Common use of Non-Compete Clause in Contracts

Non-Compete. During the Restricted Period (as hereinafter defined), the Executive shall not in the United States of America, or in any foreign country, directly or indirectly, (i) engage in the Restricted Activity for the benefit of any person or entity other than the Company, Thomson and their affiliated companies; (ii) be an employee or consultant of, or provide services to, Factiva or Lexus/Nexis or any of their respective direct or indirect subsidiaries; (iii) have an interest in any person engaged in the Restricted Activity in any capacity, including, without limitation, as a partner, shareholder, officer, director, principal, agent, employee, trustee or consultant or any other relationship or capacity; provided, however, the Executive may own, directly or indirectly, solely as an investment, securities of any person which are publicly traded if the Executive (a) is not a controlling person of, or a member of a group which controls, such person, and (b) does not, directly or indirectly, own 1% or more of any class of securities of such person; or (iv) interfere with business relationships (whether formed heretofore or hereafter) between the Company or any of its affiliates and customers or suppliers of the Company or any of its affiliates. The term "Restricted Period" shall mean the period ending on the date that is (x) with respect to clause (ii) of this Section 5(A), eighteen (18) months following the end of the Executive's employment by the Company (or any affiliate of the Company) whether or not pursuant to this Agreement and (y) with respect to clauses (i), (iii) and (iv) of this Section 5(A), twelve (12) months following the end of the Executive's employment by the Company (or any affiliates of the Company) whether or not pursuant to this Agreement.

Appears in 16 contracts

Samples: Executive Employment Agreement (Thomson Corp), Executive Employment Agreement (Newsedge Corp), Executive Employment Agreement (Newsedge Corp)

Non-Compete. During the time Executive is employed under this Agreement and for a period of six (6) months following the termination (whether for cause of otherwise) of the Executive's employment with the Company or any of its affiliates (the "Restricted Period (as hereinafter defined Period"), the Executive shall not not, in the United States of America, America or in any foreign country, directly or indirectly, (i) engage in the Restricted Activity Company Business for the benefit of any person or entity other than the Company, Thomson and their affiliated companies his own account; (ii) be an employee or consultant enter the employ of, or provide render any services to, Factiva any persons engaged in such activities; or Lexus/Nexis or any of their respective direct or indirect subsidiaries; (iii) have an interest become interested in any person engaged in the Restricted Activity in any capacity Company Business, including, without limitation directly or indirectly, as a an individual, partner, shareholder, officer, director, principal, agent, employee, trustee or trustee, consultant or in any other relationship or capacity; provided, however, that the Executive may own, directly or indirectly, solely as an investment, securities of any person which are publicly traded on any national securities exchange or NASDAQ if the Executive (a) is not a controlling person of, or a member of a group which controls, controls such person, and person or (b) does not, directly or indirectly, own 1% or more of any class of securities of such person ; or (iv) interfere with business relationships (whether formed heretofore or hereafter) between the Company or any of its affiliates and customers or suppliers of the Company or any of its affiliates. The term "Restricted Period" shall mean the period ending on the date that is (x) with respect to clause (ii) of this Section 5(A), eighteen (18) months following the end of the Executive's employment by the Company (or any affiliate of the Company) whether or not pursuant to this Agreement and (y) with respect to clauses (i), (iii) and (iv) of this Section 5(A), twelve (12) months following the end of the Executive's employment by the Company (or any affiliates of the Company) whether or not pursuant to this Agreement .

Appears in 8 contracts

Samples: Employment Agreement (Assisted Living Concepts Inc), Employment Agreement (Assisted Living Concepts Inc), Employment Agreement (Senior Care Industries Inc)

Non-Compete. During the Term and for a period of one year following the Executive’s termination of employment with the Company pursuant to Section 4.3 (Termination for Cause), resignation by the Executive other than for Good Reason or in the event the Executive elects not to renew this Agreement pursuant to Section 2 (the “Restricted Period (as hereinafter defined Period”), the Executive shall not not, in the United States People’s Republic of America, or in any foreign country, directly or indirectly China (including all Special Administrative Regions thereof), (i) in any manner whatsoever engage in any capacity with any business competitive with the Restricted Activity Company's Current Lines of Business for the Executive's own benefit or for the benefit of any person or entity other than the Company or any Subsidiary or Affiliate of the Company , Thomson and their affiliated companies ; or (ii) be an employee or consultant of have any interest as owner, or provide services to, Factiva or Lexus/Nexis or any of their respective direct or indirect subsidiaries; (iii) have an interest in any person engaged in the Restricted Activity in any capacity, including, without limitation, as a partner sole proprietor, shareholder, officer partner, lender, director, principal officer, agent manager, employee, trustee consultant, agent or consultant or otherwise in any other relationship or capacity business competitive with the Company's Current Lines of Business; provided, however, that the Executive may own hold, directly or indirectly, solely as an investment, not more than two percent (2%) of the outstanding securities of any person or entity which are publicly listed on any national securities exchange or regularly traded if in the over-the-counter market notwithstanding the fact that such person or entity is engaged in a business competitive with the Company's Current Lines of Business. In addition, during the Restricted Period, the Executive (a) is shall not a controlling person of, or a member develop any property for use in the Company's Current Lines of a group which controls, such person, and (b) does not, directly or indirectly, own 1% or more Business on behalf of any class of securities of such person; person or (iv) interfere with business relationships (whether formed heretofore or hereafter) between the Company or any of its affiliates and customers or suppliers of the Company or any of its affiliates. The term "Restricted Period" shall mean the period ending on the date that is (x) with respect to clause (ii) of this Section 5(A), eighteen (18) months following the end of the Executive's employment by the Company (or any affiliate of entity other than the Company ) whether or not pursuant to this Agreement , its Subsidiaries and (y) with respect to clauses (i), (iii) and (iv) of this Section 5(A), twelve (12) months following the end of the Executive's employment by the Company (or any affiliates of the Company) whether or not pursuant to this Agreement Affiliates.

Appears in 5 contracts

Samples: Employment Agreement (You on Demand Holdings, Inc.), Employment Agreement (You on Demand Holdings, Inc.), Employment Agreement (McMahon Shane)

Non-Compete. During The Executive agrees during the Restricted Period period commencing on the date hereof and ending twenty-four ( as hereinafter defined 24) months following the conclusion of the Term (the "Non-Compete Period"), the Executive shall not in the United States of America, or in any foreign country to, directly or indirectly indirectly (including through any affiliate), ( i a) engage in compete with Company or its subsidiaries or the Restricted Activity for business of the benefit Company or its subsidiaries as conducted on the last date of any person the Term (the "Business") or entity (b) (other than as a director, employee, agent, consultant, shareholder, member or manager of the Business or the Company ) as an individual proprietor, Thomson and their affiliated companies; (ii) be an employee or consultant of, or provide services to, Factiva or Lexus/Nexis or any of their respective direct or indirect subsidiaries; (iii) have an interest in any person engaged in the Restricted Activity in any capacity, including, without limitation, as a partner, shareholder , member, equity holder, officer, director, principal, agent manager, employee, trustee consultant, independent contractor, joint venturer, investor or consultant lender or otherwise, participate in any other relationship business or capacity; provided, however, enterprise engaged anywhere in the Executive may own, directly or indirectly, solely as an investment, securities United States in the provision of any person which services that are publicly traded if the Executive (a) is not a controlling person of same as, substantially similar to or a member of a group which controls, such person, and (b) does not, directly or indirectly, own 1% or more of any class of securities of such person; or (iv) interfere competitive with business relationships (whether formed heretofore or hereafter) between the services that the Company or any of its affiliates and customers subsidiaries was selling or suppliers providing or, to the Executive's knowledge, actively planning to sell or provide, during the twelve months preceding the end of the Term (each, a "Competing Business"), provided that this clause (b) shall not be construed to prevent the Executive from being employed by a division or a subsidiary of a Competing Business if the Executive's services to such division or subsidiary do not, in fact, compete with the Company or any of its affiliates subsidiaries. The term foregoing restrictions shall not be construed to prohibit the ownership by the Executive of (i) not more than three percent (3%) of any class of equity securities of any corporation having a class of equity securities registered pursuant to the Securities Exchange Act of 1934 (a " Restricted Period" shall mean the period ending public company") that are publicly owned and regularly traded on the date that is any national securities exchange or over-the-counter market or ( x ii) debt instruments of any privately owned entity, governmental entity, governmental entity, quasi-governmental entity, bond issuer or public company, if, with respect to clause both clauses (i) and (ii ) of this Section 5(A ), eighteen (18) months following such ownership represents a personal investment and the end Executive does not either directly or indirectly in any way manage or exercise control of any such privately owned entity, governmental entity, quasi-governmental entity, bond issuer or public company, guarantee any of its financial obligations or otherwise take part in its business other than exercising the Executive's employment by the Company ( rights as a debt or equity holder, or seek to do any affiliate of the Company) whether or not pursuant to this Agreement and (y) with respect to clauses (i), (iii) and (iv) of this Section 5(A), twelve (12) months following the end of the Executive's employment by the Company (or any affiliates of the Company) whether or not pursuant to this Agreement foregoing.

Appears in 4 contracts

Samples: Form of Employment Agreement (Preston Hollow Community Capital, Inc.), Form of Employment Agreement (Preston Hollow Community Capital, Inc.), Form of Employment Agreement (Preston Hollow Community Capital, Inc.)

Non-Compete. During Executive hereby covenants and agrees that during the Restricted Period his employment by the Company and for a period of one ( as hereinafter defined) 1) year following the termination of Executive’s employment, regardless of the reason for such termination, Executive shall not in will not, without the United States prior written consent of America, or in any foreign country the Company, directly or indirectly, (i) on his own behalf or in the service or on behalf of others, whether or not for compensation, engage in the Restricted Activity for the benefit of any person or entity other than the Company, Thomson and their affiliated companies; (ii) be an employee or consultant of business activity, or provide services to, Factiva or Lexus/Nexis or have any of their respective direct or indirect subsidiaries; (iii) have an interest in any person engaged in the Restricted Activity in any capacity person, including firm, without limitation corporation or business, through a subsidiary or parent entity or other entity (whether as a partner, shareholder , officer, director, principal , agent, employee joint venturer, trustee security holder, trustee, partner, Executive, creditor lending credit or consultant money for the purpose of establishing or operating any other relationship such business, partner or capacity otherwise) with any Competing Business in the Covered Area. For the purpose of this Section 13(a), “Competing Business” means the development or sale of pharmaceuticals involving immuno-oncology or neuroscience; provided, however, that Bioxcel Corporation and its Affiliates will not constitute Competing Businesses. For the purpose of this Section 13(a), “Covered Area” means all geographical areas of the United States and other foreign jurisdictions where the Company has offices and/or sells its products directly or indirectly through distributors and/or other sales agents. Notwithstanding the foregoing, Executive may own own shares of companies whose securities are publicly traded, directly or indirectly, solely so long as an investment, ownership of such securities do not constitute more than one percent (1%) of the outstanding securities of any person which are publicly traded if the Executive (a) is not a controlling person of, or a member of a group which controls, such person, and (b) does not, directly or indirectly, own 1% or more of any class of securities of such person; or (iv) interfere with business relationships (whether formed heretofore or hereafter) between the Company or any of its affiliates and customers or suppliers of the Company or any of its affiliates. The term "Restricted Period" shall mean the period ending on the date that is (x) with respect to clause (ii) of this Section 5(A), eighteen (18) months following the end of the Executive's employment by the Company (or any affiliate of the Company) whether or not pursuant to this Agreement and (y) with respect to clauses (i), (iii) and (iv) of this Section 5(A), twelve (12) months following the end of the Executive's employment by the Company (or any affiliates of the Company) whether or not pursuant to this Agreement company.

Appears in 3 contracts

Samples: Release Agreement (BioXcel Therapeutics, Inc.), Release Agreement (BioXcel Therapeutics, Inc.), Release Agreement (BioXcel Therapeutics, Inc.)

Non-Compete. During The Executive hereby covenants and agrees that during the Restricted Period (as hereinafter defined) term of this Agreement and for a period of two years following the end of the Employment Term, the Executive shall not in will not, without the United States prior written consent of America, or in any foreign country the Company, directly or indirectly, on his own behalf or in the service or on behalf of others, whether or 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 (whether as a shareholder, agent, joint venture, security holder, trustee, partner, Executive, creditor lending credit or money for the purpose of establishing or operating any such business, partner or otherwise) with any Competing Business in the Covered Area. For the purpose of this Section 3.1, (i) engage "Competing Business" means any company engaged in acquiring and or monetizing intellectual property for use in the Restricted Activity for the benefit of gaming industry by any person or entity other than means including but not limited to commencing litigation against companies and others violating the Company , Thomson and their affiliated companies; ’s right in its intellectual property or intellectual property in which the Company has acquired an interest. And (ii) be an employee or consultant of, or provide services to, Factiva or Lexus/Nexis or any "Covered Area" means all geographical areas of their respective direct or indirect subsidiaries; (iii) the United States and foreign jurisdictions where the Company believes the rights to its intellectual property may have an interest in any person engaged in been violated. Notwithstanding the Restricted Activity in any capacity, including, without limitation, as a partner, shareholder, officer, director, principal, agent, employee, trustee or consultant or any other relationship or capacity; provided, however foregoing, the Executive may own own shares of companies whose securities are publicly traded, directly or indirectly, solely so long as an investment, such securities do not constitute more than ten percent (10%) of the outstanding securities of any person which are publicly traded if the Executive (a) is not a controlling person of, or a member of a group which controls, such person, and (b) does not, directly or indirectly, own 1% or more of any class of securities of such person; or (iv) interfere with business relationships (whether formed heretofore or hereafter) between the Company or any of its affiliates and customers or suppliers of the Company or any of its affiliates. The term "Restricted Period" shall mean the period ending on the date that is (x) with respect to clause (ii) of this Section 5(A), eighteen (18) months following the end of the Executive's employment by the Company (or any affiliate of the Company) whether or not pursuant to this Agreement and (y) with respect to clauses (i), (iii) and (iv) of this Section 5(A), twelve (12) months following the end of the Executive's employment by the Company (or any affiliates of the Company) whether or not pursuant to this Agreement company.

Appears in 3 contracts

Samples: Executive Employment Agreement (MGT Capital Investments Inc), Executive Employment Agreement (MGT Capital Investments Inc), Executive Employment Agreement (MGT Capital Investments Inc)

Non-Compete. During the term of this Agreement and for a period of twenty-four (24) months following the termination of Employee's employment with the Company, whether Employee's employment terminates pursuant to the provisions of Paragraph 5 of this Agreement or otherwise (collectively, the "Restricted Period (as hereinafter defined Period"), Employee covenants and agrees that she will not, without the Executive shall not express approval of the Board of Directors, anywhere in the continental United States of America, or engage in any foreign country, business directly or indirectly, (i) engage in the Restricted Activity for the benefit of any person or entity other than the Company as an individual, Thomson and their affiliated companies; (ii) be an employee or consultant of, or provide services to, Factiva or Lexus/Nexis or any of their respective direct or indirect subsidiaries; (iii) have an interest in any person engaged in the Restricted Activity in any capacity, including, without limitation, as a partner, shareholder, officer, director, principal, agent, employee, trustee or trustee, consultant or in any other relationship or capacity , if such business is competitive with the Company Business; provided, however, the Executive that Employee may own, directly or indirectly, solely as an investment, securities of any person which are publicly traded entity if the Executive Employee (a) is not a controlling person of, or a member of a group which controls, with respect to such person, entity and (b) does not, directly or indirectly, own 1% five percent or more of any class of the securities of such person; or (iv) interfere with business relationships (whether formed heretofore or hereafter) between the Company or any of its affiliates and customers or suppliers of the Company or any of its affiliates. The term "Restricted Period" shall mean the period ending on the date that is (x) with respect to clause (ii) of this Section 5(A), eighteen (18) months following the end of the Executive's employment by the Company (or any affiliate of the Company) whether or not pursuant to this Agreement and (y) with respect to clauses (i), (iii) and (iv) of this Section 5(A), twelve (12) months following the end of the Executive's employment by the Company (or any affiliates of the Company) whether or not pursuant to this Agreement entity.

