability of section 10(b), either directly or indirectly, in his individual capacity or through any subsequent employer or other third party. Similarly, the Employment Period has then ended Company agrees not to challenge the effectiveness or enforceability of section 10(b) (any such business, as a “Competitive Business”). Nothing in this Section 8 will prohibit Executive from (i) being a passive owner means of less than 5% of the outstanding stock of a corporation avoiding payment of any class which is publicly traded, so long as Executive has no direct or indirect participation in the business of such corporation or (ii) at any time during the portion of the Noncompete Period following the Termination Date, being employed by a Person that is engaged in any Competitive Business or investing in or lending money to any Competitive Business, provided that Executive (A) complies with Section 7 above and (B) has no direct involvement in any aspect of such Competitive Business. By initialing in the space provided below, Executive acknowledges that he has read carefully and had the opportunity to consult with legal counsel regarding the provisions of this Section 8(a). [initial] severance benefits.

Appears in 1 contract

Samples: Employment Agreement (Business Objects S.A.)

Non-Compete. Executive acknowledges that during his employment relationship with, or through his involvement as a member or stockholder of, any Related Company, Executive has and will become familiar with trade secrets and other Confidential Information concerning such Related Companies, and with investment opportunities relating to their respective businesses, and that Executive’s services have been and will be of special, unique and extraordinary value to the foregoing entities. Therefore, Executive agrees that, during Executive’s employment with the Employment Period Company and for a period of two years thereafter twelve ( 12) months after the “Noncompete Period”) termination of Executive’s employment with the Company, he will not regardless of the reason and whether initiated by Executive or the Company, Executive shall not, for Executive’s own benefit or for the benefit of any third-party, directly or indirectly own indirectly, manage, control, participate in, consult with, render services for, or in any other manner capacity (as an employee, independent contractor, owner, partner or otherwise) engage in any business business activity, be employed by or invest in or lend money to any business (in each case, including on his own behalf or on behalf of another Person) which constitutes or is competitive otherwise be associated with ( including as an employee, without limitation independent contractor, by competing for the same subscriber owner, partner or customer base otherwise) any business conducted by any System owned person or managed by any Related Company entity which, at the time of Executive’s termination, Competes (as and where such Systems are operated or managed or are proposed to be operated or managed by defined below) in any way with the Related Companies during the Employment Period, or as business activities of the end of the Employment Period if the Employment Period has then ended) (any such business, a Company. The term Competitive Business”). Nothing Competes” as used in this Section 8 will prohibit Executive from (i 10(b) being a passive owner of less than 5% shall mean any person or entity that engages in, directly or indirectly, any Business of the outstanding stock type or character engaged in or competitive with that conducted by the Company in any state or marketing area in which the Company is doing business at the time of a corporation the termination of any class which is publicly traded, so long as Executive has no direct Executive’s employment or indirect participation in the business of such corporation or (ii) at any time during the portion twenty-four (24) month period prior to the termination of the Noncompete Period following the Termination Date, being employed by a Person that is engaged in any Competitive Business or investing in or lending money to any Competitive Business, provided that Executive (A) complies with Section 7 above and (B) has no direct involvement in any aspect of such Competitive Business Executive’s employment. By initialing in the space provided below, Executive acknowledges that he has read carefully these restrictions on competition are fair because, in the position of National Vice President of Sales and had the opportunity Marketing, Executive will have knowledge of and access to consult with legal counsel regarding the provisions of all business practices and information, without limitation to a specific geography, department or customer. However, this Section 8(a). [initial] 10(b) shall not preclude Executive from owning up to 5% of a publicly traded company.

Appears in 1 contract

Samples: Employment Agreement (Stonemor Partners Lp)

Non-Compete. Executive acknowledges covenants and agrees that during his Executive's employment relationship with, or through his involvement as a member or stockholder of, any Related Company, Executive has and will become familiar with trade secrets and other Confidential Information concerning such Related Companies, and with investment opportunities relating to their respective businesses, and that Executive’s services have been and will be of special, unique and extraordinary value to the foregoing entities. Therefore, Executive agrees that, during Company (the "Employment Period Period") and for a period extending to the first anniversary of two years thereafter Executive's Termination for any reason or for no reason (the “Noncompete "Restricted Period "), he will not with respect to any state or foreign country in which the Company is engaged in business at the time of such Termination, Executive shall not, directly or indirectly own indirectly, manage individually or jointly, control, participate own any interest in, consult with operate, render services for join, control or participate as a partner, director, principal, officer, or in any other manner engage in any business agent of, enter into the employment of, act as a consultant to, or invest perform any services for any entity which competes to a material extent with the business activities in which the Company is engaged at the time of such termination or lend money in which business activities the Company has documented plans to any business ( become engaged in each case, including on his own behalf or on behalf and as to which Executive has knowledge at the time of another Person) which constitutes or is competitive with (including, without limitation, by competing for the same subscriber or customer base) any business conducted by any System owned or managed by any Related Company (as and where such Systems are operated or managed or are proposed to be operated or managed by the Related Companies during the Employment Period Termination, or as of the end of the Employment Period if the Employment Period has then ended) ( any entity in which any such business relationship with Executive would result in the inevitable use or disclosure of Confidential Information. Notwithstanding anything herein to the contrary, a “Competitive Business”). Nothing in this Section 8 will prohibit 11(a) shall not prevent Executive from acquiring as an investment securities representing not more than one percent ( i 1%) being a passive owner of less than 5% of the outstanding stock of a corporation voting securities of any class which is publicly traded, so long as Executive has no direct or indirect participation in the business of such corporation or (ii) at any time during the portion of the Noncompete Period following the Termination Date, being employed by a Person that is engaged in any Competitive Business or investing in or lending money to any Competitive Business, provided that Executive (A) complies with Section 7 above and (B) has no direct involvement in any aspect of such Competitive Business. By initialing in the space provided below, Executive acknowledges that he has read carefully and had the opportunity to consult with legal counsel regarding the provisions of this Section 8(a). [initial] publicly-held corporation.

