Common use of Non-Compete Clause in Contracts

Non-Compete. Employee agrees that while this Agreement is in effect and for the longer of (i) the Pay-out Period, or (ii) a one-year period after any termination of this Agreement (the “Restricted Period”), Employee will not, directly or indirectly, alone or with others, individually or through or by a corporate or other business entity in which he may be interested as a partner, member, shareholder, joint venturer, officer, director, employee or otherwise, own, manage, control, participate in, lend his name to, or render services to or for any business within the United States of America or Canada which is competitive with that of the Company’s primary lines of business, provided, however, that the foregoing shall not be deemed to prevent the ownership by Employee of up to two percent (2%) of any class of securities of any corporation which is regularly traded on any national securities exchange. For the purpose of this Agreement, a business activity competitive with the primary lines of business of the Company shall include the design, manufacture, marketing, sale, distribution or servicing of any of the following: high-speed optical detectors, terahertz devices, optoelectronic components, optoelectronic subsystems and systems, III-V materials, or optoelectronic semiconductor epilayer designs or structures or any other product and product group hereafter in development, manufactured, marketed, sold, distributed or serviced by the Company after the date hereof, but in each case which is the same as or similar to or competes with, or has a usage allied to, a product being actively developed, marketed, sold or distributed by the Company at any time during Employee’s final twelve (12) months of employment by the Company.

Appears in 4 contracts

Samples: Employment Agreement (Advanced Photonix Inc), Employment Agreement (Advanced Photonix Inc), Employment Agreement (Advanced Photonix Inc)

Non-Compete. Employee The Executive hereby covenants and agrees that while this Agreement is in effect and for during the longer of (i) the Pay-out Period, or (ii) a one-year period after any termination term of this Agreement ( and for a period of one year following the “Restricted Period”) end of the Employment Term, Employee the Executive will not , without the prior written consent of the Company, directly or indirectly, alone on his own behalf or with in the service or on behalf of others, individually 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 by a corporate parent entity or other business entity in which he may be interested (whether as a partner shareholder, member, shareholder agent, joint venturer, officer security holder, director trustee, employee partner, Executive, creditor lending credit or money for the purpose of establishing or operating any such business, partner or otherwise , own, manage, control, participate in, lend his name to, or render services to or for ) with any business within Competing Business in the United States of America or Canada which is competitive with that of the Company’s primary lines of business, provided, however, that the foregoing shall not be deemed to prevent the ownership by Employee of up to two percent (2%) of any class of securities of any corporation which is regularly traded on any national securities exchange Covered Area. For the purpose of this Agreement Section 3.1, a business activity competitive with the primary lines of business (i) “Competing Business” means any biotechnology or pharmaceutical company, any contract manufacturer, any research laboratory or other company or entity (whether or not organized for profit) that has, or is seeking to develop, one or more products or therapies that is related to azaspiranes and guanylyl cyclase receptor agonists and (ii) “Covered Area” means all geographical areas of the United States and foreign jurisdictions where the Company shall include then has offices and/or sells its products directly or indirectly through distributors and/or other sales agents. Notwithstanding the design foregoing, manufacture the Executive may own shares of companies whose securities are publicly trades, marketing, sale, distribution or servicing so long as such securities do not constitute more than one percent (1%) of the outstanding securities of any of the following: high-speed optical detectors, terahertz devices, optoelectronic components, optoelectronic subsystems and systems, III-V materials, or optoelectronic semiconductor epilayer designs or structures or any other product and product group hereafter in development, manufactured, marketed, sold, distributed or serviced by the Company after the date hereof, but in each case which is the same as or similar to or competes with, or has a usage allied to, a product being actively developed, marketed, sold or distributed by the Company at any time during Employee’s final twelve (12) months of employment by the Company such company.

Appears in 4 contracts

Samples: Executive Employment Agreement (Callisto Pharmaceuticals Inc), Executive Employment Agreement (Synergy Pharmaceuticals, Inc.), Executive Employment Agreement (Synergy Pharmaceuticals, Inc.)