Appears in 2 contracts

Samples: Employment Agreement (Bright Horizons Family Solutions Inc), Employment Agreement (Bright Horizons Family Solutions Inc)

Non-Compete. During the Restricted Period term of this Agreement ( including any renewal periods as hereinafter defined provided in Paragraph 5) and for a period of twenty-four (24) months following the termination of Executive's employment with the Company under this Agreement, whether Executive's employment terminates pursuant to the provisions of Paragraph 6 of this Agreement or otherwise (collectively, the "RESTRICTED PERIOD"), Executive covenants and agrees that he will not, without the Executive shall not express approval of the Board of Directors, directly or indirectly anywhere in the continental United States engage in any activity which is, or participate or invest in, or provide or facilitate the provision of America financing to, or assist (whether as owner, shareholder, member, partner, director, officer, trustee, employee, agent or consultant, or in any foreign country other capacity), directly any business, organization or indirectly person other than the Company (or any subsidiary or affiliate of the Company) whose business, activities, products or services (collectively, "BUSINESS ACTIVITIES") are competitive with either (i) any of the Business Activities conducted or offered by the Company or its subsidiaries or affiliates during any period in which Executive is employed by the Company or any of its subsidiaries or affiliates, or has served as a director of the Company, which Business Activities shall include in any event and without limitation providing software products and marketing, training, management, billing, collection and insurance brokerage services to entities in the business of purchasing or financing accounts receivable or in the factoring business, or (ii) any other Business Activities which the Company or its subsidiaries or affiliates conducts or offers on, or is actively planning and actually conducts or offers within twelve (12) months after the date Executive's employment with the Company terminates. Notwithstanding the foregoing, (i) engage competitive Business Activities shall not include Executive's activities in the Restricted Activity for the benefit of any person or entity other than the Company equipment leasing business, Thomson such as GE Capital, CIT, and their affiliated companies; Wells Fargo, and (ii) be an employee or consultant of, or provide services to, Factiva or Lexus/Nexis or any of their respective direct or indirect subsidiaries; (iii) have an interest in any person engaged in the Restricted Activity in any capacity, including, without limitation, as a partner, shareholder, officer, director, principal, agent, employee, trustee or consultant or any other relationship or capacity; provided, however, the Executive may own, directly or indirectly, solely as an investment, securities of any person which are publicly traded entity if the Executive (a) is not a controlling person of, or a member of a group which controls, with respect to such person, entity and (b) does not, directly or indirectly, own 1% five percent (5%) or more of any class of the securities of such person; or (iv) interfere with business relationships (whether formed heretofore or hereafter) between entity. Notwithstanding, the provisions contained in this Section 9.1 shall not be binding on the Executive if, during the Restricted Period, the Company or any of its affiliates and customers or suppliers of materially breaches the Company or any of its affiliates. The term "Restricted Period" shall mean the period ending on the date that is (x) with respect to clause (ii) terms of this Section 5(A) Agreement, eighteen (18) months following the end of the Executive's employment and such material breach is not cured by the Company within ten ( or any affiliate 10) days following receipt of a written notice from Executive which describes in detail the nature of the Company) whether or not pursuant to this Agreement and (y) with respect to clauses (i), (iii) and (iv) of this Section 5(A), twelve (12) months following the end of the Executive's employment by the Company (or any affiliates of the Company) whether or not pursuant to this Agreement material breach.

Appears in 2 contracts

Samples: Executive Employment Agreement (Private Business Inc), Executive Employment Agreement (Private Business Inc)

Non-Compete. During For a period of two (2) years from Closing Date, without the Restricted Period (as hereinafter defined) prior written permission of Focus Media, the Executive Selling Shareholder shall not in the United States of America, or in any foreign country PRC, directly or indirectly, ( i A) engage enter into the employ of or render any services to any person, engaged in the Restricted Activity for the benefit of any person a Competing Business; or entity other than the Company, Thomson and their affiliated companies; ( ii B) be an employee become associated with or consultant of, or provide services to, Factiva or Lexus/Nexis or any of their respective direct or indirect subsidiaries; (iii) have an interest interested in any person engaged in the Restricted Activity in any capacity Competing Business as an individual, including, without limitation, as a partner, shareholder, officer creditor, director , officer, principal, agent, employee shareholder, trustee trustee, consultant, advisor or consultant or in any other relationship or capacity . This Section 3 shall not be deemed to prohibit (i) the continued ownership of any equity or other interests in any company or other entity owned by such Selling Shareholder prior to the date hereof; (ii) the ownership of securities having no more than five percent of the outstanding voting power of any company that is listed on any securities exchange; or (iii) the acquisition after the date hereof of an equity interest in, or the rendering of services unrelated to a Competing Business to, any entity that derives 10% or less of its consolidated revenues from a Competing Business in the PRC; provided, however, in the Executive may own, directly or indirectly, solely as an investment, securities case of any person which are publicly traded if the Executive (a) is not a controlling person of, or a member each of a group which controls, such person, and (b) does not, directly or indirectly, own 1% or more of any class of securities of such person; or (iv) interfere with business relationships (whether formed heretofore or hereafter) between the Company or any of its affiliates and customers or suppliers of the Company or any of its affiliates. The term "Restricted Period" shall mean the period ending on the date that is (x) with respect to clause (ii) of this Section 5(A), eighteen (18) months following the end of the Executive's employment by the Company (or any affiliate of the Company) whether or not pursuant to this Agreement and (y) with respect to clauses (i), ( iii ii) and ( iv) of this Section 5(A iii), twelve (12) months following that such Selling Shareholder does not have a seat on the end board of the Executive's employment by the Company ( directors, or any affiliates committee thereof, on any such company, entity or Competing Business through any ownership or acquisition of the Company an equity interest or securities described in (i), (ii) whether or not pursuant to this Agreement and (iii) above.

Appears in 2 contracts

Samples: Share Purchase Agreement (Focus Media Holding LTD), Share Purchase Agreement (Focus Media Holding LTD)

Non-Compete. During A. Unless Executive’s employment is terminated by the Restricted Period Company as a result of an Involuntary Termination, Executive will not, for a period of one ( 1) year following the Date of Termination, either directly or indirectly, as hereinafter defined principal, agent, owner, employee, partner, investor, stockholder (other than solely as a holder of not more than 1% of the issued and outstanding shares of any public entity), the Executive shall not consultant, advisor or otherwise howsoever own, operate, carry on or engage in the United States operation of America, or have any financial interest in any foreign country or provide, directly or indirectly, (i) engage in financial assistance to or lend money to or guarantee the Restricted Activity for the benefit debts or obligations of any person Person carrying on or entity other than the Company, Thomson and their affiliated companies; (ii) be an employee or consultant of, or provide services to, Factiva or Lexus/Nexis or any of their respective direct or indirect subsidiaries; (iii) have an interest engaged in any person engaged in business that is similar to or competitive with the Restricted Activity in any capacity, including, without limitation, as a partner, shareholder, officer, director, principal, agent, employee, trustee or consultant or any other relationship or capacity; provided, however, the Executive may own, directly or indirectly, solely as an investment, securities of any person which are publicly traded if the Executive (a) is not a controlling person of, or a member of a group which controls, such person, and (b) does not, directly or indirectly, own 1% or more of any class of securities of such person; or (iv) interfere with business relationships (whether formed heretofore or hereafter) between conducted by the Company or any of its affiliates and customers or suppliers of the Company or any of its affiliates. The term "Restricted Period" shall mean the period ending on the date that is (x) subsidiaries, whether with respect to clause (ii) customers, sources of this Section 5(A), eighteen (18) months following the end of the Executive's employment by the Company ( supply or any affiliate of the Company) whether or not pursuant to this Agreement and (y) with respect to clauses (i), (iii) and (iv) of this Section 5(A), twelve (12) months following the end of the Executive's employment by the Company (or any affiliates of the Company) whether or not pursuant to this Agreement otherwise.

Appears in 2 contracts

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

Non-Compete. During the Employment Period and for two (2) years following the termination of Employee's employment hereunder, however caused (the "Restricted Period (as hereinafter defined Period"), the Executive Employee shall not in the United States of America, or in any foreign country not, directly or indirectly, ( i A) engage in within the Restricted Activity for the benefit State of any person or entity other than the Company Ohio, Thomson and their affiliated companies; ( ii B) be an employee or consultant of, or provide services to, Factiva or Lexus/Nexis or any of their respective direct or indirect subsidiaries; (iii) have an interest in any person other state in which Employer has actively engaged in the Restricted Activity Company Business during any part of the term of Employee's employment with Employer, and (C) with respect to any customer or supplier with whom Employer has had material dealings during any part of the term of Employee's employment with Employer, compete with Employer in any capacity manner, on behalf of himself or any other person, firm, business, corporation or other entity (each such other person, firm, business or other entity being referred to hereinafter as a "Person"), including, without limitation, that Employee shall not (i) engage in the Company Business for his own account; (ii) except for employment of Employee by Employer or an affiliate of Employer, enter the employ of, or render any services to, any Person engaged in the Company Business; (iii) request or instigate any account or customer of Employer to withdraw, diminish, curtail or cancel any of its business with Employer, or (iv) become interested in any Person engaged in the Company Business as a an owner, partner, shareholder, officer, director, licensor, licensee, principal, agent, employee, trustee or trustee, consultant or in any other relationship or capacity; provided, however, the Executive that Employee may own, directly or indirectly, solely as an investment, securities of any person corporation which are publicly publicly-traded if the Executive he ( a A) is not a controlling person of, or a member of a group which controls, such person corporation, and or ( b B) does not, directly or indirectly, own 1% or more of any class of securities of such person; or (iv) interfere with business relationships (whether formed heretofore or hereafter) between corporation. In the Company or event of Employee's breach of any provision of its affiliates and customers or suppliers this paragraph 9, the running of the Company or any Restricted Period shall be automatically tolled (i.e., no part of its affiliates. The term " the Restricted Period" Period shall mean the period ending on expire) from and after the date that is (x) with respect to clause (ii) of this Section 5(A), eighteen (18) months following the end of the Executive's employment by the Company (or any affiliate of the Company) whether or not pursuant to this Agreement and (y) with respect to clauses (i), (iii) and (iv) of this Section 5(A), twelve (12) months following the end of the Executive's employment by the Company (or any affiliates of the Company) whether or not pursuant to this Agreement first such breach.

Appears in 2 contracts

Samples: Employment Agreement (Liberty Self Stor Inc), Employment Agreement (Liberty Self Stor Inc)

Non-Compete. During The Executive hereby covenants and agrees that during the Restricted Period (as hereinafter defined) Term and for a period of one year following the Expiration Date, the Executive shall not in will not, without the United States prior written consent of America, or in any foreign country the Company, directly or indirectly, on his own behalf or in the service or on behalf of others, whether or 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 (whether as a shareholder, agent, joint venturer, security holder, trustee, partner, Executive, creditor lending credit or money for the purpose of establishing or operating any such business, partner or otherwise) with any Competing Business in the Covered Area. For the purpose of this Section 15 (a), (i) engage in “Competing Business” means the Restricted Activity for current business of the benefit of any person or entity other than the Company, Thomson Company and their affiliated companies; (ii) be an employee “Covered Area” means all geographical areas of the United States and other foreign jurisdictions where Company then has offices and/or sells its products directly or consultant of, or provide services to, Factiva or Lexus/Nexis or any of their respective direct or indirect subsidiaries; (iii) have an interest in any person engaged in indirectly through distributors and/or other sales agents. Notwithstanding the Restricted Activity in any capacity, including, without limitation, as a partner, shareholder, officer, director, principal, agent, employee, trustee or consultant or any other relationship or capacity; provided, however foregoing, the Executive may own own shares of companies whose securities are publicly traded, directly or indirectly, solely so -8- long as an investment, ownership of such securities do not constitute more than one percent (1%) of the outstanding securities of any person which are publicly traded if the Executive (a) is not a controlling person of, or a member of a group which controls, such person, and (b) does not, directly or indirectly, own 1% or more of any class of securities of such person; or (iv) interfere with business relationships (whether formed heretofore or hereafter) between the Company or any of its affiliates and customers or suppliers of the Company or any of its affiliates. The term "Restricted Period" shall mean the period ending on the date that is (x) with respect to clause (ii) of this Section 5(A), eighteen (18) months following the end of the Executive's employment by the Company (or any affiliate of the Company) whether or not pursuant to this Agreement and (y) with respect to clauses (i), (iii) and (iv) of this Section 5(A), twelve (12) months following the end of the Executive's employment by the Company (or any affiliates of the Company) whether or not pursuant to this Agreement company.

Appears in 2 contracts

Samples: Employment Agreement (Cardiff Oncology, Inc.), Employment Agreement (Cardiff Oncology, Inc.)

Non-Compete. During Other than performing duties for the Restricted Period Company and any of its affiliates during the Term and for a period of one ( as hereinafter defined) 1) year immediately following Executive’s separation of employment from Company, the Executive shall not in the United States of America, or in any foreign country compete, directly or indirectly, (i) engage in the Restricted Activity for the benefit of with any person business then being conducted or entity other than the Company, Thomson and their affiliated companies; (ii) be an employee or consultant of, or provide services to, Factiva or Lexus/Nexis or any of their respective direct or indirect subsidiaries; (iii) have an interest in any person engaged in the Restricted Activity in any capacity, including, without limitation, as a partner, shareholder, officer, director, principal, agent, employee, trustee or consultant or any other relationship or capacity; provided, however, the Executive may own, directly or indirectly, solely as an investment, securities of any person which are publicly traded if the Executive (a) is not a controlling person of, or a member of a group which controls, such person, and (b) does not, directly or indirectly, own 1% or more of any class of securities of such person; or (iv) interfere with business relationships (whether formed heretofore or hereafter) between developed by the Company or any of its affiliates without the prior written consent of the Company and customers the applicable Board. For purposes of this provision, the term “compete” shall mean the Executive rendering any advice or suppliers service, whether in association with or as an employee, stockholder, director, officer, consultant, independent contractor, partner, co-venturer, or investor (excluding any interest of Executive through investment of up to an aggregate of 3% in the equity or debt securities or equivalent partnership or other equity interest of any entity required to register under Section 12(g) of the Securities Exchange Act of 1934) to or on behalf of any organization conducting any business then competitive to that of the Company or any of its affiliates . The term "Restricted Period" shall mean the period ending on the date that is (x) with respect to clause (ii) of this Section 5(A), eighteen (18) months following the end of the Executive's employment by the Company (or any affiliate of the Company) whether or not pursuant to this Agreement and (y) with respect to clauses (i), (iii) and (iv) of this Section 5(A), twelve (12) months following the end of the Executive's employment by the Company (or any affiliates of the Company) whether or not pursuant to this Agreement .

Appears in 2 contracts

Samples: Employment Agreement (Newmont Mining Corp /De/), Employment Agreement (Newmont Mining Corp /De/)

Non-Compete. During The Employee hereby covenants and agrees that during the Restricted Period (as hereinafter defined) term of this Agreement, the Executive shall not in Employee will not, without the United States prior written consent of America, or in any foreign country the Company, directly or indirectly, on his own behalf or in the service or on behalf of others, whether or 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 (whether as a shareholder, agent, joint venturer, security holder, trustee, partner, consultant, creditor lending credit or money for the purpose of establishing or operating any such business, partner or otherwise) with any Competing Business in the Covered Area. For the purpose of this Agreement, (i) engage in “Competing Business” means the Restricted Activity for the benefit exploration, development, and production of any person or entity other than the Company, Thomson mineral resources and their affiliated companies; (ii) be an employee “Covered Area” means all geographical areas of the United States, South America, and other foreign jurisdictions where Company then has offices and/or sells its products directly or consultant of, or provide services to, Factiva or Lexus/Nexis or any of their respective direct or indirect subsidiaries; (iii) have an interest in any person engaged in indirectly through distributors and/or other sales agents. Notwithstanding the Restricted Activity in any capacity, including, without limitation, as a partner, shareholder, officer, director, principal, agent, employee, trustee or consultant or any other relationship or capacity; provided, however foregoing, the Executive Employee may own own shares of companies whose securities are publicly trades, directly or indirectly, solely so long as an investment, such securities do not constitute more than five percent (5%) of the outstanding securities of any person which are publicly traded if the Executive (a) is not a controlling person of, or a member of a group which controls, such person, and (b) does not, directly or indirectly, own 1% or more of any class of securities of such person; or (iv) interfere with business relationships (whether formed heretofore or hereafter) between the Company or any of its affiliates and customers or suppliers of the Company or any of its affiliates. The term "Restricted Period" shall mean the period ending on the date that is (x) with respect to clause (ii) of this Section 5(A), eighteen (18) months following the end of the Executive's employment by the Company (or any affiliate of the Company) whether or not pursuant to this Agreement and (y) with respect to clauses (i), (iii) and (iv) of this Section 5(A), twelve (12) months following the end of the Executive's employment by the Company (or any affiliates of the Company) whether or not pursuant to this Agreement company.

Appears in 2 contracts

Samples: Employment Agreement (Medefile International, Inc.), Employment Agreement (Medefile International, Inc.)