Appears in 1 contract

Samples: Employment Agreement (Pharmion Corp)

Non-Compete. Executive acknowledges covenants and agrees that during his employment relationship with, or through his involvement as a member or stockholder of, any Related Company, Executive has and will become familiar with trade secrets and other Confidential Information concerning such Related Companies, and with investment opportunities relating to their respective businesses, and that Executive’s services have been and will be of special, unique and extraordinary value to employment with the foregoing entities. Therefore, Executive agrees that, during Company (the Employment Period Period”) and for a period extending to the first anniversary of two years thereafter Executive’s Termination for any reason or for no reason (the “ Noncompete Restricted Period”), he will not with respect to any state or foreign country in which the Company is engaged in business at the time of such Termination, Executive shall not, directly or indirectly own indirectly, manage individually or jointly, control, participate own any interest in, consult with operate, render services for join, control or participate as a partner, director, principal, officer, or in any other manner engage in any business agent of, enter into the employment of, act as a consultant to, or invest perform any services for any entity which competes to a material extent with the business activities in which the Company is engaged at the time of such termination or lend money in which business activities the Company has documented plans to become engaged in and as to which Executive has knowledge at the time of Termination, or any business ( entity in each case, including on his own behalf which any such relationship with Executive would result in the inevitable use or on behalf disclosure of another Person) which constitutes or is competitive with (including, without limitation, by competing for the same subscriber or customer base) any business conducted by any System owned or managed by any Related Company Confidential Information (as and where such Systems are operated or managed or are proposed to be operated or managed by defined in the Related Companies during the Employment Period, or as of the end of the Employment Period if the Employment Period has then ended) (any such business, a “Competitive Business” Confidentiality Agreement). Nothing in Notwithstanding anything herein to the contrary, this Section 8 will prohibit 11(a) shall not prevent Executive from acquiring as an investment securities representing not more than one percent ( i 1%) being a passive owner of less than 5% of the outstanding stock of a corporation voting securities of any class which is publicly traded, so long as Executive has no direct or indirect participation in the business of such corporation or (ii) at any time during the portion of the Noncompete Period following the Termination Date, being employed by a Person that is engaged in any Competitive Business or investing in or lending money to any Competitive Business, provided that Executive (A) complies with Section 7 above and (B) has no direct involvement in any aspect of such Competitive Business. By initialing in the space provided below, Executive acknowledges that he has read carefully and had the opportunity to consult with legal counsel regarding the provisions of this Section 8(a). [initial] publicly-held corporation.

Appears in 1 contract

Samples: Employment Agreement (Pharmion Corp)

Non-Compete. Executive hereby acknowledges that during his employment relationship with, or through his involvement as a member or stockholder of, any Related Company the Employment Term, Executive has shall have access to important Company Confidential Information, customers, suppliers and will employees and shall become familiar with trade secrets and other Confidential Information concerning such Related Companies knowledgeable about the Company’s business operations, and with investment opportunities relating to their respective businesses, and that Executive’s services have been and will be all of special, unique and extraordinary value which are vital to the foregoing entities Company’s competitiveness in the markets in which it operates. Therefore, Executive therefore covenants and agrees that, that during the Employment Period Term and for a period of two years 1 year thereafter (the “ Noncompete Restricted Period”), he Executive will not not, without the prior written consent of the Company, directly or indirectly own indirectly, manage, control, participate in, consult with, render services for, or in any other manner engage in any business, or invest in or lend money to any business (in each case, including on his own behalf or in the service or on behalf of another Person) which constitutes others, whether or is competitive with not for compensation, engage in any business activity, or have any interest in any person, firm, corporation or business, through a subsidiary or parent entity or other entity ( including whether as a shareholder, without limitation agent, by competing joint venturer, security holder, trustee, partner, executive, creditor lending credit or money for the same subscriber purpose of establishing or customer base) any business conducted by any System owned or managed by any Related Company (as and where such Systems are operated or managed or are proposed to be operated or managed by the Related Companies during the Employment Period, or as of the end of the Employment Period if the Employment Period has then ended) ( operating any such business, a partner or otherwise) with any Competing Business in the Covered Area. For the purpose of this Section 3.1, (i) Competitive Competing Business ”) ” means any biotechnology or pharmaceutical company, any contract manufacturer, any research laboratory or other company or entity (whether or not organized for profit) that has, or is seeking to develop, one or more products or therapies that is related to, similar to or otherwise competitive with those offered or provided by the Company and (ii) “Covered Area” means all geographical areas of the United States, Australia and other jurisdictions where Company then has offices and/or sells its products directly or indirectly through distributors and/or other sales agents. Nothing Notwithstanding anything in Section 3.1 to the contrary, nothing in this Section 8 will Agreement shall prohibit Executive from ( i a) being a passive owner of less not more than 5% of the outstanding stock of any class of a corporation of any class which is publicly traded, traded so long as Executive has no direct or indirect does not have any active participation in the business of such corporation corporation, or ( ii b) at any time during the portion being a passive investor in a hedge fund, private equity fund or other similar alternative investment vehicles so long as such investment represents less than 2% of the Noncompete Period following the Termination Date, being employed by a Person that is engaged equity interests in any Competitive Business such fund or investing vehicle and Executive does not work for, provide services to, consult with, or play any active role in or lending money to any Competitive Business, provided that Executive (A) complies with Section 7 above and (B) has no direct involvement in any aspect the activities of such Competitive Business fund or vehicle, its investment manager or any of their respective investments. By initialing any active role in the space provided below, Executive acknowledges that he has read carefully and had the opportunity to consult with legal counsel regarding the provisions of this Section 8(a). [initial]. such lines of