Non-Compete. Employee agrees that while this Agreement is in effect and for a period of one (1) year immediately following the longer documented date of (i) the Pay-out Period, or (ii) a one-year period after any termination of this Agreement ( his relationship with the “Restricted Period”) Company for any reason, whether voluntary or involuntary, Employee will not, shall not either directly or indirectly indirectly in the geographical areas that the Company does business or has done business at the time of the Employee’s termination, alone engage or with others assist others in engaging in any business or enterprise (whether as owner, individually or through or by a corporate or other business entity in which he may be interested as a partner , member, shareholder, joint venturer , officer, director, employee employee, consultant, investor, lender or otherwise, own, manage, control, participate in, lend his name to, or render services to or for any business within except as the United States holder of America or Canada which not more than 1% of the outstanding stock of a publicly-held company) that is competitive with that of the Company’s primary lines of business, provided including but not limited to any business or enterprise that develops, however manufactures, markets, licenses, sells or provides any product or service that the foregoing shall not be deemed to prevent the ownership by Employee of up to two percent (2%) of competes with any class of securities of any corporation which is regularly traded on any national securities exchange. For the purpose of this Agreement, a business activity competitive with the primary lines of business of the Company shall include the design, manufacture, marketing, sale, distribution product or servicing of any of the following: high-speed optical detectors, terahertz devices, optoelectronic components, optoelectronic subsystems and systems, III-V materials, or optoelectronic semiconductor epilayer designs or structures or any other product and product group hereafter in development service developed, manufactured, marketed, sold licensed, distributed sold or serviced provided, or planned to be developed, manufactured, marketed, licensed, sold or provided, by the Company after the date hereof, but in each case which is the same as or similar to or competes with, or has a usage allied to, a product being actively developed, marketed, sold or distributed by the Company at any time during Employee’s final twelve (12) months of employment while Employee was employed by the Company . If Employee violates the provisions of any of the preceding paragraphs of this Section 4, Employee shall continue to be bound by the restrictions set forth in such paragraph until a period of one (1) year has expired without any violation of such provisions.

Appears in 4 contracts

Samples: Restricted Stock Agreement (Freedom Leaf Inc.), Restricted Stock Agreement (Freedom Leaf Inc.), Restricted Stock Agreement (Freedom Leaf Inc.)

Non-Compete. The Employee hereby covenants and agrees that while the Employee will not, without the prior written consent of the Company, directly or by assisting others, whether individually or through any entity controlled by the Employee, during the term of this Agreement is in effect and for a period of six months after the longer of (i) the Pay-out Period, or (ii) a one-year period after any termination of this Agreement for any reason (the “Restricted "Restrictive Period "), Employee will not, directly on Employee's own behalf or indirectly, alone in the service or with on behalf of others, individually whether or through not for compensation, engage in any activity that involves designing, developing, manufacturing, leasing, selling or by a corporate or other business entity operating electronic gaming machines in which he may be interested as a partner, member, shareholder, joint venturer, officer, director, employee or otherwise, own, manage, control, participate in, lend his name to, or render services to or for any business within state of the United States of America or Canada which is competitive with that where the Company, as of the effective date of this Employment Agreement, is engaged in the business of designing, developing, manufacturing, leasing, selling or operating electronic gaming machines or in any country outside of the United States where the Company ’s primary lines , as of the effective date of this Employment Agreement, is engaged in the business of designing, developing, manufacturing, leasing, selling or operating electronic gaming machines. In addition, during the Restrictive Period, the Employee shall not have any controlling interest in any person, firm, corporation or business, provided through a subsidiary or parent entity or other entity which engages in designing, however developing, that manufacturing, leasing, selling or operating electronic gaming machines. Notwithstanding the foregoing shall foregoing, the Employee may own shares of other competing companies the securities of which are publicly traded, so long as such securities do not be deemed to prevent constitute five percent or more of the ownership by Employee of up to two percent (2%) of any class of outstanding securities of any corporation which is regularly traded on any national securities exchange. For the purpose of this Agreement, a business activity competitive with the primary lines of business of the Company shall include the design, manufacture, marketing, sale, distribution or servicing of any of the following: high-speed optical detectors, terahertz devices, optoelectronic components, optoelectronic subsystems and systems, III-V materials, or optoelectronic semiconductor epilayer designs or structures or any other product and product group hereafter in development, manufactured, marketed, sold, distributed or serviced by the Company after the date hereof, but in each case which is the same as or similar to or competes with, or has a usage allied to, a product being actively developed, marketed, sold or distributed by the Company at any time during Employee’s final twelve (12) months of employment by the Company such company.