Non-Compete. During The Executive hereby covenants and agrees that during the Restricted Period term of this Agreement and, in the event of (a) Voluntary Termination (as hereinafter defined defined below) , or (b) termination by Company for Cause (as defined below) or Misconduct (as defined below), or (c) the expiration of the Employment Term as a result of Executive giving Company a Non-Renewal Notice for a period of one year following the end of the Employment Term, the Executive shall not in will not, without the United States prior written consent of America, or in any foreign country the Company, directly or indirectly, on his own behalf or in the service or on behalf of others, whether or 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 (whether as a shareholder, agent, joint venturer, security holder, trustee, partner, consultant, creditor lending credit or money for the purpose of establishing or operating any such business, partner or otherwise) with any Competing Business in the Covered Area. For the purpose of this Section 3.1, (i) engage in the Restricted Activity for the benefit of "Competing Business" means any person medical or health care company, any contract manufacturer, any research laboratory or other company or entity other than (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 Company, Thomson use of urine specimens and their affiliated companies; (ii) be an employee "Covered Area" means all geographical areas of the United States, Italy and other foreign jurisdictions where Company then has offices and/or sells its products directly or consultant of, or provide services to, Factiva or Lexus/Nexis or any of their respective direct or indirect subsidiaries; (iii) have an interest in any person engaged in indirectly through distributors and/or other sales agents. Notwithstanding the Restricted Activity in any capacity, including, without limitation, as a partner, shareholder, officer, director, principal, agent, employee, trustee or consultant or any other relationship or capacity; provided, however foregoing, the Executive may own own shares of companies whose securities are publicly traded, directly or indirectly, solely so long as an investment, ownership of such securities do not constitute more than one percent (1%) of the outstanding securities of any person which are publicly traded if the Executive (a) is not a controlling person of, or a member of a group which controls, such person, and (b) does not, directly or indirectly, own 1% or more of any class of securities of such person; or (iv) interfere with business relationships (whether formed heretofore or hereafter) between the Company or any of its affiliates and customers or suppliers of the Company or any of its affiliates. The term "Restricted Period" shall mean the period ending on the date that is (x) with respect to clause (ii) of this Section 5(A), eighteen (18) months following the end of the Executive's employment by the Company (or any affiliate of the Company) whether or not pursuant to this Agreement and (y) with respect to clauses (i), (iii) and (iv) of this Section 5(A), twelve (12) months following the end of the Executive's employment by the Company (or any affiliates of the Company) whether or not pursuant to this Agreement company.

Appears in 2 contracts

Samples: Executive Employment Agreement (Xenomics Inc), Executive Employment Agreement (Xenomics Inc)

Non-Compete. During As an independent covenant, and in order to enforce the provision of Section 3.1.2 hereof and the other provisions of this Agreement, the Executive agrees that he shall not during the Restricted Period (as hereinafter defined), the Executive shall not directly or indirectly (except in the United States Executive's capacity as an officer of America, the Company or in any foreign country, directly or indirectly of its subsidiaries), (i) engage or participate in the Restricted Activity for the benefit of any person or entity other than the Company, Thomson and their affiliated companies Company Business; (ii) be an employee divert, take or consultant of, solicit any offshore drilling business of any customer of the Company or provide services to, Factiva or Lexus/Nexis or any of their respective direct or indirect its subsidiaries; (iii) have an interest in enter the employ of, or render any other services to, any person engaged in the Restricted Activity Company Business except as permitted hereunder; or (iii) become interested in any such person in any capacity, including, without limitation, as a an individual, partner, shareholder, lender, officer , member, manager, director, principal, agent, employee, agent or trustee or consultant or any other relationship or capacity except as permitted hereunder; provided , . however, that the Executive may own, directly or indirectly, solely as an investment, securities of any person which are publicly traded on any national securities exchange or listed on the National Association of Securities Dealers Automated Quotation System if the Executive (a) is not a controlling person of, or a member of a group which controls, such person, person and (b) the Executive does not, directly or indirectly, own 1 5% or more of any class of equity securities, or securities convertible into or exercisable or exchangeable for 5% or more of any class of equity securities, of such person ; or (iv) interfere with business relationships (whether formed heretofore or hereafter) between . As used in this Agreement, the Company or any of its affiliates and customers or suppliers of the Company or any of its affiliates. The term "Restricted Period" shall mean the a period ending commencing on the date that is (x) with respect to clause (ii) of this Section 5(A), eighteen (18) months following hereof and continuing until the end of the Executive's employment by Term and for such additional period thereafter, if any, during which the Company is obligated to pay the Severance Payments ( or any affiliate of the Company) whether or not pursuant to this Agreement and (y) with respect to clauses (i as hereinafter defined), (iii) and (iv) of this is making such payments, to the Executive as provided in Section 5(A), twelve (12) months following the end of the Executive's employment by the Company (or any affiliates of the Company) whether or not pursuant to this Agreement 4.3 hereof.

Appears in 2 contracts

Samples: Employment Agreement (Chiles Magellan LLC), Employment Agreement (Chiles Offshore LLC)

Non-Compete. During the Term and for a period of two years following the termination (whether for cause or otherwise) of the Executive's employment with the Company or any of its affiliates, (the "Restricted Period (as hereinafter defined Period"), the Executive shall not not, in the United States of America, America or in any foreign country, directly or indirectly, (i) engage in the Restricted Activity Company Business for the benefit of any person or entity other than the Company, Thomson and their affiliated companies his own account; (ii) be an employee or consultant enter the employ of, or provide render any services to, Factiva or Lexus/Nexis or any of their respective direct or indirect subsidiaries person engaged in such activities; and (iii) have an interest become interested in any person engaged in the Restricted Activity in any capacity Company Business, including, without limitation directly or indirectly, as a an individual, partner, shareholder, officer, director, principal, agent, employee, trustee or trustee, consultant or in any other relationship or capacity; provided, however, that the Executive may own, directly or indirectly, solely as an investment, securities of any person which are publicly traded on any national securities exchange or the NASDAQ National Market System if the Executive (a) is not a controlling person of, or a member of a group which controls, such person, and person or (b) does not, directly or indirectly, own 1% or more of any class of securities of such person ; or (iv) interfere with business relationships (whether formed heretofore or hereafter) between the Company or any of its affiliates and customers or suppliers of the Company or any of its affiliates. The term "Restricted Period" shall mean the period ending on the date that is (x) with respect to clause (ii) of this Section 5(A), eighteen (18) months following the end of the Executive's employment by the Company (or any affiliate of the Company) whether or not pursuant to this Agreement and (y) with respect to clauses (i), (iii) and (iv) of this Section 5(A), twelve (12) months following the end of the Executive's employment by the Company (or any affiliates of the Company) whether or not pursuant to this Agreement .

Appears in 2 contracts

Samples: Employment Agreement (Bogen Communications International Inc), Employment Agreement (Bogen Communications International Inc)

Non-Compete. During the term of the Principal's employment with the Buyer or with any affiliate of the Buyer, as successor in interest to the business of the Seller, and for a period of (1) as to Kieltyka, two years, and (2) as to Lareau, one year, following the later of (a) the termination (whether for cause or otherwise) of the Principal's employment with the Buyer or any of the Buyer's affiliates or (b) the end of the period with respect to which the Principal is compensated by the Buyer or any of the Buyer's affiliates through salary, bonus or otherwise (the "Restricted Period (as hereinafter defined Period"), the Executive Principal shall not and shall not cause the Seller to, and the Seller shall not, in the United States of America, America or in any foreign country, directly or indirectly , : (i) engage in the Restricted Activity Company Business for the benefit of any person Principal's or entity other than the Company, Thomson and their affiliated companies Seller's own account; (ii) be an employee or consultant enter the employ of, or provide render any services to, Factiva or Lexus/Nexis or any of their respective direct or indirect subsidiaries; (iii) have an interest in any person engaged in the Restricted Activity such activities; or (iii) become interested in any capacity such person as an individual, including, without limitation, as a partner, shareholder, officer, director, principal, agent, employee, trustee or trustee, consultant or in any other relationship or capacity; provided, however, that the Executive Principal may own, directly or indirectly, solely as an investment, securities of any person which are publicly traded on any national securities exchange if the Executive Principal ( a A) is not a controlling person of, or a member of a group which controls, such person, and person or ( b B) does not, directly or indirectly, own 1% or more of any class of securities of such person; or (iv) interfere and provided, further, however, that Kieltyka may own shares of Delta Speaker Systems, Inc. until and including December 31, 1997; and provided, further, that, after termination of his employment with business relationships (whether formed heretofore or hereafter) between the Company Buyer or any of its affiliates and customers or suppliers of the Company or any of its Buyer's affiliates . The term "Restricted Period" shall mean , Lareau may engage in the period ending on the date that is activities described in clauses ( x i) with respect to clause through ( ii iii) of this Section 5(A) 11.1.1 so long as, eighteen during the Restricted Period, he does not do any act that could reasonably be construed as, directly or indirectly, soliciting business from any person ( 18 a "Restricted Person") months following that is a customer of, or has been solicited for business by Lareau or otherwise by, the end Seller, the Buyer, or any of the Executive Seller's or the Buyer's affiliates during the final year of Lareau's term of employment with the Seller and/or the Buyer or any of the Buyer's affiliates; provided, however, that a person shall not be deemed a Restricted Person for purposes hereof if such person is a customer of a future employer of Lareau's prior to such future employer's employment by the Company (or any affiliate of the Company) whether or not pursuant to this Agreement and (y) with respect to clauses (i), (iii) and (iv) of this Section 5(A), twelve (12) months following the end of the Executive's employment by the Company (or any affiliates of the Company) whether or not pursuant to this Agreement Lareau.

Appears in 1 contract

Samples: Asset Purchase Agreement (Bogen Communications International Inc)

Non-Compete. During the Term and for a period of six (6) months following the Termination Date (the “Restricted Period (as hereinafter defined Period”), the Executive shall not in the United States of America not, individually or in any foreign country jointly, directly or indirectly, (i) engage in or assist others in engaging in the Business anywhere in the Restricted Activity for the benefit of any person or entity other than the Company, Thomson and their affiliated companies Territory; (ii ) be an employee or consultant of, or provide services to, Factiva or Lexus/Nexis or any of their respective direct or indirect subsidiaries; (iii ) have an interest in any person engaged Person that engages directly or indirectly in the Business in the Restricted Activity Territory in any capacity, including, without limitation, including as a partner, shareholder, officer member, director employee, principal, agent, employee trustee, trustee or consultant Executive; or (iii) intentionally interfere in any material respect with the business relationships (whether formed prior to or after the Start Date) between the Company and customers, suppliers, or other relationship or capacity; provided, however business relations of the Company. Notwithstanding the foregoing, the Executive may own, directly or indirectly, solely as an investment, securities of any person which are publicly Person traded if on any national securities exchange so long as the Executive (a) is not a controlling person Person of, or a member of a group which that controls, such person, Person and (b) does not, directly or indirectly, own 1 5% or more of any class of securities of such person; Person. This non-competition provision shall not apply if Executive is terminated without Cause or (iv) interfere with business relationships (whether formed heretofore or hereafter) between the Company or any of its affiliates and customers or suppliers of the Company or any of its affiliates. The term "Restricted Period" shall mean the period ending on the date that is (x) with respect to clause (ii) of this Section 5(A), eighteen (18) months following the end of the Executive's employment by the Company (or any affiliate of the Company) whether or not pursuant to this Agreement and (y) with respect to clauses (i), (iii) and (iv) of this Section 5(A), twelve (12) months following the end of the Executive's employment by the Company (or any affiliates of the Company) whether or not pursuant to this Agreement resigns for Good Reason.

Appears in 1 contract

Samples: Employment Agreement (MICT, Inc.)

Non-Compete. During For purposes of this Plan a Participant may not engage in any competitive practices or activity prior to or after Early Retirement or Normal Retirement for a period of two years, in an area within a 50-mile radius of any branch or location of the Restricted Period ( Corporation now or hereafter existing, without the express written consent of the Corporation. A Participant shall not divulge to any person, firm or corporation, or use on Participant's own behalf, any information, acquired by Participant during Participant's employment with the Corporation, concerning the Corporation's accounts, clients, customers, policyholders, expiration lists or business or information of any kind whatsoever owned by the Corporation. Furthermore, for purposes of this Plan, the Participant shall be deemed to compete with the Corporation, if as hereinafter defined) provided, the Executive shall not in the United States of America, or in any foreign country, directly or indirectly, Participant (i) engage in competes directly with the Restricted Activity for the benefit of any person or entity other than the Company, Thomson and their affiliated companies Corporation; (ii) be an employee is or consultant of, becomes financially or provide services to, Factiva or Lexus/Nexis or any of their respective direct or indirect subsidiaries; (iii) have an interest beneficially interested in any person engaged in and/or business who or which competes with the Restricted Activity in any capacity, including, without limitation, as a partner, shareholder, officer, director, principal, agent, employee, trustee or consultant or any other relationship or capacity Corporation; provided, however, the Executive may own, directly or indirectly, solely as an investment, securities ownership of any person which are publicly traded if the Executive not more than five percent ( a 5%) is not a controlling person of, or a member of a group which controls, such person, and (b) does not, directly or indirectly, own 1% or more of any class of securities of such person traded actively over-the-counter or through a stock exchange shall not violate this condition (ii); or ( iv iii) interfere acts directly or indirectly, as broker, consultant, agent, lender, guarantor or salesman for or on behalf of any person or business who or which competes with business relationships (whether formed heretofore or hereafter) between the Company or any of its affiliates and customers or suppliers of the Company or any of its affiliates Corporation. The term "Restricted Period" shall mean the period ending on the date that is (x) with respect to clause (ii) A violation of this Section 5(A), eighteen (18) months following paragraph shall cause the end of the Executive's employment by the Company (or any affiliate of the Company) whether or not pursuant Plan to this Agreement and (y) with respect to clauses (i), (iii) and (iv) of this Section 5(A), twelve (12) months following the end of the Executive's employment by the Company (or any affiliates of the Company) whether or not pursuant to this Agreement be terminated.

Appears in 1 contract

Samples: Heartland Financial Usa Inc

Non-Compete. During (a) Each of Seller and Parent covenants and agrees that for a period of two (2) years from the Closing Date (the “Restricted Period (as hereinafter defined Period”), the Executive shall not in the United States neither it nor any of America, or in any foreign country its Affiliates shall, directly or indirectly, (i) engage in the Restricted Activity for the benefit of any person or entity other than the Company, Thomson and their affiliated companies; (ii) be an employee or consultant of be, or provide become interested in, associated with or represent, or otherwise render assistance or services to, Factiva or Lexus/Nexis manage, operate, control or any of their respective direct or indirect subsidiaries; engage in ( iii) have as an interest in any person engaged in the Restricted Activity in any capacity, including, without limitation, as a partner, shareholder, officer, director, principal stockholder, partner, member, consultant, owner, employee, agent, employee creditor or otherwise), trustee any business or consultant Person that is then, or any other relationship or capacity which then proposes to become, a competitor of Buyer in the Business anywhere in the world; provided, however provided that, the Executive may own, directly foregoing shall not restrict Seller or indirectly Parent from the collective ownership, solely as an a passive investment, of securities of any person which are publicly traded business or Person if the Executive such ownership is ( a x) is not as a controlling person of of such business or Person, or (y) not as a member of a group which controls, that controls such person, business or Person and ( b z) does not, directly not as a direct or indirectly, own 1 indirect beneficial owner of 5% or more of any class of securities of such person business or Person; (ii) (x) induce or seek to influence any employee or contractor of Buyer or an Affiliate of Buyer to terminate his or her employment or relationship or, (y) hire or retain any employee or contractor of Buyer (or an Affiliate) or any former employee or contractor who was employed or retained by Buyer (or an Affiliate) during the prior 12 months; or ( iv iii) interfere induce or seek to influence any customer or account of Buyer to transact business with a competitor of Buyer with respect to the Business or not to do business relationships with Buyer; provided, however that the Restricted Period for Charles Garcia shall be the lesser of two ( whether formed heretofore 2) years or hereafter one (1) between year following the Company date of the termination of the Executive Employment Agreement; and provided, further that nothing set forth herein shall prevent Panco from continuing to conduct its business in the manner and in the geography in which it is conducted as of the date hereof. The Restricted Period shall be extended by the length of time during which Seller, Parent or any of its affiliates and customers or suppliers their respective Affiliates is in breach of the Company or any of its affiliates. The term "Restricted Period" shall mean the period ending on the date that is (x) with respect to clause (ii) provisions of this Section 5(A), eighteen (18) months following the end of the Executive's employment by the Company (or any affiliate of the Company) whether or not pursuant to this Agreement and (y) with respect to clauses (i), (iii) and (iv) of this Section 5(A), twelve (12) months following the end of the Executive's employment by the Company (or any affiliates of the Company) whether or not pursuant to this Agreement 7.7.