Appears in 1 contract

Samples: Executive Employment Agreement (Immuron LTD)

Non-Compete. Executive acknowledges that during his employment relationship with, or through his involvement as a member or stockholder of, any Related Company, Executive has and will become familiar with trade secrets and other Confidential Information concerning such Related Companies, and with investment opportunities relating to their respective businesses, and that Executive’s services have been and will be of special, unique and extraordinary value to the foregoing entities. Therefore, Executive agrees that, during the Employment Period and for For a period of two years thereafter six ( 6) months following the “Noncompete Period”) Separation Date, he will not Employee shall not, within or with respect to the geographical area of the United States and Canada, directly or indirectly own , operate, lease, manage, control, participate in, consult with, render advise, permit his name to be used by, provide services for, or in any other manner engage in any business business (including by himself or in association with any person, firm, corporate or other business organization or through any other entity) that distributes any product or provides any service that is distributed or provided by, or invest otherwise competes with any product or service of, the business carried out with respect to the Assets (as defined the Asset Purchase Agreement) (i.e., the business of providing due diligence services to mortgage bankers, banks, thrifts, pension funds and government agencies, such due diligence line of business being referred to as the "Business" in or lend money to any the Asset Purchase Agreement ; provided, however, that nothing in this subparagraph 4(a) shall prohibit Employee from (x) engaging in the business (in each case, including on his own behalf or on behalf of another Person) which constitutes or is competitive consistent with (including, without limitation, by competing for the same subscriber or customer base) any business that currently conducted by any System owned Company unrelated to the Assets or managed by any Related Company (as and where such Systems are operated or managed or are proposed to be operated or managed by the Related Companies during the Employment Period Business, or as of the end of the Employment Period if the Employment Period has then ended) ( any such business, a “Competitive Business”). Nothing in this Section 8 will prohibit Executive from (i y) being a passive owner of less not more than 5 2% of the outstanding stock of a any other corporation of any class which is publicly traded, so long as Executive Employee has no direct or indirect active participation in the business of such corporation or (ii) at any time during the portion of the Noncompete Period following the Termination Date, being employed by a Person that is engaged in any Competitive Business or investing in or lending money to any Competitive Business, provided that Executive (A) complies with Section 7 above and (B) has no direct involvement in any aspect of such Competitive Business. By initialing in the space provided below, Executive acknowledges that he has read carefully and had the opportunity to consult with legal counsel regarding the provisions of this Section 8(a). [initial] corporation.

Appears in 1 contract

Samples: Confidential Separation Agreement and General Release (Hanover Capital Mortgage Holdings Inc)

Non-Compete. For and in consideration of this exposure to confidential and sensitive information, and further in consideration of the salary, bonuses, stock and other incentives set forth in this Agreement, Executive acknowledges agrees that during his employment relationship with with the Company and for twelve (12) months following the termination of his employment by any party or for any reason other than a Change of Control, by the Company without Cause, or through his involvement as a member Non-Renewal or stockholder of, any Related Company, by the Executive has and will become familiar with trade secrets and other Confidential Information concerning such Related Companies, and with investment opportunities relating to their respective businesses, and that Executive’s services have been and will be of special, unique and extraordinary value to the foregoing entities. Therefore, Executive agrees that, during the Employment Period and for a period of two years thereafter (the “Noncompete Period”), Good Reason he will not (i) directly or indirectly own, manage, control, participate in, consult with, render services for, engage in or associate in any other manner engage country in which the Company is doing or has plans to do business with any business, or invest in or lend money to any business (in each case, including on his own behalf or on behalf of another Person) which constitutes or is competitive with (including, without limitation, by competing for the same subscriber or customer base) any business conducted by any System owned or managed by any Related Company (as and where such Systems are operated or managed or are proposed to be operated or managed by the Related Companies during the Employment Period, or as of the end of the Employment Period if the Employment Period has then ended) (any such business, a “Competitive Business”). Nothing in this Section 8 will prohibit Executive from (i) being a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect participation entity engaging in the business engaged in by the Company (i.e., research, development and sale of such corporation products using bryostatin or bryologs (collectively, the “Specified Products”) ; or (ii) at solicit, for competitive business purposes with respect to the Specified Products, any time during the portion customer or partner of the Noncompete Period following Company. Notwithstanding the Termination Date foregoing, being employed by the Executive and his affiliates shall at all times be permitted to (i) own passive investments (where he is not a Person that is engaged in director or officer) of less than twenty (20 %) percent of any Competitive Business or investing in or lending money to any Competitive Business, provided that Executive (A) complies with Section 7 above other enterprise and ( B ii) has no direct involvement own investments (where he is not a director or officer) in any aspect of such Competitive Business. By initialing large capitalization publicly traded companies in the space provided below pharmaceutical or medical industry, Executive acknowledges that he has read carefully and had even if by chance such large companies engage in activities covering the opportunity to consult with legal counsel regarding the provisions of this Section 8(a). [initial] Specified Products.