Appears in 3 contracts

Samples: Employment Agreement (Leisure Time Casinos & Resorts Inc), Employment Agreement (Leisure Time Casinos & Resorts Inc), Employment Agreement (Leisure Time Casinos & Resorts Inc)

Non-Compete. Employee agrees that while this Agreement is in effect and for the longer of (i) the Pay- out Out Period, or (ii) a one-year period after any termination of this Agreement (the “Restricted Period”), Employee will not, directly or indirectly, alone or with others, individually or through or by a corporate or other business entity in which he may be interested as a partner, member, shareholder, joint venturer, officer, director, employee or otherwise, own, manage, control, participate in, lend his name to, or render services to or for any business within the United States of America or Canada which is competitive with that of the Company’s primary lines of business, provided, however, that the foregoing shall not be deemed to prevent the ownership by Employee of up to two percent (2%) of any class of securities of any corporation which is regularly traded on any national securities exchange. For the purpose of this Agreement, a business activity competitive with the primary lines of business of the Company shall include the design, manufacture, marketing, sale, distribution or servicing of any of the following: high-speed optical detectors, terahertz devices, optoelectronic components, optoelectronic subsystems and systems, III-V materials, or optoelectronic and semiconductor epilayer designs or and structures or and any other product and or product group hereafter in development, manufactured, marketed, sold, distributed or serviced by the Company after the date hereof, but in each case which is the same as or similar to or competes with, or has a usage allied to, a product being actively developed, marketed, sold or distributed by the Company at any time during Employee’s final twelve (12) months of employment by the Company.

Appears in 3 contracts

Samples: Employment Agreement (Advanced Photonix Inc), Employment Agreement (Advanced Photonix Inc), Employment Agreement (Advanced Photonix Inc)

Non-Compete. Employee The Executive hereby covenants and agrees that while this Agreement is in effect and for during the longer of (i) the Pay-out Period, or (ii) a one-year period after any termination term of this Agreement ( and for a period of one year following the “Restricted Period”) end of the Employment Term, Employee the Executive will not , without the prior written consent of the Company, directly or indirectly, alone on her own behalf or with in the service or on behalf of others, individually 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 by a corporate parent entity or other business entity in which he may be interested (whether as a partner shareholder, member, shareholder agent, joint venturer, officer security holder, director trustee, employee partner, consultant, creditor lending credit or money for the purpose of establishing or operating any such business, partner or otherwise , own, manage, control, participate in, lend his name to, or render services to or for ) with any business within Competing Business in the United States of America or Canada which is competitive with that of the Company’s primary lines of business, provided, however, that the foregoing shall not be deemed to prevent the ownership by Employee of up to two percent (2%) of any class of securities of any corporation which is regularly traded on any national securities exchange Covered Area. For the purpose of this Agreement Section 3.1, a business activity competitive with the primary lines of business (i) “Competing Business” means any biotechnology or pharmaceutical company, any contract manufacturer, any research laboratory or other company or entity (whether or not organized for profit) that has, or is seeking to develop, one or more products or therapies that is related to guanylyl cyclase receptor agonists and (ii) “Covered Area” means all geographical areas of the United States and foreign jurisdictions where Company shall include then has offices and/or sells its products directly or indirectly through distributors and/or other sales agents. Notwithstanding the design foregoing, manufacture the Executive may own shares of companies whose securities are publicly traded, marketing, sale, distribution or servicing so long as ownership of such securities do not constitute more than one percent (1%) of the outstanding securities of any of the following: high-speed optical detectors, terahertz devices, optoelectronic components, optoelectronic subsystems and systems, III-V materials, or optoelectronic semiconductor epilayer designs or structures or any other product and product group hereafter in development, manufactured, marketed, sold, distributed or serviced by the Company after the date hereof, but in each case which is the same as or similar to or competes with, or has a usage allied to, a product being actively developed, marketed, sold or distributed by the Company at any time during Employee’s final twelve (12) months of employment by the Company such company.

Appears in 3 contracts

Samples: Executive Employment Agreement (Synergy Pharmaceuticals, Inc.), Executive Employment Agreement (Synergy Pharmaceuticals, Inc.), Executive Employment Agreement (Synergy Pharmaceuticals, Inc.)