Appears in 1 contract

Samples: Asset Purchase Agreement (Vfinance Inc)

Non-Compete. During In light of each Member’s access to Confidential Information and position of trust and confidence with the Company, each Member hereby agrees that, so long as such Member owns Units (the “Restricted Period Period”), such Member shall not (i) render services or give advice to, or affiliate with (as hereinafter defined employee, partner, consultant or otherwise), the Executive shall not or (ii) directly or indirectly through one or more of any of their respective Affiliates, own, manage, operate, control or participate in the United States ownership, management, operation or control of, any Competitor or any division or business segment of America any Competitor; provided, that nothing in this Section 9.2(a) shall prohibit such Member from acquiring or in any foreign country owning, directly or indirectly, up to 2% of the aggregate voting securities of any Competitor that is a publicly traded Person; and provided, further, that the restrictions of this Section 9.2 shall cease to apply to a Service Provider who, within six months after a Sale of the Company, ceases to be a Service Provider of the Company by reason of (i) engage in the Restricted Activity for the benefit of any person or entity other than the Company ’s termination of the Service Provider’s employment with, Thomson and their affiliated companies; or other service to, the Company without Cause, or (ii) be an employee or consultant of the Service Provider’s termination of his employment with, or provide services other service to, Factiva or Lexus/Nexis or any of their respective direct or indirect subsidiaries; (iii) have an interest in any person engaged in the Restricted Activity in any capacity, including, without limitation, as a partner, shareholder, officer, director, principal, agent, employee, trustee or consultant or any other relationship or capacity; provided, however, the Executive may own, directly or indirectly, solely as an investment, securities of any person which are publicly traded if the Executive (a) is not a controlling person of, or a member of a group which controls, such person, and (b) does not, directly or indirectly, own 1% or more of any class of securities of such person; or (iv) interfere with business relationships (whether formed heretofore or hereafter) between the Company or any of its affiliates and customers or suppliers of the Company or any of its affiliates. The term "Restricted Period" shall mean the period ending on the date that is (x) with respect to clause (ii) of this Section 5(A), eighteen (18) months following the end of the Executive's employment by the Company (or any affiliate of the Company) whether or not pursuant to this Agreement and (y) with respect to clauses (i), (iii) and (iv) of this Section 5(A), twelve (12) months following the end of the Executive's employment by the Company (or any affiliates of the Company) whether or not pursuant to this Agreement for Good Reason.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Calavo Growers Inc)

Non-Compete. During he Executive hereby covenants and agrees that during the Restricted Period (as hereinafter defined) Term and for a period of one year following the Expiration Date, the Executive shall not in will not, without the United States prior written consent of America, or in any foreign country the Company, directly or indirectly, on Executive’s own behalf or in the service or on behalf of others, whether or 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 (whether as a shareholder, agent, joint venturer, security holder, trustee, partner, Executive, creditor lending credit or money for the purpose of establishing or operating any such business, partner or otherwise) with any Competing Business in the Covered Area. For the purpose of this Section 15 (a), (i) engage in “Competing Business” means the Restricted Activity for current business of the benefit of any person or entity other than the Company, Thomson Company and their affiliated companies; (ii) be an employee “Covered Area” means all geographical areas of the United States and other foreign jurisdictions where Company then has offices and/or sells its products directly or consultant of, or provide services to, Factiva or Lexus/Nexis or any of their respective direct or indirect subsidiaries; (iii) have an interest in any person engaged in indirectly through distributors and/or other sales agents. Notwithstanding the Restricted Activity in any capacity, including, without limitation, as a partner, shareholder, officer, director, principal, agent, employee, trustee or consultant or any other relationship or capacity; provided, however foregoing, the Executive may own own shares of companies whose securities are publicly traded, directly or indirectly, solely so long as an investment, ownership of such securities do not constitute more than one percent (1%) of the outstanding securities of any person which are publicly traded if the Executive (a) is not a controlling person of, or a member of a group which controls, such person, and (b) does not, directly or indirectly, own 1% or more of any class of securities of such person; or (iv) interfere with business relationships (whether formed heretofore or hereafter) between the Company or any of its affiliates and customers or suppliers of the Company or any of its affiliates. The term "Restricted Period" shall mean the period ending on the date that is (x) with respect to clause (ii) of this Section 5(A), eighteen (18) months following the end of the Executive's employment by the Company (or any affiliate of the Company) whether or not pursuant to this Agreement and (y) with respect to clauses (i), (iii) and (iv) of this Section 5(A), twelve (12) months following the end of the Executive's employment by the Company (or any affiliates of the Company) whether or not pursuant to this Agreement company.

Appears in 1 contract

Samples: Employment Agreement (Cardiff Oncology, Inc.)

Non-Compete. During From the Restricted Period date hereof through the later of ( as hereinafter defined) A) December 31, 2000 and (B) the last date through which the Employee is entitled to receive any payment or benefit hereunder, the Executive Employee shall not not, in the United States of America, or in any foreign country, directly or indirectly, ( i x) engage in a business for his own account that competes with the Restricted Activity for Business, (y) enter the benefit employ of or render any services to a person or entity other than that competes with the Company, Thomson and their affiliated companies; (ii) be an employee or consultant of Business, or provide services to, Factiva or Lexus/Nexis or any of their respective direct or indirect subsidiaries; ( iii z) have an interest in any person engaged in that competes with the Restricted Activity in Business, whether such interest is direct or indirect, and including any capacity, including, without limitation, interest as a partner, shareholder, officer trustee, director consultant, principal officer or similarly situated person (the foregoing activities specified in foregoing clauses (x), agent (y) and (z) being deemed engaging in a "competitive activity"); PROVIDED, employee HOWEVER, trustee or consultant or that in any other relationship or capacity; provided, however case, the Executive Employee may own , directly or indirectly , solely as an investment, securities of any person which that are publicly traded if the Executive Employee (a) is not a controlling person of, or a member of a group which controls, such person, and (b) does not, directly or indirectly, own 1 5% or more of any class of securities of such person ; or (iv) interfere with business relationships (whether formed heretofore or hereafter) between the Company or any of its affiliates and customers or suppliers of the Company or any of its affiliates . The term "Restricted Period" shall mean the period ending on After the date that which is the later of ( x) with respect to clause (ii) of this Section 5(A), eighteen (18) months following the end of the Executive's employment by the Company (or any affiliate of the Company) whether or not pursuant to this Agreement and (y) with respect to clauses (i), (iii A) and ( iv B) of this Section 5(A) in the preceding sentence, twelve (12) months following the end of Employee shall be free to engage in any lawful business activities, including activities directly competitive with the Executive's employment by the Company (or any affiliates of the Company) whether or not pursuant to this Agreement Business.

Appears in 1 contract

Samples: Employment Agreement (Travelcenters of America Inc)

Non-Compete. During the term of this Agreement (including any renewal periods as provided in Paragraph 5) and for a period of 12 months following the termination of Executive's employment with the Company, whether Executive's employment terminates pursuant to the provisions of Paragraph 6 of this Agreement or otherwise (collectively, the "Restricted Period (as hereinafter defined Period"), Executive covenants and agrees that he will not, without the Executive shall not express approval of the Board of Directors, directly or indirectly anywhere in the continental United States of America, or engage in any foreign country, business directly or indirectly, (i) engage in the Restricted Activity for the benefit of any person or entity other than the Company as an individual, Thomson and their affiliated companies; (ii) be an employee or consultant of, or provide services to, Factiva or Lexus/Nexis or any of their respective direct or indirect subsidiaries; (iii) have an interest in any person engaged in the Restricted Activity in any capacity, including, without limitation, as a partner, shareholder, officer, director, principal, agent, employee, trustee or trustee, consultant or in any other relationship or capacity , if such business is competitive with the Company Business and substantially injurious to the Company's financial interests; provided, however, the that Executive may own, directly or indirectly, solely as an investment, securities of any person which are publicly traded entity if the Executive (a) is not a controlling person of, or a member of a group which controls, with respect to such person, entity and (b) does not, directly or indirectly, own 1% five percent or more of any class of the securities of such person; or (iv) interfere with business relationships (whether formed heretofore or hereafter) between the Company or any of its affiliates and customers or suppliers of the Company or any of its affiliates. The term "Restricted Period" shall mean the period ending on the date that is (x) with respect to clause (ii) of this Section 5(A), eighteen (18) months following the end of the Executive's employment by the Company (or any affiliate of the Company) whether or not pursuant to this Agreement and (y) with respect to clauses (i), (iii) and (iv) of this Section 5(A), twelve (12) months following the end of the Executive's employment by the Company (or any affiliates of the Company) whether or not pursuant to this Agreement entity.

Appears in 1 contract

Samples: Employment Agreement (Envoy Corp /Tn/)

Non-Compete. During the Restricted Period (as hereinafter defined), The Executive hereby covenants and agrees that the Executive shall not in will not, without the United States prior written consent of America, or in any foreign country the Company, directly or indirectly, (i) engage in the Restricted Activity for the benefit of whether individually or through any person or entity other than the Company, Thomson and their affiliated companies; (ii) be an employee or consultant of, or provide services to, Factiva or Lexus/Nexis or any of their respective direct or indirect subsidiaries; (iii) have an interest in any person engaged in the Restricted Activity in any capacity, including, without limitation, as a partner, shareholder, officer, director, principal, agent, employee, trustee or consultant or any other relationship or capacity; provided, however, controlled by the Executive may own during the term of this Agreement and for a period of three (3) years from the termination of this Agreement, directly or indirectly, solely on his own behalf or in the service or on behalf of others, whether or 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 (whether as an investment a shareholder, agent, joint venturer, security holder, trustee, partner, consultant, creditor lending credit or money for the purpose of establishing or operating any such business, partner or otherwise) which is competitive with the then existing business of Company being conducted in the Covered Area, as defined hereinbelow. For the purpose of this Section 4.2, "Covered Area" shall mean all geographical areas of the United States and 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 companies whose securities are publicly traded, so long as such IgX Limited Executive Employment Agreement securities do not constitute more than one percent (1%) of the outstanding securities of any person which are publicly traded if the Executive (a) is not a controlling person of, or a member of a group which controls, such person, and (b) does not, directly or indirectly, own 1% or more of any class of securities of such person; or (iv) interfere with business relationships (whether formed heretofore or hereafter) between the Company or any of its affiliates and customers or suppliers of the Company or any of its affiliates. The term "Restricted Period" shall mean the period ending on the date that is (x) with respect to clause (ii) of this Section 5(A), eighteen (18) months following the end of the Executive's employment by the Company (or any affiliate of the Company) whether or not pursuant to this Agreement and (y) with respect to clauses (i), (iii) and (iv) of this Section 5(A), twelve (12) months following the end of the Executive's employment by the Company (or any affiliates of the Company) whether or not pursuant to this Agreement company.

Appears in 1 contract

Samples: Executive Employment Agreement (Igx Corp/De)

Non-Compete. During Subject to Section 9(a) hereof, the Restricted Period Employee agrees that during the term of the employment of Employee ( as hereinafter defined whether under this Agreement or otherwise), as extended, if extended, and for a period of twelve (12) months from and after the Executive shall not date of termination of this Agreement (other than by Employee for cause or by Employer without cause, as defined in 9 (a) below), Employee will not, directly or indirectly, own, manage, operate, join, control, be employed by, be engaged on an independent contractor basis, or participate in the ownership, management, operation, or control of, or be connected or affiliated in any manner with, any individual, corporation, partnership, or other entity, that is engaged in business directly or indirectly competitive to the then existing or contemplated business of the Employer within Canada or the United States of America, or ("the Restricted Area"). The Employee further agrees he shall not in any foreign country fashion, form or manner, either directly or indirectly, (i) engage in solicit the Restricted Activity Employer's customers or prospective customers for the benefit Employee’s own account or on behalf of any person individual or entity other than during the Company, Thomson and their affiliated companies; (ii) be an employee or consultant of, or provide services to, Factiva or Lexus/Nexis or any of their respective direct or indirect subsidiaries; (iii) have an interest in any person engaged in the Restricted Activity in any capacity, including, without limitation, as a partner, shareholder, officer, director, principal, agent, employee, trustee or consultant or any other relationship or capacity; provided, however, the Executive may own, directly or indirectly, solely as an investment, securities of any person which are publicly traded if the Executive (a) is not a controlling person of, or a member of a group which controls, such person, and (b) does not, directly or indirectly, own 1% or more of any class of securities of such person; or (iv) interfere with business relationships (whether formed heretofore or hereafter) between the Company or any of its affiliates and customers or suppliers of the Company or any of its affiliates. The term "Restricted Period" shall mean the period ending on the date that is (x) with respect to clause (ii) of this Section 5(A), eighteen (18) months following the end of the Executive's employment by the Company (or any affiliate of the Company) whether or not pursuant to this Agreement and (y) with respect to clauses (i), (iii) and (iv) of this Section 5(A), twelve (12) months following the end of the Executive's employment by the Company (or any affiliates of the Company) whether or not pursuant to this Agreement restricted period.

Appears in 1 contract

Samples: Employment Agreement (Green Global Investments, Inc.)

Non-Compete. During Each of the Restricted Period Founders and Mr. Xu undertakes to the Preferred Holders that commencing from the date of this Agreement until twenty-four ( as hereinafter defined), 24) months after the Executive shall not in earlier of (x) the United States of America, or in date he ceases to be employed by any foreign country Group Company and ceases to hold any ownership interest, directly or indirectly, in any Group Companies; and (y) the effective date of a Qualified Public Offering (the “Non-Competition Period”), he will not, without the prior written consent of the Preferred Holders, either on his own account or through any of his Affiliates, or in conjunction with or on behalf of any other Person, directly or indirectly: (i) carry out or engage in the Restricted Activity for the benefit any business in direct or indirect competition with, or become a shareholder, director, employee, partner, agent of any person Person whose principal business is in direct competition with, the principal businesses of the Group Companies on the date hereof or entity other on the date when the Non-Competition Period begins, provided, however, that the foregoing restrictions shall not prohibit any of the Founders or Mr. Xu from acquiring or owning directly or indirectly, less than one percent (1%) of the Company, Thomson and their affiliated companies outstanding share capital of any Person whose equity securities are listed for trading on a national or international securities exchange; (ii) be an solicit or entice away or attempt to solicit or entice away from any Group Company, any Person, firm, company or organization who is a customer, client, representative, agent or correspondent of such Group Company or in the habit of dealing with such Group Company. The Company shall procure that each senior management employee will enter into a confidentiality and non-competition agreement in substantially the form of Exhibit II hereto. During the Non-Competition Period, in the event the principal business of any Person directly or consultant of, indirectly established or provide services to, Factiva or Lexus/Nexis or managed by any of their respective the Founders or Mr. Xu is in direct or indirect subsidiaries; (iii) have an interest in any person engaged in competition with the Restricted Activity in any capacity, including, without limitation, as a partner, shareholder, officer, director, principal, agent, employee, trustee or consultant or any other relationship or capacity; provided, however, principal businesses of the Executive may own, directly or indirectly, solely as an investment, securities of any person which are publicly traded if the Executive (a) is not a controlling person of, or a member of a group which controls Group Companies, such person Founder or Mr. Xu shall cause such Person, to disclose any relevant information to the Information Rights Holder upon request and (b) does not transfer such lawful business, directly or indirectly at a nominal price, own 1% or more of any class of securities of such person; or (iv) interfere with business relationships (whether formed heretofore or hereafter) between to the Company or any Subsidiary designated by the Company immediately. For the avoidance of its affiliates doubt and customers notwithstanding the foregoing, (i) the service by any Founder or suppliers Mr. Xu as a member of the Company board of directors (other than an executive director) of any Person or pursuant to temporary consulting arrangements with any Person and investments by any Founder as a financial investor in (and without such Founder devoting professional time to carry out the business operation of) any Person, shall not be deemed to be in breach of its affiliates. The term "Restricted Period" shall mean the period ending on the date that is (x) with respect to clause this Section 11.4, and (ii) of this Section 5(A), eighteen (18) months following the end of the Executive's employment 11.4 shall not prohibit Mr. Xu from engaging in businesses conducted by the Company ( HIGO Entities or prohibit Mr. Xu or any affiliate HIGO Entity from soliciting any employee specifically listed in the Carve-out Plan (which employees, for the avoidance of doubt, shall include without limitation any employee listed in any exhibit or schedule to the Company) whether or not pursuant to this Agreement and (y) with respect to clauses (i Carve-out Plan) , (iii) and (iv) of this Section 5(A), twelve (12) months following the end of the Executive's employment by the Company (or any affiliates of the Company) whether or not pursuant to this Agreement .

Appears in 1 contract

Samples: Shareholders Agreement (Meili Inc.)

Non-Compete. During The Executive hereby covenants and agrees that during the Restricted Period term of this Agreement and for a period of one ( as hereinafter defined) 1) year following the end of the Employment Term, the Executive shall not in will not, without the United States prior written consent of America, or in any foreign country the Company, directly or indirectly, on his own behalf or in the service or on behalf of others, whether or 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 (whether as a shareholder, agent, joint venture, security holder, trustee, partner, Executive, creditor lending credit or money for the purpose of establishing or operating any such business, partner or otherwise) with any Competing Business in the Covered Area. For the purpose of this Section 5.1, (i) engage “Competing Business” means any company engaged in the Restricted Activity for the benefit business of any person internet-based media or entity other than anything substantially similar to those of the Company , Thomson ; and their affiliated companies; (ii) be an employee or consultant of, or provide services to, Factiva or Lexus/Nexis or any “Covered Area” means all geographical areas of their respective direct or indirect subsidiaries; (iii) have an interest in any person engaged in the Restricted Activity in any capacity, including, without limitation, as a partner, shareholder, officer, director, principal, agent, employee, trustee or consultant or any other relationship or capacity; provided, however United States and foreign jurisdictions where the Company may operate. Notwithstanding the foregoing, the Executive may own, directly or indirectly, solely own shares of companies so long as an investment, such securities do not constitute more than ten percent (10%) of the outstanding securities of any person which are publicly traded if the Executive (a) is not a controlling person of, or a member of a group which controls, such person, and (b) does not, directly or indirectly, own 1% or more of any class of securities of such person; or (iv) interfere with business relationships (whether formed heretofore or hereafter) between the Company or any of its affiliates and customers or suppliers of the Company or any of its affiliates. The term "Restricted Period" shall mean the period ending on the date that is (x) with respect to clause (ii) of this Section 5(A), eighteen (18) months following the end of the Executive's employment by the Company (or any affiliate of the Company) whether or not pursuant to this Agreement and (y) with respect to clauses (i), (iii) and (iv) of this Section 5(A), twelve (12) months following the end of the Executive's employment by the Company (or any affiliates of the Company) whether or not pursuant to this Agreement company.