Appears in 1 contract

Samples: Employment Agreement (Neurotrope, Inc.)

Non-Compete. Executive acknowledges that during his employment relationship with, or through his involvement For the duration of the Non-Competition Period (as a member or stockholder of, any Related Company, Executive has and will become familiar with trade secrets and other Confidential Information concerning such Related Companies, and with investment opportunities relating to their respective businesses, and that Executive’s services have been and will be of special, unique and extraordinary value to the foregoing entities. Therefore, Executive agrees that, during the Employment Period and for a period of two years thereafter (the “Noncompete Period” defined in Section 5.1(b)), he will not directly each Shareholder shall not, whether for his account or indirectly own, manage, control, participate in, consult with, render services for, or in for any other manner engage in any business Person, or invest in or lend money to any business (in each case, including on his own behalf or on behalf of another Person) which constitutes or is competitive with (including, without limitation, by competing for the same subscriber or customer base) any business conducted by any System owned or managed by any Related Company (as and where such Systems are operated or managed or are proposed to be operated or managed by the Related Companies during the Employment Period, or as of the end of the Employment Period if the Employment Period has then ended) (any such business, a “Competitive Business”). Nothing in this Section 8 will prohibit Executive from (i) being a passive owner engage in or be involved with any provider of less than 5% of residential, training, educational or support services to populations with special needs, including persons with developmental or other disabilities or at-risk or troubled youth (the outstanding stock of a corporation of any class which is publicly traded "Industry"), so long as Executive has no direct or indirect participation in the continental United States, Canada or the Commonwealth of Puerto Rico (the "Territory") or engage in competition with any business then conducted by the Company or any of such corporation its subsidiaries, or (ii) at serve as an employee, officer or director of or consultant to, or independent contractor to or have any time during the portion of the Noncompete Period following the Termination Date interest (as a partner, being employed by a Person that owner, shareholder, joint venturer, lender, guarantor or otherwise) in any business which is engaged in any Competitive Business part of the Industry or investing in competition with any business then conducted by the Company or lending money to any Competitive Business of its subsidiaries. Without limiting the generality of the foregoing, for the duration of the Non-Competition Period, each Shareholder shall not, whether for his own account or for any other Person, directly or indirectly, invest in any entity conducting business in the Industry in the Territory or in any business in competition with any business then conducted by the Company or any of its subsidiaries without the prior written consent of the Company, provided that Executive (A) complies with Section 7 above each Shareholder may make such investments to the extent such Shareholder is legally compelled to do so pursuant to legally binding commitments approved by Company; PROVIDED, HOWEVER, that each Shareholder may negotiate transactions on behalf of the Company and (B) has no direct involvement other parties so long as such Shareholder believes in any aspect of good faith that such Competitive Business. By initialing transactions are in the space provided below, Executive acknowledges that he has read carefully and had best interests of the opportunity to consult with legal counsel regarding the provisions of this Section 8(a) Company. [initial]. 7 8

Appears in 1 contract

Samples: Res Care Inc /Ky/

Non-Compete. In further consideration of the compensation to be paid to Executive hereunder (including the benefits provided pursuant to Section 4), Executive acknowledges that during the course of his employment relationship with, or through his involvement as a member or stockholder of, any Related Company, Executive with the Company he has and will shall become familiar with the Company’s and the Subsidiaries’ trade secrets and with other Confidential Information concerning such Related Companies, the Company and with investment opportunities relating to their respective businesses, the Subsidiaries and that Executive’s his services have been and will shall be of special, unique and extraordinary value to the foregoing entities. Therefore Company and the Subsidiaries, and, therefore, Executive agrees that, during the Employment Period Term and for a period thereafter equal to the lesser of two years thereafter (x) twenty-four (24) months or (y) the number of months remaining until the Expiration Date, but in no event less than twelve (12) months (the “Noncompete Period”), he will shall not (i) directly or indirectly own own any interest in, manage, control, participate in, consult with, render services for, or in any other manner engage in any business business that derives at least 25% of its gross revenue from the business of providing behavioral healthcare and/or related services or (ii) directly or indirectly manage, control, participate in, consult with or render services specifically with respect to any unit, division, segment or subsidiary of any other business that engages in or otherwise competes with (or was organized for the purpose of engaging in or competing with) the business of providing behavioral healthcare and/or related services (provided that, this clause (ii) shall not be construed to prohibit Executive from directly or indirectly owning any interest in, managing, controlling, participating in, consulting with, rendering services for, or invest in or lend money to any manner engaging in any business ( activities with or for such business generally and, for the avoidance of doubt, not specifically with respect to such unit, division, segment or subsidiary), in each case, including on his own behalf within any geographical area in which the Company and the Subsidiaries engage in such businesses; provided that Executive shall not be subject to the restrictions set forth in this Section 7(a) if the Term is terminated by the Company without Cause or on behalf by Executive with Good Reason and for so long as the Company is in breach of another Person its obligations under Section 4(b) which constitutes or and such breach is competitive with (including not the subject of a good faith dispute between the Company and Executive. For purposes of this Agreement, the term “participate in” shall include, without limitation, by competing for the same subscriber having any direct or customer base) indirect interest in any business conducted by any System owned Person, whether as a sole proprietor, owner, stockholder, partner, joint venturer, creditor or managed by any Related Company (as and where such Systems are operated or managed or are proposed to be operated or managed by the Related Companies during the Employment Period otherwise, or rendering any direct or indirect service or assistance to any individual, corporation, partnership, joint venture and other business entity (whether as of the end of the Employment Period if the Employment Period has then ended) (any such business a director, a “Competitive Business” officer, manager, supervisor, employee, agent, consultant or otherwise). Nothing in this Section 8 will herein shall prohibit Executive from (i) being a passive owner of less not more than 5 2% of the outstanding stock of any class of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect active participation in the business of such corporation or (ii) at any time during the portion of the Noncompete Period following the Termination Date, being employed by a Person that is engaged in any Competitive Business or investing in or lending money to any Competitive Business, provided that Executive (A) complies with Section 7 above and (B) has no direct involvement in any aspect of such Competitive Business. By initialing in the space provided below, Executive acknowledges that he has read carefully and had the opportunity to consult with legal counsel regarding the provisions of this Section 8(a). [initial] corporation.