Non-Compete. Employee agrees that while this Agreement is in effect and for a period of twelve (12) months following the longer of (i) the Pay-out Period, or (ii) a one-year period after any termination of this Agreement Employee’s employment hereunder, except as a result of the breach by the Company of any material term or condition hereof ( the a Restricted Period Breach”), Employee will not, directly or indirectly, alone or with others, individually or through or by a corporate or other business entity in which he may be interested as a partner , member , shareholder, joint venturer, officer, director, employee or otherwise, own, manage, control, participate in, lend his name to, or render services to or for any business within the continental United States of America or Canada which is competitive with that of the Company ’s primary lines of business , provided, however, that the foregoing shall not be deemed to prevent the ownership by Employee of up to two percent five ( 2 5%) percent of any class of securities of any corporation which is regularly traded on any national securities exchange stock exchange or over-the-counter market. For the purpose of this Agreement, a business activity competitive with the primary lines of business of the Company shall include only the design, manufacture, marketing, sale, distribution or servicing service of any of the following: high-speed optical detectors following products (collectively, terahertz devices “Products”): (i) endoscopes, optoelectronic components (ii) endoscope disinfection or sterilization equipment or supplies, optoelectronic subsystems and (iii) infection control equipment, products, supplies or systems, III-V materials (iv) water treatment systems and supplies, (v) specialty packaging products for transporting infectious and biological specimens,(vi) products or services for the dialysis, medical device reprocessing, or optoelectronic semiconductor epilayer designs filtration and separation markets or structures or (vii) any other product and or product group hereafter in development, manufactured, marketed, sold, distributed or serviced by the Company after the date hereof , ; but in each case which is are the same as or similar to or competes compete with, or has have a usage allied to, a product Products being actively developed, marketed, sold or distributed by the Company at any time during the last twelve months of Employee’s final twelve (12) months of employment by the Company.

Appears in 3 contracts

Samples: Employment Agreement (Cantel Medical Corp), Employment Agreement (Cantel Medical Corp), Employment Agreement (Cantel Medical Corp)

Non-Compete. Employee The Executive hereby covenants and agrees that while this Agreement is in effect and for during the longer of (i) the Pay-out Period, or (ii) a one-year period after any termination term of this Agreement ( Agreement, the “Restricted Period”), Employee Executive will not , without the prior written consent of the Company, directly or indirectly, alone on his own behalf or with in the service or on behalf of others, individually 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 by a corporate parent entity or other business entity in which he may be interested (whether as a partner shareholder, member, shareholder agent, joint venturer, officer security holder, director trustee, employee partner, consultant, creditor lending credit or money for the purpose of establishing or operating any such business, partner or otherwise , own, manage, control, participate in, lend his name to, or render services to or for ) with any business within Competing Business in the United States of America or Canada which is competitive with that of the Company’s primary lines of business, provided, however, that the foregoing shall not be deemed to prevent the ownership by Employee of up to two percent (2%) of any class of securities of any corporation which is regularly traded on any national securities exchange Covered Area. For the purpose of this Agreement, a business activity competitive with (i) “Competing Business” means the primary lines sale, trade, import or export, via the internet, wholesale, retail and any other channels not exclusively named herein, of business diamonds and jewelry. and (ii) “Covered Area” means all geographical areas of the United States, South America, and other foreign jurisdictions where Company shall include then has offices and/or sells its products directly or indirectly through distributors and/or other sales agents. Notwithstanding the design foregoing, manufacture the Executive may own shares of companies whose securities are publicly traded, marketing, sale, distribution or servicing so long as such securities do not constitute more than five percent (5%) of the outstanding securities of any of the following: high-speed optical detectors, terahertz devices, optoelectronic components, optoelectronic subsystems and systems, III-V materials, or optoelectronic semiconductor epilayer designs or structures or any other product and product group hereafter in development, manufactured, marketed, sold, distributed or serviced by the Company after the date hereof, but in each case which is the same as or similar to or competes with, or has a usage allied to, a product being actively developed, marketed, sold or distributed by the Company at any time during Employee’s final twelve (12) months of employment by the Company such company.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Omnireliant Holdings, Inc.), Executive Employment Agreement (Abazias Inc), Executive Employment Agreement (Abazias Inc)