Appears in 1 contract

Samples: Executive Employment Agreement (China VTV LTD)

Non-Compete. During In light of each Member's access to Confidential Information and position of trust and confidence with the Company, each Member hereby agrees that, during the period of her or his ownership of Membership Interest or engagement with the Company and for a period of one (1) year, running consecutively, beginning on the last day of the Member owning Membership Interest or other engagement with the Company for any reason or no reason (the "Restricted Period Period"), such Member shall not (x) render services or give advice to, or affiliate with (as hereinafter defined employee, partner, consultant or otherwise), the Executive shall not or (y) directly or indirectly through one or more of any of their respective Affiliates, own, manage, operate, control or participate in the United States ownership, management, operation or control of, any Competitor of America the Company or any division or business segment of any Competitor; provided, that nothing in this Section shall prohibit such Member or any of his Permitted Transferees or any of their respective Affiliates from acquiring or owning, directly or indirectly: (i) up to 2% of the aggregate voting securities of any Competitor that is a publicly traded Person; or up to 2% of the aggregate voting securities of any Competitor that is not a publicly traded Person, so long as neither such Member nor any of its Permitted Transferees, directly or indirectly through one or more of their respective Affiliates, designates a member of the board of directors (or similar body) of such Competitor or its Affiliates or is granted any other governance rights with respect to such Competitor or its Affiliates (other than customary governance rights granted in connection with the ownership of debt securities). For purposes of this Section, "Competitor" means any foreign country other Person engaged, directly or indirectly, (i) engage in whole or in part, in the Restricted Activity for the benefit of any person same or entity other than similar business as the Company, Thomson and their affiliated companies; (ii) be an employee or consultant of, or provide services to, Factiva or Lexus/Nexis or any of their respective direct or indirect subsidiaries; (iii) have an interest in any person including those engaged in the Restricted Activity business of providing, coordinating, or selling luxury experiences, events, or providing luxury concierge services in any capacity, including, without limitation, as a partner, shareholder, officer, director, principal, agent, employee, trustee or consultant or any other relationship or capacity; provided, however, the Executive may own, directly or indirectly, solely as an investment, securities of any person which are publicly traded if the Executive (a) is not a controlling person of, or a member of a group which controls, such person, and (b) does not, directly or indirectly, own 1% or more of any class of securities of such person; or (iv) interfere with business relationships (whether formed heretofore or hereafter) between jurisdiction where the Company or any of its affiliates and customers or suppliers of the Company or any of its affiliates. The term "Restricted Period" shall mean the period ending on the date that is (x) with respect to clause (ii) of this Section 5(A), eighteen (18) months following the end of the Executive's employment by the Company (or any affiliate of the Company) whether or not pursuant to this Agreement and (y) with respect to clauses (i), (iii) and (iv) of this Section 5(A), twelve (12) months following the end of the Executive's employment by the Company (or any affiliates of the Company) whether or not pursuant to this Agreement. provides such services.‌

Appears in 1 contract

Samples: Operating Agreement

Non-Compete. During the Restricted Period (as hereinafter defined), the Executive shall not in the United States In light of America, or in any foreign country, directly or indirectly, (i) engage in the Restricted Activity for the benefit each Member’s access to Confidential Information and position of any person or entity other than trust and confidence with the Company, Thomson each Member hereby agrees that, during the period of his continued employment or other engagement with the Company or any Company Subsidiary and for a period of one (1) year, running consecutively, beginning on the last day of the Member’s employment or other engagement with the Company or any Company Subsidiary for any reason or no reason (the “Restricted Period”), such Member shall not (x) render services or give advice to, or affiliate with (as employee, partner, consultant or otherwise), or (y) directly or indirectly through one or more of any of their affiliated companies; (ii) be an employee respective Affiliates, own, manage, operate, control or consultant participate in the ownership, management, operation or control of, any Competitor or provide services to any division or business segment of any Competitor; provided, Factiva that nothing in this Section 11.02(a) shall prohibit such Member or Lexus/Nexis any of his Permitted Transferees or any of their respective direct Affiliates from acquiring or indirect subsidiaries; (iii) have an interest in any person engaged in the Restricted Activity in any capacity, including, without limitation, as a partner, shareholder, officer, director, principal, agent, employee, trustee or consultant or any other relationship or capacity; provided, however, the Executive may own owning, directly or indirectly , solely as an investment, securities of any person which are publicly traded if the Executive (a) is not a controlling person of, or a member of a group which controls, such person, and (b) does not, directly or indirectly, own 1% or more of any class of securities of such person; or (iv) interfere with business relationships (whether formed heretofore or hereafter) between the Company or any of its affiliates and customers or suppliers of the Company or any of its affiliates. The term "Restricted Period" shall mean the period ending on the date that is (x) with respect to clause (ii) of this Section 5(A), eighteen (18) months following the end of the Executive's employment by the Company (or any affiliate of the Company) whether or not pursuant to this Agreement and (y) with respect to clauses (i), (iii) and (iv) of this Section 5(A), twelve (12) months following the end of the Executive's employment by the Company (or any affiliates of the Company) whether or not pursuant to this Agreement. :

Appears in 1 contract

Samples: Limited Liability Company Operatng Agreement (Helpful Alliance Co)

Non-Compete. During As an independent covenant, and in order to enforce the provision of Section 3.1.2 hereof and the other provisions of this Agreement, the Executive agrees that he shall not during the Restricted Period (as hereinafter defined), the Executive shall not directly or indirectly (except in the United States Executive's capacity as an officer of America, the Company or in any foreign country, directly or indirectly of its subsidiaries), (i) engage or participate in the Restricted Activity for the benefit of any person or entity other than the Company, Thomson and their affiliated companies Company Business; (ii) be an employee divert, take or consultant of, solicit any offshore drilling business of any customer of the Company or provide services to, Factiva or Lexus/Nexis or any of their respective direct or indirect its subsidiaries; (iii) have an interest in enter the employ of, or render any other services to, any person engaged in the Restricted Activity Company Business except as permitted hereunder; or (iii) become interested in any such person in any capacity, including, without limitation, as a an individual, partner, shareholder, lender, officer , member, manager, director, principal, agent, employee, agent or trustee or consultant or any other relationship or capacity except as permitted hereunder; provided, however, that the Executive may own, directly or indirectly, solely as an investment, securities of any person which are publicly traded on any national securities exchange or listed on the National Association of Securities Dealers Automated Quotation System if the Executive (a) is not a controlling person of, or a member of a group which controls, such person, person and (b) the Executive does not, directly or indirectly, own 1 5% or more of any class of equity securities, or securities convertible into or exercisable or exchangeable for 5% or more of any class of equity securities, of such person ; or (iv) interfere with business relationships (whether formed heretofore or hereafter) between . As used in this Agreement, the Company or any of its affiliates and customers or suppliers of the Company or any of its affiliates. The term "Restricted Period" shall mean the a period ending commencing on the date that is (x) with respect to clause (ii) of this Section 5(A), eighteen (18) months following hereof and continuing until the end of the Executive's employment by Term and thereafter for the Severance Period (as hereinafter defined), if any, to the extent the Company is making the Severance Payments ( or any affiliate of as hereinafter defined) to the Company) whether or not pursuant to this Agreement and (y) with respect to clauses (i), (iii) and (iv) of this Section 5(A), twelve (12) months following the end of the Executive's employment by the Company (or any affiliates of the Company) whether or not pursuant to Executive as provided in this Agreement.

Appears in 1 contract

Samples: Employment Agreement (Ensco International Inc)

Non-Compete. During the term of this Agreement and for a period of twelve (12) months following the termination of Executive's employment with the Company, whether Executive's employment terminates pursuant to the provisions of Section 5 of this Agreement or otherwise (collectively, the "Restricted Period (as hereinafter defined Period"), Executive covenants and agrees that he will not, without the Executive shall not express approval of the Board or the Chairman of the Board, anywhere within a 10 mile radius of any facility owned or operated by the Company or any of its affiliates in the United States states of America Indiana and Ohio, or engage in any foreign country, business directly or indirectly, (i) engage in the Restricted Activity for the benefit of any person or entity other than the Company as an individual, Thomson and their affiliated companies; (ii) be an employee or consultant of, or provide services to, Factiva or Lexus/Nexis or any of their respective direct or indirect subsidiaries; (iii) have an interest in any person engaged in the Restricted Activity in any capacity, including, without limitation, as a partner, shareholder, officer, director, principal, agent, employee Executive, trustee or trustee, consultant or in any other relationship or capacity , if such business is competitive with the Company Business; provided, however, the that Executive may own, directly or indirectly, solely as an investment, securities of any person which are publicly traded entity if the Executive (a) is not a controlling person of, or a member of a group which controls, with respect to such person, entity and (b) does not, directly or indirectly, own one percent (1 % %) or more of the outstanding shares of any class of the securities of such person; or (iv) interfere with business relationships (whether formed heretofore or hereafter) between the Company or any of its affiliates and customers or suppliers of the Company or any of its affiliates. The term "Restricted Period" shall mean the period ending on the date that is (x) with respect to clause (ii) of this Section 5(A), eighteen (18) months following the end of the Executive's employment by the Company (or any affiliate of the Company) whether or not pursuant to this Agreement and (y) with respect to clauses (i), (iii) and (iv) of this Section 5(A), twelve (12) months following the end of the Executive's employment by the Company (or any affiliates of the Company) whether or not pursuant to this Agreement entity.

Appears in 1 contract

Samples: Employment Agreement (Marsh Supermarkets Inc)

Non-Compete. During The Executive hereby covenants and agrees that during the Restricted Period (as hereinafter defined) term of this Agreement and for a period of two years following the end of the Employment Term, the Executive shall not in will not, without the United States prior written consent of America, or in any foreign country the Company, directly or indirectly, on his own behalf or in the service or on behalf of others, whether or 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 (whether as a shareholder, agent, joint venture, security holder, trustee, partner, Executive, creditor lending credit or money for the purpose of establishing or operating any such business, partner or otherwise) with any Competing Business in the Covered Area. For the purpose of this Section 5.1, (i) engage “Competing Business” means any company engaged in the Restricted Activity for the benefit cyber security, information sharing and internet service businesses, substantially similar to those of any person or entity other than the Company , Thomson ; and their affiliated companies; (ii) be an employee or consultant of, or provide services to, Factiva or Lexus/Nexis or any “Covered Area” means all geographical areas of their respective direct or indirect subsidiaries; (iii) have an interest in any person engaged in the Restricted Activity in any capacity, including, without limitation, as a partner, shareholder, officer, director, principal, agent, employee, trustee or consultant or any other relationship or capacity; provided, however United States and foreign jurisdictions where the Company may operate. Notwithstanding the foregoing, the Executive may own, directly or indirectly, solely own shares of companies so long as an investment, such securities do not constitute more than ten percent (10%) of the outstanding securities of any person which are publicly traded if the Executive (a) is not a controlling person of, or a member of a group which controls, such person, and (b) does not, directly or indirectly, own 1% or more of any class of securities of such person; or (iv) interfere with business relationships (whether formed heretofore or hereafter) between the Company or any of its affiliates and customers or suppliers of the Company or any of its affiliates. The term "Restricted Period" shall mean the period ending on the date that is (x) with respect to clause (ii) of this Section 5(A), eighteen (18) months following the end of the Executive's employment by the Company (or any affiliate of the Company) whether or not pursuant to this Agreement and (y) with respect to clauses (i), (iii) and (iv) of this Section 5(A), twelve (12) months following the end of the Executive's employment by the Company (or any affiliates of the Company) whether or not pursuant to this Agreement company.

Appears in 1 contract

Samples: Executive Employment Agreement (MGT Capital Investments, Inc.)

Non-Compete. During the term of this Agreement and for a period of twelve (12) months following the termination of Employee's employment with the Company, whether Employee's employment terminates pursuant to the provisions of Paragraph 5 of this Agreement or otherwise (collectively, the "Restricted Period (as hereinafter defined Period"), Employee covenants and agrees that she will not, without the Executive shall not express approval of the Board of Directors, anywhere in the continental United States of America, or engage in any foreign country, business directly or indirectly, (i) engage in the Restricted Activity for the benefit of any person or entity other than the Company as an individual, Thomson and their affiliated companies; (ii) be an employee or consultant of, or provide services to, Factiva or Lexus/Nexis or any of their respective direct or indirect subsidiaries; (iii) have an interest in any person engaged in the Restricted Activity in any capacity, including, without limitation, as a partner, shareholder, officer, director, principal, agent, employee, trustee or trustee, consultant or in any other relationship or capacity , if such business is competitive with the Company Business; provided, however, the Executive that Employee may own, directly or indirectly, solely as an investment, securities of any person which are publicly traded entity if the Executive Employee (a) is not a controlling person of, or a member of a group which controls, with respect to such person, entity and (b) does not, directly or indirectly, own 1% five percent or more of any class of the securities of such person; or (iv) interfere with business relationships (whether formed heretofore or hereafter) between the Company or any of its affiliates and customers or suppliers of the Company or any of its affiliates. The term "Restricted Period" shall mean the period ending on the date that is (x) with respect to clause (ii) of this Section 5(A), eighteen (18) months following the end of the Executive's employment by the Company (or any affiliate of the Company) whether or not pursuant to this Agreement and (y) with respect to clauses (i), (iii) and (iv) of this Section 5(A), twelve (12) months following the end of the Executive's employment by the Company (or any affiliates of the Company) whether or not pursuant to this Agreement entity.

Appears in 1 contract

Samples: Employment Agreement (Bright Horizons Family Solutions Inc)

Non-Compete. During The Executive hereby covenants and agrees that during the Restricted Period (as hereinafter defined) Engagement Term and for a period of one year following the Expiration Date, the Executive shall not in will not, without the United States prior written consent of America, or in any foreign country the Company, directly or indirectly, on his own behalf or in the service or on behalf of others, whether or 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 (whether as a shareholder, agent, joint venturer, security holder, trustee, partner, Executive, creditor lending credit or money for the purpose of establishing or operating any such business, partner or otherwise) with any Competing Business in the Covered Area. For the purpose of this Section 14(a), (i) engage in the Restricted Activity for the benefit of “Competing Business” means any person or entity other than the Company, Thomson and their affiliated companies; (ii) be an employee or consultant of, or provide business competing with any products and/or services to, Factiva or Lexus/Nexis or any of their respective direct or indirect subsidiaries; (iii) have an interest in any person engaged in the Restricted Activity in any capacity, including, without limitation, as a partner, shareholder, officer, director, principal, agent, employee, trustee or consultant or any other relationship or capacity; provided, however, the Executive may own, directly or indirectly, solely as an investment, securities of any person which are publicly traded if the Executive (a) is not a controlling person of, or a member of a group which controls, such person, and (b) does not, directly or indirectly, own 1% or more of any class of securities of such person; or (iv) interfere with business relationships (whether formed heretofore or hereafter) between the Company or any of its affiliates and customers or suppliers of the Company or any its affiliates that exist or are in the process of its affiliates. The term "Restricted Period" shall mean being formed or acquired as of the period ending on the date that is (x) with respect to clause Expiration Date and (ii) “Covered Area” means all geographical areas of 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, any activities associated with MeaHealthXcel, LLC shall be excluded from this Section 5(A) 14(a) and the Executive may own shares of companies whose securities are publicly traded, eighteen so long as ownership of such securities do not constitute more than one percent ( 18 1%) months following the end of the Executive's employment by the Company (or outstanding securities of any affiliate of the Company) whether or not pursuant to this Agreement and (y) with respect to clauses (i), (iii) and (iv) of this Section 5(A), twelve (12) months following the end of the Executive's employment by the Company (or any affiliates of the Company) whether or not pursuant to this Agreement such company.

Appears in 1 contract

Samples: Executive Agreement (BioXcel Therapeutics, Inc.)