Appears in 1 contract

Samples: Employment Agreement (Acadia Healthcare Company, Inc.)

Non-Compete. In further consideration of the compensation to be paid to Executive hereunder (including the benefits provided pursuant to Section 4), Executive acknowledges that during the course of his employment relationship with, or through his involvement as a member or stockholder of, any Related Company, Executive with the Company he has and will shall become familiar with the Company’s and the Subsidiaries’ trade secrets and with other Confidential Information concerning such Related Companies, the Company and with investment opportunities relating to their respective businesses, the Subsidiaries and that Executive’s his services have been and will shall be of special, unique and extraordinary value to the foregoing entities. Therefore Company and the Subsidiaries, and, therefore, Executive agrees that, during the Employment Period Term and for a period thereafter of two years thereafter twelve (12) months (the “Noncompete Period”), he will shall not (i) directly or indirectly own own any interest in, manage, control, participate in, consult with, render services for, or in any other manner engage in any business business that derives at least 25% of its gross revenue from the business of providing behavioral healthcare and/or related services or (ii) directly or indirectly manage, control, participate in, consult with or render services specifically with respect to any unit, division, segment or subsidiary of any other business that engages in or otherwise competes with (or was organized for the purpose of engaging in or competing with) the business of providing behavioral healthcare and/or related services (provided that, this clause (ii) shall not be construed to prohibit Executive from directly or indirectly owning any interest in, managing, controlling, participating in, consulting with, rendering services for, or invest in or lend money to any manner engaging in any business ( activities with or for such business generally and, for the avoidance of doubt, not specifically with respect to such unit, division, segment or subsidiary), in each case, including on his own behalf within any geographical area in which the Company and the Subsidiaries engage in such businesses; provided that Executive shall not be subject to the restrictions set forth in this Section 7(a) if the Term is terminated by the Company without Cause or on behalf by Executive with Good Reason and for so long as the Company is in breach of another Person its obligations under Section 4(b) which constitutes or and such breach is competitive with (including not the subject of a good faith dispute between the Company and Executive. For purposes of this Agreement, the term “participate in” shall include, without limitation, by competing for the same subscriber having any direct or customer base) indirect interest in any business conducted by any System owned Person, whether as a sole proprietor, owner, stockholder, partner, joint venturer, creditor or managed by any Related Company (as and where such Systems are operated or managed or are proposed to be operated or managed by the Related Companies during the Employment Period otherwise, or rendering any direct or indirect service or assistance to any individual, corporation, partnership, joint venture and other business entity (whether as of the end of the Employment Period if the Employment Period has then ended) (any such business a director, a “Competitive Business” officer, manager, Supervisor, employee, agent, consultant or otherwise). Nothing in this Section 8 will herein shall prohibit Executive from (i) being a passive owner of less not more than 5 2% of the outstanding stock of any class of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect active participation in the business of such corporation or (ii) at any time during the portion of the Noncompete Period following the Termination Date, being employed by a Person that is engaged in any Competitive Business or investing in or lending money to any Competitive Business, provided that Executive (A) complies with Section 7 above and (B) has no direct involvement in any aspect of such Competitive Business. By initialing in the space provided below, Executive acknowledges that he has read carefully and had the opportunity to consult with legal counsel regarding the provisions of this Section 8(a). [initial] corporation.

Appears in 1 contract

Samples: Employment Agreement (Acadia Healthcare Company, Inc.)