Non-Compete. Employee The Executive hereby covenants and agrees that while this Agreement is in effect during the Term and for a period of one year following the longer of (i) Expiration Date, the Pay-out Period, or (ii) a one-year period after any termination of this Agreement (the “Restricted Period”), Employee Executive will not , without the prior written consent of the Company, directly or indirectly, alone on his own behalf or with in the service or on behalf of others, individually 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 by a corporate parent entity or other business entity in which he may be interested (whether as a partner shareholder, member, shareholder agent, joint venturer, officer security holder, director trustee, employee partner, Executive, creditor lending credit or money for the purpose of establishing or operating any such business, partner or otherwise , own, manage, control, participate in, lend his name to, or render services to or for ) with any business within Competing Business in the United States of America or Canada which is competitive with that of the Company’s primary lines of business, provided, however, that the foregoing shall not be deemed to prevent the ownership by Employee of up to two percent (2%) of any class of securities of any corporation which is regularly traded on any national securities exchange Covered Area. For the purpose of this Agreement Section 15 (a), a business activity competitive with the primary lines of business (i) “Competing Business” means any medical diagnostic company, any contract manufacturer, any research laboratory or other company or entity (whether or not organized for profit) that has, or is seeking to develop, one or more products or therapies that is related to trans renal DNA and (ii) “Covered Area” means all geographical areas of the United States and other foreign jurisdictions where Company shall include then has offices and/or sells its products directly or indirectly through distributors and/or other sales agents. Notwithstanding the design foregoing, manufacture the Executive may own shares of companies whose securities are publicly traded, marketing, sale, distribution or servicing so long as ownership of such securities do not constitute more than one percent (1%) of the outstanding securities of any of the following: high-speed optical detectors, terahertz devices, optoelectronic components, optoelectronic subsystems and systems, III-V materials, or optoelectronic semiconductor epilayer designs or structures or any other product and product group hereafter in development, manufactured, marketed, sold, distributed or serviced by the Company after the date hereof, but in each case which is the same as or similar to or competes with, or has a usage allied to, a product being actively developed, marketed, sold or distributed by the Company at any time during Employee’s final twelve (12) months of employment by the Company such company.

Appears in 3 contracts

Samples: Employment Agreement (Trovagene, Inc.), Employment Agreement (Trovagene, Inc.), Employment Agreement (Trovagene, Inc.)

Non-Compete. Employee agrees that while this Agreement is in effect During the period of the Participant’s Service and for twelve (12) months following the longer of (i) the Pay-out Period, or (ii) a one-year period after termination thereof for any termination of this Agreement reason (the “Restricted Period”), Employee will the Participant agrees that he or she shall not , and shall not permit his or her respective Affiliates to, directly or indirectly indirectly through another Person, alone engage in a Competitive Business (defined below) by providing any services similar to those provided by the Participant during his or her Service with others the Company, individually or through or by a corporate or other business entity in any geographic location in which he may be interested as a partner the Company Group is engaged in business, member, shareholder, joint venturer, officer, director, employee or otherwise, own, manage, control, participate in, lend his name to, or render services to or for any business within which includes the United States of America or Canada which is competitive with that of (the Company’s primary lines of business, provided, however, that the foregoing shall not be deemed to prevent the ownership by Employee of up to two percent (2%) of any class of securities of any corporation which is regularly traded on any national securities exchange “Geographic Area”). For the purpose purposes of this Agreement, a “Competitive Business” shall mean any business activity competitive with that is engaged in the primary lines of business of the Company shall include the design acquisition, manufacture distribution, marketing, sale, distribution resale, manufacture or servicing production of any of the following: high veterinary pet prescription and over- speed optical detectors the-counter medications or related products, terahertz devices and all matters and services incidental or related thereto, optoelectronic components, optoelectronic subsystems and systems, III-V materials, or optoelectronic semiconductor epilayer designs or structures or any other product and product group hereafter business in development, manufactured, marketed, sold, distributed competition with the business conducted by (or serviced by the Company after the date hereof, but in each case which is the same as or similar to or competes with, or has a usage allied to, a product actively being actively developed, marketed, sold or distributed by the Company at any time during Employee’s final twelve (12 contemplated by) months of employment by the Company , its Subsidiaries or any of its Affiliates (the “Company Group”).