Non-Compete. During From and after the Restricted Period Closing and continuing for three ( as hereinafter defined) 3) years from the Effective Date, no Seller, nor any Affiliate of a Seller, shall do any one or more of the Executive shall not in the United States of America, or in any foreign country following, directly or indirectly : (i) engage or participate, anywhere in the continental United States or Canada, as an owner, partner, shareholder, consultant, or (without limitation by the specific enumeration of the foregoing) otherwise in any business engaged in the business of developing, marketing, or supporting any product which performs the same or substantially similar functions as the Programs (a "Competing Business"); or (ii) solicit any customer of Buyer which has been a customer of the Business within the past one (1) year to purchase from any source other than Buyer any product or service which is the same or substantially similar to the Programs. Notwithstanding the foregoing, the ownership by any Seller, or any Affiliate of a Seller, of up to five percent (5%) of the issued capital stock of any publicly traded company involved in a Competing Business by itself shall not constitute a violation of any provision of this Section 5.5. For purposes hereof, (i) engage in the Restricted Activity for the benefit of term "Affiliate" means, with respect to a particular person, any person or entity other than the Company which Controls that person, Thomson and their affiliated companies; (ii) be an employee or consultant of which that person Controls, or provide services to, Factiva or Lexus/Nexis or any of their respective direct or indirect subsidiaries; (iii) have an interest in any person engaged in the Restricted Activity in any capacity, including, without limitation, as a partner, shareholder, officer, director, principal, agent, employee, trustee or consultant or any other relationship or capacity which is under common Control with that person; provided, however, the Executive may own that any Affiliate of TIS, directly USA, or indirectly, solely as an investment, securities TCP shall specifically not include (A) Digital Electronics Corporation or its Affiliates; (B) any non-employee director of any person which are publicly traded if the Executive (a) is not a controlling person of, Seller or a member of a group which controls, such person, and (b) does not, directly or indirectly, own 1% or more of any class of securities of such person their respective Affiliates; or ( iv C) interfere with business relationships (whether formed heretofore or hereafter) between the Company or any employees of its affiliates any Seller, other than members of TCP's management team; and customers or suppliers of the Company or any of its affiliates. The term "Restricted Period" shall mean the period ending on the date that is (x) with respect to clause (ii) of this Section 5(A) the term "Control" means the power, eighteen (18) months following direct or indirect, to direct or cause the end direction of the Executive's employment by the Company ( management and policies of a person or any affiliate of the Company) whether entity through voting securities, contract, or not pursuant to this Agreement and (y) with respect to clauses (i), (iii) and (iv) of this Section 5(A), twelve (12) months following the end of the Executive's employment by the Company (or any affiliates of the Company) whether or not pursuant to this Agreement otherwise.

Appears in 1 contract

Samples: Asset Purchase Agreement (Total Control Products Inc)

Non-Compete. During 15.1 Unless otherwise agreed under Article 15.2 below, for a period of three (3) years commencing on the Closing Date (the “Restricted Period (as hereinafter defined Period”), the Executive Seller shall not, and shall not in the United States permit any of America, or in any foreign country its Affiliates to, directly or indirectly, (i) engage in or assist others in engaging in the Restricted Activity for Business in the benefit of any person or entity other than the Company, Thomson and their affiliated companies Territory; (ii ) be an employee or consultant of, or provide services to, Factiva or Lexus/Nexis or any of their respective direct or indirect subsidiaries; (iii ) have an interest in any person engaged Person that engages directly or indirectly in the Restricted Activity Business in the Territory in any capacity, including, without limitation, including as a partner, shareholder, officer member, director employee, principal, agent, employee, trustee or consultant consultant; or (iii) intentionally interfere in any other relationship material respect with the business relationships (whether formed prior to or capacity; provided, however after the date of this Agreement) between the Company and customers or suppliers of the Company. Notwithstanding the foregoing, the Executive Seller or its Affiliates may own, directly or indirectly, solely as an investment, securities of any person which are publicly Person traded on any national securities exchange if the Executive (a) Seller or such Affiliate is not a controlling person Person of, or a member of a group which controls, such person, Person and (b) does not, directly or indirectly, own 1 5% or more of any class of securities of such person; or (iv) interfere with business relationships (whether formed heretofore or hereafter) between the Company or any of its affiliates and customers or suppliers of the Company or any of its affiliates. The term "Restricted Period" shall mean the period ending on the date that is (x) with respect to clause (ii) of this Section 5(A), eighteen (18) months following the end of the Executive's employment by the Company (or any affiliate of the Company) whether or not pursuant to this Agreement and (y) with respect to clauses (i), (iii) and (iv) of this Section 5(A), twelve (12) months following the end of the Executive's employment by the Company (or any affiliates of the Company) whether or not pursuant to this Agreement Person.

Appears in 1 contract

Samples: G Iii Apparel Group LTD /De/

Non-Compete. During The Consultant hereby covenants and agrees that during the Restricted Period term of this Agreement and, in the event of (a) Voluntary Termination (as hereinafter defined defined below), the Executive shall not in the United States of America (b) termination by Company for Cause (as defined below) or Misconduct (as defined below), or in any foreign country (c) the expiration of the Consulting Term as a result of a Non-Renewal Notice for a period of one year following the end of the Consulting Term, the Consultant will not, without the prior written consent of the Company, directly or indirectly, on his own behalf or in the service or on behalf of others, whether or 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 (whether as a shareholder, agent, joint venturer, security holder, trustee, partner, consultant, creditor lending credit or money for the purpose of establishing or operating any such business, partner or otherwise) with any Competing Business in the Covered Area. For the purpose of this Section 3.1, (i) engage in the Restricted Activity for the benefit of "Competing Business" means any person medical or health care company, any contract manufacturer, any research laboratory or other company or entity other than (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 Company, Thomson use of urine specimens and their affiliated companies; (ii) be an employee "Covered Area" means all geographical areas of the United States, Italy and other foreign jurisdictions where Company then has offices and/or sells its products directly or consultant of, or provide services to, Factiva or Lexus/Nexis or any of their respective direct or indirect subsidiaries; (iii) have an interest in any person engaged in indirectly through distributors and/or other sales agents. Notwithstanding the Restricted Activity in any capacity, including, without limitation, as a partner, shareholder, officer, director, principal, agent, employee, trustee or consultant or any other relationship or capacity; provided, however foregoing, the Executive Consultant may own own shares of companies whose securities are publicly traded, directly or indirectly, solely so long as an investment, ownership of such securities do not constitute more than one percent (1%) of the outstanding securities of any person which are publicly traded if the Executive (a) is not a controlling person of, or a member of a group which controls, such person, and (b) does not, directly or indirectly, own 1% or more of any class of securities of such person; or (iv) interfere with business relationships (whether formed heretofore or hereafter) between the Company or any of its affiliates and customers or suppliers of the Company or any of its affiliates. The term "Restricted Period" shall mean the period ending on the date that is (x) with respect to clause (ii) of this Section 5(A), eighteen (18) months following the end of the Executive's employment by the Company (or any affiliate of the Company) whether or not pursuant to this Agreement and (y) with respect to clauses (i), (iii) and (iv) of this Section 5(A), twelve (12) months following the end of the Executive's employment by the Company (or any affiliates of the Company) whether or not pursuant to this Agreement company.

Appears in 1 contract

Samples: Consulting Agreement (Xenomics Inc)

Non-Compete. During the Restricted Period term of this Agreement and for a period of two ( 2) years following the termination of Executive's employment with the Company (including any renewal periods as hereinafter defined provided in Paragraph 4), whether Executive's employment terminates pursuant to the provisions of Paragraph 5 of this Agreement or otherwise (collectively, the "Restricted Period"), Executive shall not covenants and agrees that she will not, without the express approval of the Board of Directors, anywhere in the continental United States of America, or engage in any foreign country, directly or indirectly, (i) engage in the Restricted Activity for the benefit of any person or entity other than the Company, Thomson and their affiliated companies; (ii) be an employee or consultant of, or provide services to, Factiva or Lexus/Nexis or any of their respective direct or indirect subsidiaries; (iii) have an interest in any person engaged in the Restricted Activity in any capacity, including, without limitation business, as a an individual, partner, shareholder, officer, director, principal, agent, employee, trustee or trustee, consultant or in any other relationship or capacity , if such business is competitive with the Company Business; provided, however, the that Executive may own, directly or indirectly, solely as an investment, securities of any person which are publicly traded entity if the Executive (a) is not a controlling person of, or a member of a group which controls, with respect to such person, entity and (b) does not, directly or indirectly, own 1% five percent or more of any class of the securities of such person; or (iv) interfere with business relationships (whether formed heretofore or hereafter) between the Company or any of its affiliates and customers or suppliers of the Company or any of its affiliates. The term "Restricted Period" shall mean the period ending on the date that is (x) with respect to clause (ii) of this Section 5(A), eighteen (18) months following the end of the Executive's employment by the Company (or any affiliate of the Company) whether or not pursuant to this Agreement and (y) with respect to clauses (i), (iii) and (iv) of this Section 5(A), twelve (12) months following the end of the Executive's employment by the Company (or any affiliates of the Company) whether or not pursuant to this Agreement entity.

Appears in 1 contract

Samples: Employment Agreement (Envoy Corp /Tn/)

Non-Compete. During The Executive hereby covenants and agrees that during the Restricted Period (as hereinafter defined) term of this Agreement and for a period of one year following the end of the Employment Term, the Executive shall not in will not, without the United States prior written consent of America, or in any foreign country the Company, directly or indirectly, on his own behalf or in the service or on behalf of others, whether or 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 (whether as a shareholder, agent, joint venturer, security holder, trustee, partner, consultant, creditor lending credit or money for the purpose of establishing or operating any such business, partner or otherwise) with any Competing Business in the Covered Area. For the purpose of this Section 3.1, (i) engage “Competing Business” means any company or entity (whether or not organized for profit) that is engaged in the Restricted Activity for the benefit of photovoltaic or solar industry in any person or entity other than the Company, Thomson manner whatsoever and their affiliated companies; (ii) be an employee “Covered Area” means all geographical areas of the United States, Hungary, Germany, China and other foreign jurisdictions where Company then has offices and/or sells its products or consultant of, services directly or provide services to, Factiva or Lexus/Nexis or any of their respective direct or indirect subsidiaries; (iii) have an interest in any person engaged in indirectly through distributors and/or other sales agents. Notwithstanding the Restricted Activity in any capacity, including, without limitation, as a partner, shareholder, officer, director, principal, agent, employee, trustee or consultant or any other relationship or capacity; provided, however foregoing, the Executive may own own shares of companies whose securities are publicly trades, directly or indirectly, solely so long as an investment, such securities do not constitute more than one percent (1%) of the outstanding securities of any person which are publicly traded if the Executive (a) is not a controlling person of, or a member of a group which controls, such person, and (b) does not, directly or indirectly, own 1% or more of any class of securities of such person; or (iv) interfere with business relationships (whether formed heretofore or hereafter) between the Company or any of its affiliates and customers or suppliers of the Company or any of its affiliates. The term "Restricted Period" shall mean the period ending on the date that is (x) with respect to clause (ii) of this Section 5(A), eighteen (18) months following the end of the Executive's employment by the Company (or any affiliate of the Company) whether or not pursuant to this Agreement and (y) with respect to clauses (i), (iii) and (iv) of this Section 5(A), twelve (12) months following the end of the Executive's employment by the Company (or any affiliates of the Company) whether or not pursuant to this Agreement company.

Appears in 1 contract

Samples: Executive Employment Agreement (Solar Thin Films, Inc.)

Non-Compete. During The Executive hereby covenants and agrees that during the Restricted Period (as hereinafter defined) Engagement Term and for a period of 6 months following the Expiration Date, the Executive shall not in will not, without the United States prior written consent of America, or in any foreign country the Company, directly or indirectly, on his own behalf or in the service or on behalf of others, whether or 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 (whether as a shareholder, agent, joint venturer, security holder, trustee, partner, Executive, creditor lending credit or money for the purpose of establishing or operating any such business, partner or otherwise) with any Competing Business in the Covered Area. For the purpose of this Section 14(a), (i) engage “Competing Business” means any business competing with any products and/or services of the Company or its affiliates that exist or are in the Restricted Activity for process of being formed or acquired as of the benefit of any person or entity other than the Company, Thomson Expiration Date and their affiliated companies; (ii) be an employee “Covered Area” means all geographical areas of the United States and other foreign jurisdictions where Company then has offices and/or sells its products directly or consultant of, or provide services to, Factiva or Lexus/Nexis or any of their respective direct or indirect subsidiaries; (iii) have an interest in any person engaged in indirectly through distributors and/or other sales agents. Notwithstanding the Restricted Activity in any capacity, including, without limitation, as a partner, shareholder, officer, director, principal, agent, employee, trustee or consultant or any other relationship or capacity; provided, however foregoing, the Executive may own own shares of companies whose securities are publicly traded, directly or indirectly, solely so long as an investment, ownership of such securities do not constitute more than one percent (1%) of the outstanding securities of any person which are publicly traded if the Executive (a) is not a controlling person of, or a member of a group which controls, such person, and (b) does not, directly or indirectly, own 1% or more of any class of securities of such person; or (iv) interfere with business relationships (whether formed heretofore or hereafter) between the Company or any of its affiliates and customers or suppliers of the Company or any of its affiliates. The term "Restricted Period" shall mean the period ending on the date that is (x) with respect to clause (ii) of this Section 5(A), eighteen (18) months following the end of the Executive's employment by the Company (or any affiliate of the Company) whether or not pursuant to this Agreement and (y) with respect to clauses (i), (iii) and (iv) of this Section 5(A), twelve (12) months following the end of the Executive's employment by the Company (or any affiliates of the Company) whether or not pursuant to this Agreement company.

Appears in 1 contract

Samples: Executive Agreement (Aditx Therapeutics, Inc.)

Non-Compete. During the term of this Agreement and for a period of twelve months following the termination of Employee's employment with the Company, whether Employee's employment terminates pursuant to the provisions of Section 5 of this Agreement or otherwise (collectively, the "Restricted Period (as hereinafter defined Period"), Employee covenants and agrees that he will not, without the Executive shall not express approval of the Board, anywhere in the United States of America, or world engage in any foreign country, business directly or indirectly, (i) engage in the Restricted Activity for the benefit of any person or entity other than the Company as an individual, Thomson and their affiliated companies; (ii) be an employee or consultant of, or provide services to, Factiva or Lexus/Nexis or any of their respective direct or indirect subsidiaries; (iii) have an interest in any person engaged in the Restricted Activity in any capacity, including, without limitation, as a partner, shareholder, officer, director, principal, agent, employee, trustee or trustee, consultant or in any other relationship or capacity , if such business is competitive with the Company Business; provided, however, the Executive that Employee may own, directly or indirectly, solely as an investment, securities of any person which are publicly traded entity if the Executive Employee (a) is not a controlling person of, or a member of a group which controls, with respect to such person, entity and (b) does not, directly or indirectly, own 1% five percent or more of any class of the securities of such person; or (iv) interfere with business relationships (whether formed heretofore or hereafter) between the Company or any of its affiliates and customers or suppliers of the Company or any of its affiliates. The term "Restricted Period" shall mean the period ending on the date that is (x) with respect to clause (ii) of this Section 5(A), eighteen (18) months following the end of the Executive's employment by the Company (or any affiliate of the Company) whether or not pursuant to this Agreement and (y) with respect to clauses (i), (iii) and (iv) of this Section 5(A), twelve (12) months following the end of the Executive's employment by the Company (or any affiliates of the Company) whether or not pursuant to this Agreement entity.

Appears in 1 contract

Samples: Employment Agreement (Cti Molecular Imaging Inc)

Non-Compete. During The Executive agrees during the period commencing on the date hereof and ending (a) two (2) years following the conclusion of the Term for any reason other than due to the Company’s delivery of a Non-Extension Notice pursuant to Section 2 or (b) one (1) year following the conclusion of the Term due to the Company’s delivery of a Non-Extension Notice pursuant to Section 2 (the “Restricted Period (as hereinafter defined Period”), the Executive shall not in the United States of America, or in any foreign country to, directly or indirectly indirectly (including through any affiliate), as an individual proprietor, partner, shareholder, member, equity holder, officer, director, manager, employee, consultant, independent contractor, joint venturer, investor or lender or otherwise, compete with the business of Parent, the Company or their respective subsidiaries and affiliates as conducted on the date of the Executive’s termination of employment ( i) engage in the Restricted Activity for the benefit of any person “Business”), or entity (other than as a director, employee, agent, consultant, shareholder, member or manager of the Company Business, Thomson and their affiliated companies; (ii) be an employee or consultant of Parent, or provide services to, Factiva or Lexus/Nexis the Company or any of their respective direct subsidiaries or indirect subsidiaries; (iii affiliates) have as an interest in any person engaged in the Restricted Activity in any capacity individual proprietor, including, without limitation, as a partner, shareholder , member, equity holder, officer, director, principal, agent manager, employee, trustee consultant, independent contractor, joint venturer, investor or consultant lender or otherwise, participate in any other relationship business or capacity; provided enterprise engaged anywhere in the United States in the provision of any services that are the same as, however substantially similar to or competitive with the services that Parent, the Executive may own Company, directly or indirectly, solely as an investment, securities of any person which are publicly traded if the Executive (a) is not a controlling person of, or a member of a group which controls, such person, and (b) does not, directly or indirectly, own 1% or more of any class of securities of such person; or (iv) interfere with business relationships (whether formed heretofore or hereafter) between the Company or any of its their respective subsidiaries or affiliates and customers were designing, developing, selling or suppliers of providing, or actively planning to sell or provide, during the Company or any of its affiliates. The term "Restricted Period" shall mean the period ending on the date that is (x) with respect to clause (ii) of this Section 5(A), eighteen (18) months following the end of the Executive's employment by the Company (or any affiliate of the Company) whether or not pursuant to this Agreement and (y) with respect to clauses (i), (iii) and (iv) of this Section 5(A), twelve (12) months following preceding the end of the Executive's employment Term (each, a “Competing Business”). The foregoing restrictions shall not be construed to prohibit the ownership by the Company Executive of not more than one percent ( 1%) of any class of equity securities of any corporation having a class of equity securities registered pursuant to the Securities Exchange Act of 1934 that are publicly owned and regularly traded on any national securities exchange or over-the-counter market if such ownership represents a personal investment and the Executive does not either directly or indirectly in any affiliates way manage or exercise control of any such corporation, guarantee any of its financial obligations or otherwise take part in its business other than exercising the Executive’s rights as a shareholder, or seek to do any of the Company) whether or not pursuant foregoing. Notwithstanding the foregoing, if during the Restricted Period Parent, the Company and their respective subsidiaries and affiliates cease to this Agreement engage in a separately identifiable line of business, then the Restricted Period with respect to such line of business shall immediately terminate.