Non-Compete. In further consideration of the compensation to be paid to Executive hereunder, Executive acknowledges that during his the course of her employment relationship with, or through his involvement as a member or stockholder of, any Related Company, Executive with the Company she has and will shall become familiar with Acadia’s and the Subsidiaries’ trade secrets and with other Confidential Information concerning such Related Companies, Acadia and with investment opportunities relating to their respective businesses, the Subsidiaries and that Executive’s her services have been and will shall be of special, unique and extraordinary value to Acadia and the foregoing entities. Therefore Subsidiaries, and, therefore, Executive agrees that, during the Employment Period and for a period thereafter of two years thereafter 12 months (the “Noncompete Period”), he will she shall not (i) directly or indirectly own own any interest in, manage, control, participate in, consult with, render services for, or in any other manner engage in any business business that derives at least 25% of its gross revenue from (A) the business of providing behavioral healthcare and/or related services, or invest (B) any other material business in which Acadia or any of its Subsidiaries planned to be engaged in on or after such date of which the Executive has or should have had actual knowledge, or (ii) directly or indirectly manage, control, participate in, consult with or render services specifically with respect to any unit, division, segment or subsidiary of any other business that engages in or lend money otherwise competes with (or was organized for the purpose of engaging in or competing with) the business of providing behavioral healthcare and/or related services (provided that, this clause (ii) shall not be construed to prohibit Executive from directly or indirectly owning any interest in, managing, controlling, participating in, consulting with, rendering services for, or in any manner engaging in any business ( activities with or for such business generally and, for the avoidance of doubt, not specifically with respect to such unit, division, segment or subsidiary), in each case, including on his own behalf within any geographical area in which Acadia and the Subsidiaries engage in such businesses; provided that Executive shall not be subject to the restrictions set forth in this Section 7(a) if the Employment Period is terminated by the Company without Cause or on behalf by Executive with Good Reason and for so long as the Company is in breach of another Person its obligations under Section 4(b) which constitutes or and such breach is competitive with (including not the subject of a good faith dispute between the Company and Executive. For purposes of this Agreement, the term “participate in” shall include, without limitation, by competing for the same subscriber having any direct or customer base) indirect interest in any business conducted by any System owned Person, whether as a sole proprietor, owner, stockholder, partner, joint venturer, creditor or managed by any Related Company (as and where such Systems are operated or managed or are proposed to be operated or managed by the Related Companies during the Employment Period otherwise, or rendering any direct or indirect service or assistance to any individual, corporation, partnership, joint venture and other business entity (whether as of the end of the Employment Period if the Employment Period has then ended) (any such business a director, a “Competitive Business” officer, manager, supervisor, employee, agent, consultant or otherwise). Nothing in this Section 8 will herein shall prohibit Executive from (i) being a passive owner of less not more than 5 2% of the outstanding stock of any class of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect active participation in the business of such corporation or (ii) at any time during the portion of the Noncompete Period following the Termination Date, being employed by a Person that is engaged in any Competitive Business or investing in or lending money to any Competitive Business, provided that Executive (A) complies with Section 7 above and (B) has no direct involvement in any aspect of such Competitive Business. By initialing in the space provided below, Executive acknowledges that he has read carefully and had the opportunity to consult with legal counsel regarding the provisions of this Section 8(a). [initial] corporation.

Appears in 1 contract

Samples: Employment Agreement (Acadia Healthcare Company, Inc.)

Non-Compete. In further consideration of the compensation to be paid to Executive hereunder, Executive acknowledges that during his the course of her employment relationship with, or through his involvement as a member or stockholder of, any Related Company, Executive with the Company she has and will shall become familiar with Acadia’s and the Subsidiaries’ trade secrets and with other Confidential Information concerning such Related Companies, Acadia and with investment opportunities relating to their respective businesses, the Subsidiaries and that Executive’s her services have been and will shall be of special, unique and extraordinary value to Acadia and the foregoing entities. Therefore Subsidiaries, and, therefore, Executive agrees that, during the Employment Period and for a period thereafter of two years thereafter twenty-four (24) months (the “Noncompete Period”), he will she shall not (i) directly or indirectly own own any interest in, manage, control, participate in, consult with, render services for, or in any other manner engage in any business business that derives at least 25% of its gross revenue from (A) the business of providing behavioral healthcare and/or related services, or invest (B) any other material business in which Acadia or any of its Subsidiaries planned to be engaged in on or after such date of which the Executive has or should have had actual knowledge, or (ii) directly or indirectly manage, control, participate in, consult with or render services specifically with respect to any unit, division, segment or subsidiary of any other business that engages in or lend money otherwise competes with (or was organized for the purpose of engaging in or competing with) the business of providing behavioral healthcare and/or related services (provided that, this clause (ii) shall not be construed to prohibit Executive from directly or indirectly owning any interest in, managing, controlling, participating in, consulting with, rendering services for, or in any manner engaging in any business ( activities with or for such business generally and, for the avoidance of doubt, not specifically with respect to such unit, division, segment or subsidiary), in each case, including on his own behalf within any geographical area in which Acadia and the Subsidiaries engage in such businesses; provided that Executive shall not be subject to the restrictions set forth in this Section 7(a) if the Employment Period is terminated by the Company without Cause or on behalf by Executive with Good Reason and for so long as the Company is in breach of another Person its obligations under Section 4(b) which constitutes or and such breach is competitive with (including not the subject of a good faith dispute between the Company and Executive. For purposes of this Agreement, the term “participate in” shall include, without limitation, by competing for the same subscriber having any direct or customer base) indirect interest in any business conducted by any System owned Person, whether as a sole proprietor, owner, stockholder, partner, joint venturer, creditor or managed by any Related Company (as and where such Systems are operated or managed or are proposed to be operated or managed by the Related Companies during the Employment Period otherwise, or rendering any direct or indirect service or assistance to any individual, corporation, partnership, joint venture and other business entity (whether as of the end of the Employment Period if the Employment Period has then ended) (any such business a director, a “Competitive Business” officer, manager, supervisor, employee, agent, consultant or otherwise). Nothing in this Section 8 will herein shall prohibit Executive from (i) being a passive owner of less not more than 5 2% of the outstanding stock of any class of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect active participation in the business of such corporation or (ii) at any time during the portion of the Noncompete Period following the Termination Date, being employed by a Person that is engaged in any Competitive Business or investing in or lending money to any Competitive Business, provided that Executive (A) complies with Section 7 above and (B) has no direct involvement in any aspect of such Competitive Business. By initialing in the space provided below, Executive acknowledges that he has read carefully and had the opportunity to consult with legal counsel regarding the provisions of this Section 8(a). [initial] corporation.