Appears in 1 contract

Samples: Employment Agreement (Home Point Capital Inc.)

Non-Compete. During Executive agrees that he will not, for a period of one year following the Restricted Period (as hereinafter defined), termination of his employment with the Executive shall not in the United States of America, or in any foreign country, directly or indirectly Company, (i) engage employ, associate in the Restricted Activity for the benefit of any person or entity other than business relationship with, endeavor to entice away from the Company, Thomson and their affiliated companies; CBI or any Subsidiary or otherwise interfere with any person who was an employee of or consultant to the Company, CBI or any Subsidiary of CBI during the three (3) month period preceding such termination or (ii) be an employee employed by, associated with or consultant of have any interest in, directly or provide services to indirectly (whether as principal, Factiva or Lexus/Nexis or any of their respective direct or indirect subsidiaries; (iii) have an interest in any person engaged in the Restricted Activity in any capacity, including, without limitation, as a partner, shareholder director, officer, director, principal, agent, employee, trustee consultant, partner, stockholder, trustee, manager or consultant otherwise), any company in the business of manufacturing or any other relationship or capacity; provided, however, the Executive may own, producing copper alloy rod which is directly or indirectly, solely as an investment, securities of any person which are publicly traded if the Executive (a) is not a controlling person of, or a member of a group which controls, such person, and (b) does not, directly or indirectly, own 1% or more of any class of securities of such person; or (iv) interfere competitive with business relationships (whether formed heretofore or hereafter) between the Company or any of its affiliates and customers Subsidiaries, or suppliers of any company which otherwise is directly competitive with the Company or any of its affiliates. The term Subsidiaries, in any geographical area in which the Company or its Subsidiaries engage in business at the time of such termination or in which any of them, prior to termination of Executive's employment, evidenced in writing, at any time during the six month period prior to such termination, its intention to engage in such business (any such company, a " Restricted Period Competing Business"); provided, 5 however, that the provisions of this Section 2(c) shall not apply in the event (i) the Company terminates Executive's employment with the Company other than for "Cause" shall mean the period ending on the date that is ( x as herein defined) with respect to clause or otherwise in violation of this Agreement or (ii) of Executive terminates this Section 5(A Agreement for Good Reason (as hereinafter defined) . Notwithstanding the foregoing, eighteen (18) months following the end Executive shall not be prohibited from owning one percent or less of the Executive's employment by the Company ( outstanding equity securities of any Competing Business whose equity securities are listed on a national securities exchange or publicly traded in any affiliate of the Company) whether or not pursuant to this Agreement and (y) with respect to clauses (i), (iii) and (iv) of this Section 5(A), twelve (12) months following the end of the Executive's employment by the Company (or any affiliates of the Company) whether or not pursuant to this Agreement over-the-counter market.

Appears in 1 contract

Samples: Employment Agreement (Chase Brass Industries Inc)

Non-Compete. During The Executive hereby covenants and agrees that during the Restricted Period (as hereinafter defined) term of this Agreement and for a period of two years following the end of the Employment Term, the Executive shall not in will not, without the United States prior written consent of America, or in any foreign country the Company, directly or indirectly, on his own behalf or in the service or on behalf of others, whether or 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 (whether as a shareholder, agent, joint venture, security holder, trustee, partner, Executive, creditor lending credit or money for the purpose of establishing or operating any such business, partner or otherwise) with any Competing Business in the Covered Area. For the purpose of this Section 5.1, (i) engage “Competing Business” means any company engaged in the Restricted Activity for the benefit mining of any person or entity Bitcoin and other than virtual currencies, substantially similar to those activities of the Company , Thomson ; and their affiliated companies; (ii) be an employee or consultant of, or provide services to, Factiva or Lexus/Nexis or any “Covered Area” means all geographical areas of their respective direct or indirect subsidiaries; (iii) have an interest in any person engaged in the Restricted Activity in any capacity, including, without limitation, as a partner, shareholder, officer, director, principal, agent, employee, trustee or consultant or any other relationship or capacity; provided, however United States and foreign jurisdictions where the Company may operate. Notwithstanding the foregoing, the Executive may own, directly or indirectly, solely own shares of companies so long as an investment, such securities do not constitute more than ten percent (10%) of the outstanding securities of any person which are publicly traded if the Executive (a) is not a controlling person of, or a member of a group which controls, such person, and (b) does not, directly or indirectly, own 1% or more of any class of securities of such person; or (iv) interfere with business relationships (whether formed heretofore or hereafter) between the Company or any of its affiliates and customers or suppliers of the Company or any of its affiliates. The term "Restricted Period" shall mean the period ending on the date that is (x) with respect to clause (ii) of this Section 5(A), eighteen (18) months following the end of the Executive's employment by the Company (or any affiliate of the Company) whether or not pursuant to this Agreement and (y) with respect to clauses (i), (iii) and (iv) of this Section 5(A), twelve (12) months following the end of the Executive's employment by the Company (or any affiliates of the Company) whether or not pursuant to this Agreement company.

Appears in 1 contract

Samples: Executive Employment Agreement (MGT Capital Investments Inc)

Non-Compete. During The Executive agrees that, during the Restricted Period Term of this Agreement and during the period of two ( as hereinafter defined 2) years following the termination of his employment with the Company pursuant to Section 9, subsections (a), (b), (c) or (d) of this Agreement, he will not, without the Executive shall not in written approval of the United States of America, or in any foreign country Company, directly or indirectly, (i) under any circumstances whatsoever, own, manage, operate, engage in, control or participate in the Restricted Activity for the benefit of any person ownership, management, operation or entity other than the Company, Thomson and their affiliated companies; (ii) be an employee or consultant control of, or provide services to, Factiva or Lexus/Nexis or any of their respective direct or indirect subsidiaries; (iii) have an interest be connected in any person engaged in the Restricted Activity in any capacity manner, including whether as an individual, without limitation, as a partner, shareholder stockholder, director, officer , director , principal, agent, employee employee or consultant, trustee or consultant or in any other relationship relation or capacity; provided capacity whatsoever, however, the Executive may own, directly or indirectly, solely as an investment, securities of with any person which are publicly traded if the Executive (a) is not a controlling person of, or a member of a group which controls, such person Competing Organization, and (b) does not will not in any such manner, directly compete with or indirectly solicit or call on any Customer, own 1% or more of wherever located, who was a Customer at any class of securities of such person; or (iv) interfere with business relationships (whether formed heretofore or hereafter) between the Company or any of its affiliates and customers or suppliers of the Company or any of its affiliates. The term "Restricted Period" shall mean time during the period ending on one year prior to the date that is (x) with respect to clause (ii) of this Section 5(A), eighteen (18) months following the end termination of the Executive's employment by the Company (or any affiliate of with the Company ) whether , for the purpose of inducing such Customer to purchase or not pursuant to lease a Competing Service. Notwithstanding the foregoing, nothing contained in this Agreement and Section 13 shall restrict the Executive from making any investment in any company, so long as such investment consists of no more than five percent ( y) with respect to clauses (i), (iii) and (iv 5%) of this Section 5(A), twelve (12) months following any class of equity securities of a company whose securities are traded on a national securities exchange or in the end of the Executive's employment by the Company (or any affiliates of the Company) whether or not pursuant to this Agreement over-the-counter market.

Appears in 1 contract

Samples: Employment Agreement (Beijing Med Pharm Corp)

Non-Compete. During the Restricted Period term of this Agreement ( including any renewal periods as hereinafter defined provided in Paragraph 5) and for a period of twenty-four (24) months following the termination of Executive's employment with the Company under this Agreement, whether Executive's employment terminates pursuant to the provisions of Paragraph 6 of this Agreement or otherwise (collectively, the "RESTRICTED PERIOD"), Executive covenants and agrees that he will not, without the Executive shall not express approval of the Board of Directors, directly or indirectly anywhere in the continental United States engage in any activity which is, or participate or invest in, or provide or facilitate the provision of America financing to, or assist (whether as owner, shareholder, member, partner, director, officer, trustee, employee, agent or consultant, or in any foreign country other capacity), directly any business, organization or indirectly person other than the Company (or any subsidiary or affiliate of the Company) whose business, activities, products or services (collectively, "Business Activities") are competitive with either (i) engage any of the Business Activities conducted or offered by the Company or its subsidiaries or affiliates during any period in which Executive is employed by the Company or any of its subsidiaries or affiliates, which Business Activities shall include in any event and without limitation providing software products and marketing, training, management, billing, collection and insurance brokerage services to entities in the Restricted Activity for business of purchasing or financing accounts receivable or in the benefit of any person factoring business, or entity other than the Company, Thomson and their affiliated companies; (ii) be an employee any other Business Activities which the Company or consultant of its subsidiaries or affiliates conducts or offers on, or provide services to is actively planning and actually conducts or offers within twelve (12) months after the date Executive's employment with the Company terminates. Notwithstanding the foregoing, Factiva or Lexus/Nexis or any of their respective direct or indirect subsidiaries; (iii) have an interest in any person engaged in the Restricted Activity in any capacity, including, without limitation, as a partner, shareholder, officer, director, principal, agent, employee, trustee or consultant or any other relationship or capacity; provided, however, the Executive may own, directly or indirectly, solely as an investment, securities of any person which are publicly traded entity if the Executive (a) is not a controlling person of, or a member of a group which controls, with respect to such person, entity and (b) does not, directly or indirectly, own 1% five percent (5%) or more of any class of the securities of such person; or (iv) interfere with business relationships (whether formed heretofore or hereafter) between the Company or any of its affiliates and customers or suppliers of the Company or any of its affiliates. The term "Restricted Period" shall mean the period ending on the date that is (x) with respect to clause (ii) of this Section 5(A), eighteen (18) months following the end of the Executive's employment by the Company (or any affiliate of the Company) whether or not pursuant to this Agreement and (y) with respect to clauses (i), (iii) and (iv) of this Section 5(A), twelve (12) months following the end of the Executive's employment by the Company (or any affiliates of the Company) whether or not pursuant to this Agreement entity.

Appears in 1 contract

Samples: Employment Agreement (Private Business Inc)

Non-Compete. During For purposes of this Plan a Participant may not engage in any competitive practices or activity prior to or after Early Retirement or Normal Retirement for a period of two years, in an area within a 50-mile radius of any branch or location of the Restricted Period ( Corporation now or hereafter existing, without the express written consent of the Corporation. A Participant shall not divulge to any person, firm or corporation, or use on Participant’s own behalf, any information, acquired by Participant during Participant’s employment with the Corporation, concerning the Corporation’s accounts, clients, customers, policyholders, expiration lists or business or information of any kind whatsoever owned by the Corporation. Furthermore, for purposes of this Plan, the Participant shall be deemed to compete with the Corporation, if as hereinafter defined) provided, the Executive shall not in the United States of America, or in any foreign country, directly or indirectly, Participant (i) engage in competes directly with the Restricted Activity for the benefit of any person or entity other than the Company, Thomson and their affiliated companies Corporation; (ii) be an employee is or consultant of, becomes financially or provide services to, Factiva or Lexus/Nexis or any of their respective direct or indirect subsidiaries; (iii) have an interest beneficially interested in any person engaged in and/or business who or which competes with the Restricted Activity in any capacity, including, without limitation, as a partner, shareholder, officer, director, principal, agent, employee, trustee or consultant or any other relationship or capacity Corporation; provided, however, the Executive may own, directly or indirectly, solely as an investment, securities ownership of any person which are publicly traded if the Executive not more than five percent ( a 5%) is not a controlling person of, or a member of a group which controls, such person, and (b) does not, directly or indirectly, own 1% or more of any class of securities of such person traded actively over-the-counter or through a stock exchange shall not violate this condition (ii); or ( iv iii) interfere acts directly or indirectly, as broker, consultant, agent, lender, guarantor or salesman for or on behalf of any person or business who or which competes with business relationships (whether formed heretofore or hereafter) between the Company or any of its affiliates and customers or suppliers of the Company or any of its affiliates Corporation. The term "Restricted Period" shall mean the period ending on the date that is (x) with respect to clause (ii) A violation of this Section 5(A), eighteen (18) months following paragraph shall cause the end of the Executive's employment by the Company (or any affiliate of the Company) whether or not pursuant Plan to this Agreement and (y) with respect to clauses (i), (iii) and (iv) of this Section 5(A), twelve (12) months following the end of the Executive's employment by the Company (or any affiliates of the Company) whether or not pursuant to this Agreement be terminated.

Appears in 1 contract

Samples: Dollar Life Insurance Plan (Heartland Financial Usa Inc)

Non-Compete. During As an independent covenant, and in order to enforce the provision of Section 3.1.2 hereof and the other provisions of this Agreement, the Executive agrees that he shall not during the Restricted Period (as hereinafter defined), the Executive shall not directly or indirectly (except in the United States Executive's capacity as an officer of America, the Company or in any foreign country, directly or indirectly of its subsidiaries), (i) engage or participate in the Restricted Activity for the benefit of any person or entity other than the Company, Thomson and their affiliated companies Company Business; (ii) be an employee divert, take or consultant of, solicit any offshore drilling business of any customer of the Company or provide services to, Factiva or Lexus/Nexis or any of their respective direct or indirect its subsidiaries; (iii) have an interest in enter the employ of, or render any other services to, any person engaged in the Restricted Activity Company Business except as permitted hereunder; or (iii) become interested in any such person in any capacity, including, without limitation, as a an individual, partner, shareholder, lender, officer , member, manager, director, principal, agent, employee, agent or trustee or consultant or any other relationship or capacity except as permitted hereunder; provided, however, that the Executive may own, directly or indirectly, solely as an investment, securities of any person which are publicly traded on any national securities exchange or listed on the National Association of Securities Dealers Automated Quotation System if the Executive (a) is not a controlling person of, or a member of a group which controls, such person, person and (b) the Executive does not, directly or indirectly, own 1 5% or more of any class of equity securities, or securities convertible into or exercisable or exchangeable for 5% or more of any class of equity securities, of such person ; or (iv) interfere with business relationships (whether formed heretofore or hereafter) between . As used in this Agreement, the Company or any of its affiliates and customers or suppliers of the Company or any of its affiliates. The term "Restricted Period" shall mean the a period ending commencing on the date that is (x) with respect to clause (ii) of this Section 5(A), eighteen (18) months following hereof and continuing until the end of the Executive's employment by Term and thereafter for the Severance Period (as hereinafter defined), if any, to the extent the Company is making the Severance Payments ( or any affiliate of as hereinafter defined) to the Company) whether or not pursuant to this Agreement and (y) with respect to clauses (i), (iii) and (iv) of this Section 5(A), twelve (12) months following the end of the Executive's employment by the Company (or any affiliates of the Company) whether or not pursuant to Executive as provided in this Agreement . . 3.1.2

Appears in 1 contract

Samples: Employment Agreement (Ensco International Inc)

Non-Compete. During The Executive hereby covenants and agrees that during the Restricted Period (as hereinafter defined) Term and for a period of one year following the Expiration Date, the Executive shall not in will not, without the United States prior written consent of America, or in any foreign country the Company, directly or indirectly, on Executive’s own behalf or in the service or on behalf of others, whether or 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 (whether as a shareholder, agent, joint venturer, security holder, trustee, partner, Executive, creditor lending credit or money for the purpose of establishing or operating any such business, partner or otherwise) with any Competing Business in the Covered Area. For the purpose of this Section 15 (a), (i) engage in “Competing Business” means the Restricted Activity for current business of the benefit of any person or entity other than the Company, Thomson Company and their affiliated companies; (ii) be an employee “Covered Area” means all geographical areas of the United States and other foreign jurisdictions where Company then has offices and/or sells its products directly or consultant of, or provide services to, Factiva or Lexus/Nexis or any of their respective direct or indirect subsidiaries; (iii) have an interest in any person engaged in indirectly through distributors and/or other sales agents. Notwithstanding the Restricted Activity in any capacity, including, without limitation, as a partner, shareholder, officer, director, principal, agent, employee, trustee or consultant or any other relationship or capacity; provided, however foregoing, the Executive may own own shares of companies whose securities are publicly traded, directly or indirectly, solely so long as an investment, ownership of such securities do not constitute more than one percent (1%) of the outstanding securities of any person which are publicly traded if the Executive (a) is not a controlling person of, or a member of a group which controls, such person, and (b) does not, directly or indirectly, own 1% or more of any class of securities of such person; or (iv) interfere with business relationships (whether formed heretofore or hereafter) between the Company or any of its affiliates and customers or suppliers of the Company or any of its affiliates. The term "Restricted Period" shall mean the period ending on the date that is (x) with respect to clause (ii) of this Section 5(A), eighteen (18) months following the end of the Executive's employment by the Company (or any affiliate of the Company) whether or not pursuant to this Agreement and (y) with respect to clauses (i), (iii) and (iv) of this Section 5(A), twelve (12) months following the end of the Executive's employment by the Company (or any affiliates of the Company) whether or not pursuant to this Agreement company.