Appears in 1 contract

Samples: Employment Agreement (Acadia Healthcare Company, Inc.)

Non-Compete. In further consideration of the compensation to be paid to Executive hereunder, Executive acknowledges that during the course of his employment relationship with, or through his involvement as a member or stockholder of, any Related Company, Executive with the Company he has and will shall become familiar with Acadia’s and the Subsidiaries’ trade secrets and with other Confidential Information concerning such Related Companies, Acadia and with investment opportunities relating to their respective businesses, the Subsidiaries and that Executive’s his services have been and will shall be of special, unique and extraordinary value to Acadia and the foregoing entities. Therefore Subsidiaries, and, therefore, Executive agrees that, during the Employment Period and for a period thereafter of two years thereafter thirty-six (36) months (the “Noncompete Period”), he will shall not (i) directly or indirectly own own any interest in, manage, control, participate in, consult with, render services for, or in any other manner engage in any business business that derives at least 25% of its gross revenue from the business of providing behavioral healthcare and/or related services or (ii) directly or indirectly manage, control, participate in, consult with or render services specifically with respect to any unit, division, segment or subsidiary of any other business that engages in or otherwise competes with (or was organized for the purpose of engaging in or competing with) the business of providing behavioral healthcare and/or related services (provided that, this clause (ii) shall not be construed to prohibit Executive from directly or indirectly owning any interest in, managing, controlling, participating in, consulting with, rendering services for, or invest in or lend money to any manner engaging in any business ( activities with or for such business generally and, for the avoidance of doubt, not specifically with respect to such unit, division, segment or subsidiary), in each case, including on his own behalf within any geographical area in which Acadia and the Subsidiaries engage in such businesses; provided that Executive shall not be subject to the restrictions set forth in this Section 7(a) if the Employment Period is terminated by the Company without Cause or on behalf by Executive with Good Reason and for so long as the Company is in breach of another Person its obligations under Section 4(b) which constitutes or and such breach is competitive with (including not the subject of a good faith dispute between the Company and Executive. For purposes of this Agreement, the term “participate in” shall include, without limitation, by competing for the same subscriber having any direct or customer base) indirect interest in any business conducted by any System owned Person, whether as a sole proprietor, owner, stockholder, partner, joint venturer, creditor or managed by any Related Company (as and where such Systems are operated or managed or are proposed to be operated or managed by the Related Companies during the Employment Period otherwise, or rendering any direct or indirect service or assistance to any individual, corporation, partnership, joint venture and other business entity (whether as of the end of the Employment Period if the Employment Period has then ended) (any such business a director, a “Competitive Business” officer, manager, supervisor, employee, agent, consultant or otherwise). Nothing in this Section 8 will herein shall prohibit Executive from (i) being a passive owner of less not more than 5 2% of the outstanding stock of any class of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect active participation in the business of such corporation or (ii) at any time during the portion of the Noncompete Period following the Termination Date, being employed by a Person that is engaged in any Competitive Business or investing in or lending money to any Competitive Business, provided that Executive (A) complies with Section 7 above and (B) has no direct involvement in any aspect of such Competitive Business. By initialing in the space provided below, Executive acknowledges that he has read carefully and had the opportunity to consult with legal counsel regarding the provisions of this Section 8(a). [initial] corporation.

Appears in 1 contract

Samples: Employment Agreement (Acadia Healthcare Company, Inc.)

Non-Compete. In further consideration of the compensation to be paid to Executive hereunder, Executive acknowledges that during the course of his employment relationship with, or through his involvement as a member or stockholder of, any Related Company, Executive with the Company he has and will shall become familiar with Acadia’s and the Subsidiaries’ trade secrets and with other Confidential Information concerning such Related Companies, Acadia and with investment opportunities relating to their respective businesses, the Subsidiaries and that Executive’s his services have been and will shall be of special, unique and extraordinary value to Acadia and the foregoing entities. Therefore Subsidiaries, and, therefore, Executive agrees that, during the Employment Period and for a period thereafter of two years thereafter twelve (12) months (the “Noncompete Period”), he will shall not (i) directly or indirectly own own any interest in, manage, control, participate in, consult with, render services for, or in any other manner engage in any business business that derives at least 25% of its gross revenue from the business of providing behavioral healthcare and/or related services or (ii) directly or indirectly manage, control, participate in, consult with or render services specifically with respect to any unit, division, segment or subsidiary of any other business that engages in or otherwise competes with (or was organized for the purpose of engaging in or competing with) the business of providing behavioral healthcare and/or related services (provided that, this clause (ii) shall not be construed to prohibit Executive from directly or indirectly owning any interest in, managing, controlling, participating in, consulting with, rendering services for, or invest in or lend money to any manner engaging in any business ( activities with or for such business generally and, for the avoidance of doubt, not specifically with respect to such unit, division, segment or subsidiary), in each case, including on his own behalf within any geographical area in which Acadia and the Subsidiaries engage in such businesses; provided that Executive shall not be subject to the restrictions set forth in this Section 7(a) if the Employment Period is terminated by the Company without Cause or on behalf by Executive with Good Reason and for–so long as the Company is in breach of another Person its obligations under Section 4(b) which constitutes or and such breach is competitive with (including not the subject of a good faith dispute between the Company and Executive. For purposes of this Agreement, the term “participate in” shall include, without limitation, by competing for the same subscriber having any direct or customer base) indirect interest in any business conducted by any System owned Person, whether as a sole proprietor, owner, stockholder, partner, joint venturer, creditor or managed by any Related Company (as and where such Systems are operated or managed or are proposed to be operated or managed by the Related Companies during the Employment Period otherwise, or rendering any direct or indirect service or assistance to any individual, corporation, partnership, joint venture and other business entity (whether as of the end of the Employment Period if the Employment Period has then ended) (any such business a director, a “Competitive Business” officer, manager, supervisor, employee, agent, consultant or otherwise). Nothing in this Section 8 will herein shall prohibit Executive from (i) being a passive owner of less not more than 5 2% of the outstanding stock of any class of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect active participation in the business of such corporation or (ii) at any time during the portion of the Noncompete Period following the Termination Date, being employed by a Person that is engaged in any Competitive Business or investing in or lending money to any Competitive Business, provided that Executive (A) complies with Section 7 above and (B) has no direct involvement in any aspect of such Competitive Business. By initialing in the space provided below, Executive acknowledges that he has read carefully and had the opportunity to consult with legal counsel regarding the provisions of this Section 8(a). [initial] corporation.

Appears in 1 contract

Samples: Employment Agreement (Acadia Healthcare Company, Inc.)

Non-Compete. In further consideration of the compensation to be paid to Executive hereunder, Executive acknowledges that during the course of his employment relationship with, or through his involvement as a member or stockholder of, any Related Company, Executive with the Company he has and will shall become familiar with Holdings’ and the Subsidiaries’ trade secrets and with other Confidential Information concerning such Related Companies, Holdings and with investment opportunities relating to their respective businesses, the Subsidiaries and that Executive’s his services have been and will shall be of special, unique and extraordinary value to Holdings and the foregoing entities. Therefore Subsidiaries, and, therefore, Executive agrees that, during the Employment Period and for a period thereafter of two years thereafter twenty-four (24) months (the “Noncompete Period”), he will shall not (i) directly or indirectly own own any interest in, manage, control, participate in, consult with, render services for, or in any other manner engage in any business business that derives at least 25% of its gross revenue from the business of providing behavioral healthcare and/or related services or (ii) directly or indirectly manage, control, participate in, consult with or render services specifically with respect to any unit, division, segment or subsidiary of any other business that engages in or otherwise competes with (or was organized for the purpose of engaging in or competing with) the business of providing behavioral healthcare and/or related services (provided that, this clause (ii) shall not be construed to prohibit Executive from directly or indirectly owning any interest in, managing, controlling, participating in, consulting with, rendering services for, or invest in or lend money to any manner engaging in any business ( activities with or for such business generally and, for the avoidance of doubt, not specifically with respect to such unit, division, segment or subsidiary), in each case, including on his own behalf within any geographical area in which Holdings and the Subsidiaries engage in such businesses; provided that Executive shall not be subject to the restrictions set forth in this Section 7(a) if the Employment Period is terminated by the Company without Cause or on behalf by Executive with Good Reason and for so long as the Company is in breach of another Person its obligations under Section 4(b) which constitutes or and such breach is competitive with (including not the subject of a good faith dispute between the Company and Executive. For purposes of this Agreement, the term “participate in” shall include, without limitation, by competing for the same subscriber having any direct or customer base) indirect interest in any business conducted by any System owned Person, whether as a sole proprietor, owner, stockholder, partner, joint venturer, creditor or managed by any Related Company (as and where such Systems are operated or managed or are proposed to be operated or managed by the Related Companies during the Employment Period otherwise, or rendering any direct or indirect service or assistance to any individual, corporation, partnership, joint venture and other business entity (whether as of the end of the Employment Period if the Employment Period has then ended) (any such business a director, a “Competitive Business” officer, manager, supervisor, employee, agent, consultant or otherwise). Nothing in this Section 8 will herein shall prohibit Executive from (i) being a passive owner of less not more than 5 2% of the outstanding stock of any class of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect active participation in the business of such corporation or (ii) at any time during the portion of the Noncompete Period following the Termination Date, being employed by a Person that is engaged in any Competitive Business or investing in or lending money to any Competitive Business, provided that Executive (A) complies with Section 7 above and (B) has no direct involvement in any aspect of such Competitive Business. By initialing in the space provided below, Executive acknowledges that he has read carefully and had the opportunity to consult with legal counsel regarding the provisions of this Section 8(a). [initial] corporation.

Appears in 1 contract

Samples: Employment Agreement (Acadia Healthcare Company, Inc.)