Appears in 1 contract

Samples: Employment Agreement (Cardiff Oncology, Inc.)

Non-Compete. During the Restricted Period term of this Agreement ( as hereinafter defined including any renewal periods and extensions) and for a period of (12) twelve months following the termination of Executive's employment with the Company under this Agreement, whether Executive's employment terminates pursuant to the provisions of Paragraph 6 of this Agreement or otherwise (collectively, the "RESTRICTED PERIOD"), Executive covenants and agrees that he will not, without the express approval of the Company's Chief Executive shall not Officer or Board of Directors, directly or indirectly anywhere in the continental United States engage in any activity which is, or participate or invest in, or provide or facilitate the provision of America financing to, or assist (whether as owner, shareholder, member, partner, director, officer, trustee, employee, agent or consultant, or in any foreign country other capacity), directly any business, organization or indirectly, (i) engage in the Restricted Activity for the benefit of any person or entity other than the Company, Thomson and their affiliated companies; (ii) be an employee or consultant of, or provide services to, Factiva or Lexus/Nexis or any of their respective direct or indirect subsidiaries; (iii) have an interest in any person engaged in the Restricted Activity in any capacity, including, without limitation, as a partner, shareholder, officer, director, principal, agent, employee, trustee or consultant or any other relationship or capacity; provided, however, the Executive may own, directly or indirectly, solely as an investment, securities of any person which are publicly traded if the Executive (a) is not a controlling person of, or a member of a group which controls, such person, and (b) does not, directly or indirectly, own 1% or more of any class of securities of such person; or (iv) interfere with business relationships (whether formed heretofore or hereafter) between the Company or any of its affiliates and customers or suppliers of the Company or any of its affiliates. The term "Restricted Period" shall mean the period ending on the date that is (x) with respect to clause (ii) of this Section 5(A), eighteen (18) months following the end of the Executive's employment by the Company (or any subsidiary or affiliate of the Company) whether whose business, activities, products or not pursuant to this Agreement and services ( y collectively, "BUSINESS ACTIVITIES") are competitive with respect to clauses (i), (iii) and (iv) of this Section 5(A), twelve (12) months following the end of the Executive's employment by the Company (or any affiliates of the Company) whether or not pursuant to this Agreement. either:

Appears in 1 contract

Samples: Executive Employment Agreement of Pete Scully (Private Business Inc)

Non-Compete. During For a period of five years following the Closing (the "Restricted Period (as hereinafter defined Period"), such Seller (or any other entity 5% or more of the Executive beneficial ownership of which is held by such Seller alone or together with any of the other Sellers or related family members (a "Controlled Entity")) shall not anywhere in the United States of America, Current Market Area or in any foreign country, directly or indirectly, state contiguous thereto (i) engage in the Restricted Activity Business by owning or operating facilities in the United States for the benefit its own account, or (ii) become a partner, owner, principal, employee, consultant or agent of any person or entity other than the Company, Thomson and their affiliated companies; (ii) be an employee or consultant of, or provide services to, Factiva or Lexus/Nexis or any of their respective direct or indirect subsidiaries; (iii) have an interest in any person engaged in the Restricted Activity Business, except for employment or consulting services performed for the Buyer under the agreements referred to in any capacity, including, without limitation, as a partner, shareholder, officer, director, principal, agent, employee, trustee or consultant Sections 12(g) and 13(h) hereof or any other relationship amendments or capacity renewals thereof; provided, however, the Executive that Sam Scott may own, directly or indirectly, solely as an investment, securities of any person which are publicly traded if the Executive (a) is not a controlling person of, or a member of a group which controls, such person, and (b) does not, directly or indirectly, continue to own 1 no more than 20% or more of any class of securities of such person; or (iv) interfere with business relationships (whether formed heretofore or hereafter) between the Company or any of its affiliates and customers or suppliers of the Company or any equity of its affiliates. The term "Restricted Period" shall mean Sweetwater Homes, Inc. in accordance with the period ending on the date that is (x) with respect to clause (ii) of this Section 5(A), eighteen (18) months following the end terms of the Executive's employment by the Company (or any affiliate of the Company letter agreement described in Section 13(n) whether or not pursuant to this Agreement and (y) with respect to clauses (i), (iii) and (iv) of this Section 5(A), twelve (12) months following the end of the Executive's employment by the Company (or any affiliates of the Company) whether or not pursuant to this Agreement thereof.

Appears in 1 contract

Samples: Employment Agreement (General Housing Inc)

Non-Compete. During the Restricted Period term of this Agreement ( including any renewal periods as hereinafter defined provided in Paragraph 5) and for a period of twenty-four (24) months following the termination of Executive's employment with the Company under this Agreement, whether Executive's employment terminates pursuant to the provisions of Paragraph 6 of this Agreement or otherwise (collectively, the "RESTRICTED PERIOD"), Executive covenants and agrees that he will not, without the Executive shall not express approval of the Board of Directors, directly or indirectly anywhere in the continental United States engage in any activity which is, or participate or invest in, or provide or facilitate the provision of America financing to, or assist (whether as owner, shareholder, member, partner, director, officer, trustee, employee, agent or consultant, or in any foreign country other capacity), directly any business, organization or indirectly person other than the Company (or any subsidiary or affiliate of the Company) whose business, activities, products or services (collectively, "BUSINESS ACTIVITIES") are competitive with either (i) engage any of the Business Activities conducted or offered by the Company or its subsidiaries or affiliates during any period in which Executive is employed by the Company or any of its subsidiaries or affiliates, which Business Activities shall include in any event and without limitation providing software products and marketing, training, management, billing, collection and insurance brokerage services to entities in the Restricted Activity for business of purchasing or financing accounts receivable or in the benefit of any person factoring business, or entity other than the Company, Thomson and their affiliated companies; (ii) be an employee any other Business Activities which the Company or consultant of its subsidiaries or affiliates conducts or offers on, or provide services to is actively planning and actually conducts or offers within twelve (12) months after the date Executive's employment with the Company terminates. Notwithstanding the foregoing, Factiva or Lexus/Nexis or any of their respective direct or indirect subsidiaries; (iii) have an interest in any person engaged in the Restricted Activity in any capacity, including, without limitation, as a partner, shareholder, officer, director, principal, agent, employee, trustee or consultant or any other relationship or capacity; provided, however, the Executive may own, directly or indirectly, solely as an investment, securities of any person which are publicly traded entity if the Executive (a) is not a controlling person of, or a member of a group which controls, with respect to such person, entity and (b) does not, directly or indirectly, own 1% five percent (5%) or more of any class of the securities of such person; or (iv) interfere with business relationships (whether formed heretofore or hereafter) between the Company or any of its affiliates and customers or suppliers of the Company or any of its affiliates. The term "Restricted Period" shall mean the period ending on the date that is (x) with respect to clause (ii) of this Section 5(A), eighteen (18) months following the end of the Executive's employment by the Company (or any affiliate of the Company) whether or not pursuant to this Agreement and (y) with respect to clauses (i), (iii) and (iv) of this Section 5(A), twelve (12) months following the end of the Executive's employment by the Company (or any affiliates of the Company) whether or not pursuant to this Agreement entity.

Appears in 1 contract

Samples: Executive Employment Agreement (Private Business Inc)

Non-Compete. During the term of this Agreement and for a period of twenty-four (24) months following the termination of Employee's employment with the Company, whether Employee's employment terminates pursuant to the provisions of Paragraph 5 of this Agreement or otherwise (collectively, the "Restricted Period (as hereinafter defined Period"), Employee covenants and agrees that he will not, without the Executive shall not express approval of the Board of Directors, anywhere in the continental United States of America, or engage in any foreign country, business directly or indirectly, (i) engage in the Restricted Activity for the benefit of any person or entity other than the Company as an individual, Thomson and their affiliated companies; (ii) be an employee or consultant of, or provide services to, Factiva or Lexus/Nexis or any of their respective direct or indirect subsidiaries; (iii) have an interest in any person engaged in the Restricted Activity in any capacity, including, without limitation, as a partner, shareholder, officer, director, principal, agent, employee, trustee or trustee, consultant or in any other relationship or capacity , if such business is competitive with the Company Business; provided, however, the Executive that Employee may own, directly or indirectly, solely as an investment, securities of any person which are publicly traded entity if the Executive Employee (a) is not a controlling person of, or a member of a group which controls, with respect to such person, entity and (b) does not, directly or indirectly, own 1% five percent or more of any class of the securities of such person; or (iv) interfere with business relationships (whether formed heretofore or hereafter) between the Company or any of its affiliates and customers or suppliers of the Company or any of its affiliates. The term "Restricted Period" shall mean the period ending on the date that is (x) with respect to clause (ii) of this Section 5(A), eighteen (18) months following the end of the Executive's employment by the Company (or any affiliate of the Company) whether or not pursuant to this Agreement and (y) with respect to clauses (i), (iii) and (iv) of this Section 5(A), twelve (12) months following the end of the Executive's employment by the Company (or any affiliates of the Company) whether or not pursuant to this Agreement entity.

Appears in 1 contract

Samples: Employment Agreement (Bright Horizons Family Solutions Inc)

Non-Compete. During the Restricted Employment Period and continuing for a period ending two ( as hereinafter defined) 2) years following the termination of such Employment Period for any reason, the Executive Employee shall not in the United States of America, or in any foreign country, directly or indirectly, (i) engage own, manage, operate, control or participate in the ownership, management, operation or control of, a Restricted Activity for Business in the benefit of any person Territory (each as defined below), or entity other than the Company, Thomson and their affiliated companies; (ii) be an employee induce or consultant of, attempt to induce any established customer of the Company to cease or provide services to, Factiva decrease the level of doing business with the Company or Lexus/Nexis or any of their respective direct or indirect subsidiaries; (iii) have an interest and/or in any person engaged in way interfere with the Restricted Activity in relationship between any capacity such customer and the Company. Notwithstanding the foregoing, including, without limitation, as a partner, shareholder, officer, director, principal, agent, employee, trustee or consultant or any other relationship or capacity; provided, however, the Executive Employee may own, directly or indirectly, solely as an investment, securities of any person which are publicly company traded on any national securities exchange if the Executive (a) Employee is not a controlling person of, or a member of a group which controls, such person, person and (b) does not, directly or indirectly, own 1 3% or more of any class of securities of such person; or (iv) interfere with business relationships (whether formed heretofore or hereafter) between the Company or any Person. For purposes of its affiliates and customers or suppliers of the Company or any of its affiliates. The term " this Agreement, “Restricted Period" Business” shall mean (a) the period ending on the date that is (x) with respect to clause (ii) business of this Section 5(A), eighteen (18) months following the end of the Executive's employment providing on-line package shipping services as conducted by the Company in the ( 1) year period immediately preceding the date of employment termination to (b) small businesses and retail customers based within the United States and Canada (the “Territory”). For purposes hereof, “Person” means any natural person or any affiliate of the Company) whether or not pursuant to this Agreement and (y) with respect to clauses (i), (iii) and (iv) of this Section 5(A), twelve (12) months following the end of the Executive's employment by the Company (or any affiliates of the Company) whether or not pursuant to this Agreement business entity.

Appears in 1 contract

Samples: Employment Agreement (Paid Inc)

Non-Compete. During the Restricted Period (as hereinafter defined), the The Executive shall expressly covenants and agrees that he ----------- will not in the United States of America, or in any foreign country, directly or indirectly, (i) engage without the prior written consent of a majority of the Board, at any time while employed by the Company and for a period of one year following the date that the Executive's employment by the Company terminates for any reason, own, manage, operate, join, control, receive compensation or benefits from, or participate in the Restricted Activity for the benefit of any person ownership, management, operation, or entity other than the Company, Thomson and their affiliated companies; (ii) be an employee or consultant control of, or provide services to, Factiva be employed or Lexus/Nexis or any of their respective direct or indirect subsidiaries; (iii) have an interest be otherwise connected in any person engaged manner with, any business which directly or indirectly competes (as defined in the Restricted Activity in any capacity, including, without limitation, as a partner, shareholder, officer, director, principal, agent, employee, trustee or consultant or any other relationship or capacity; provided, however, following sentence) with the Executive may own, directly or indirectly, solely as an investment, securities of any person which are publicly traded if the Executive (a) is not a controlling person of, or a member of a group which controls, such person, and (b) does not, directly or indirectly, own 1% or more of any class of securities of such person; or (iv) interfere with business relationships (whether formed heretofore or hereafter) between the Company or any of its affiliates and customers or suppliers of the Company or any of its subsidiaries or affiliates , as conducted or planned by the Company or any subsidiary or affiliate during the Executive's employment; provided, however, that the foregoing shall not prohibit the Executive from acquiring, solely as an investment and through market purchases, securities of any entity which are registered under Section 12(b) or 12(g) of the Securities Exchange Act of 1934 and which are publicly traded, so long as the Executive is not part of any control group of such entity and such securities, if converted, do not constitute more than five percent (5%) of the outstanding voting power of that entity. The term "Restricted Period" shall mean the period ending on the date that is (x) with respect to clause (ii) For purposes of this Section 5(A 3(b), eighteen (18) months following "competes" means the end development, production, marketing or sale of the Executive's employment any opioid analgesic or opioid antagonist or other product or service discovered, developed, produced, marketed or sold by the Company (or to Executive's knowledge was under development by the Company or any affiliate of the Company its subsidiaries or affiliates) whether or not pursuant to this Agreement and (y) with respect to clauses (i), (iii) and (iv) of this Section 5(A), twelve (12) months following the end of during the Executive's employment by for any person other than the Company ( or its subsidiaries or affiliates or any affiliates of person other than the Company) whether Company or not pursuant to this Agreement its subsidiaries or affiliates.

Appears in 1 contract

Samples: Agreement (Adolor Corp)

Non-Compete. During the term of this Agreement and for a period of twelve (12) months following the termination of Employee's employment with the Company, whether Employee's employment terminates pursuant to the provisions of Paragraph 5 of this Agreement or otherwise (collectively, the "Restricted Period (as hereinafter defined Period"), Employee covenants and agrees that he will not, without the Executive shall not express approval of the Board of Directors, anywhere in the continental United States of America, or engage in any foreign country, business directly or indirectly, (i) engage in the Restricted Activity for the benefit of any person or entity other than the Company as an individual, Thomson and their affiliated companies; (ii) be an employee or consultant of, or provide services to, Factiva or Lexus/Nexis or any of their respective direct or indirect subsidiaries; (iii) have an interest in any person engaged in the Restricted Activity in any capacity, including, without limitation, as a partner, shareholder, officer, director, principal, agent, employee, trustee or trustee, consultant or in any other relationship or capacity , if such business is competitive with the Company Business; provided, however, the Executive that Employee may own, directly or indirectly, solely as an investment, securities of any person which are publicly traded entity if the Executive Employee (a) is not a controlling person of, or a member of a group which controls, with respect to such person, entity and (b) does not, directly or indirectly, own 1% five percent or more of any class of the securities of such person; or (iv) interfere with business relationships (whether formed heretofore or hereafter) between the Company or any of its affiliates and customers or suppliers of the Company or any of its affiliates. The term "Restricted Period" shall mean the period ending on the date that is (x) with respect to clause (ii) of this Section 5(A), eighteen (18) months following the end of the Executive's employment by the Company (or any affiliate of the Company) whether or not pursuant to this Agreement and (y) with respect to clauses (i), (iii) and (iv) of this Section 5(A), twelve (12) months following the end of the Executive's employment by the Company (or any affiliates of the Company) whether or not pursuant to this Agreement entity.

Appears in 1 contract

Samples: Employment Agreement (Bright Horizons Family Solutions Inc)