Appears in 2 contracts

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

Non-Compete. Employee agrees that while this Agreement is in effect and for During the longer of (i) the Pay-out Restricted Period, or (ii) a one-year period after any termination of this Agreement (the “Restricted Period”), Employee will shall not, directly or indirectly, alone on Employee’s own behalf or with others on behalf of any other person, individually corporation, partnership or through or by a corporate or other business entity in which he may be interested entity, whether as a partner, member, shareholder, joint venturer an employee, officer, director, employee partner, investor, consultant or agent: (i) engage in any business or activity that competes with the Business (as hereinafter defined) of the Company within the Territory (as hereinafter defined); (ii) render any services to any person or entity for use in competing with the Business of the Company within the Territory; (iii) have an interest, in any capacity, including, without limitation, as a partner, shareholder, officer, director, principal, agent, trustee, consultant, or otherwise, own, manage, control, participate in, lend his name to, or render services to or for in any business that competes with the Business of the Company within the United States of America or Canada which is competitive with that of the Company’s primary lines of business, Territory; provided, however, that the foregoing shall Employee may own, directly or indirectly, solely as an investment, securities of any business which are publicly traded if Employee (A) is not be deemed to prevent the ownership by Employee a controlling person of, or a member of up to two percent a group which controls, such business and ( B) does not, directly or indirectly, own 2 %) % or more of any class of securities of any corporation which is regularly traded on any national securities exchange such business; or (iv) interfere with Business relationships (whether formed heretofore or hereafter) between the Company and its customers, prospective customers or vendors. For purposes hereof, “Business” shall mean the purpose of this Agreement business in which the Company is engaged at the time the Stock Purchase Agreement is executed and for the one-year period prior to such execution, a business activity competitive with including, but not limited to, the primary lines of business of providing monitoring and surveillance and related services to the criminal justice system, and “Territory” shall mean those states in which the Company shall include does business at the design, manufacture, marketing, sale, distribution or servicing time of any termination of the following: high-speed optical detectors, terahertz devices, optoelectronic components, optoelectronic subsystems and systems, III-V materials, or optoelectronic semiconductor epilayer designs or structures or any other product and product group hereafter in development, manufactured, marketed, sold, distributed or serviced by the Company after the date hereof, but in each case which is the same as or similar to or competes with, or has a usage allied to, a product being actively developed, marketed, sold or distributed by the Company at any time during Employee’s final twelve (12) months of employment by hereunder. This covenant is in addition to and does not replace or vitiate the Company covenant contained in the Stock Purchase Agreement.

Appears in 2 contracts

Samples: Employment Agreement (SecureAlert, Inc.), Employment Agreement (SecureAlert, Inc.)

Non-Compete. Employee agrees that while this Agreement is in effect and for a period of one (1) year immediately following the longer of (i) the Pay-out Period, or (ii) a one-year period after any termination of this Agreement ( his relationship with the “Restricted Period”) Company for any reason, whether voluntary or involuntary, Employee will not, shall not either directly or indirectly indirectly in the geographical areas that the Company does business or has done business at the time of the Employee’s termination, alone engage or with others assist others in engaging in any business or enterprise (whether as owner, individually or through or by a corporate or other business entity in which he may be interested as a partner , member, shareholder, joint venturer , officer, director, employee employee, consultant, investor, lender or otherwise, own, manage, control, participate in, lend his name to, or render services to or for any business within except as the United States holder of America or Canada which not more than 1% of the outstanding stock of a publicly-held company) that is competitive with that of the Company’s primary lines of business, provided including but not limited to any business or enterprise that develops, however manufactures, markets, licenses, sells or provides any product or service that the foregoing shall not be deemed to prevent the ownership by Employee of up to two percent (2%) of competes with any class of securities of any corporation which is regularly traded on any national securities exchange. For the purpose of this Agreement, a business activity competitive with the primary lines of business of the Company shall include the design, manufacture, marketing, sale, distribution product or servicing of any of the following: high-speed optical detectors, terahertz devices, optoelectronic components, optoelectronic subsystems and systems, III-V materials, or optoelectronic semiconductor epilayer designs or structures or any other product and product group hereafter in development service developed, manufactured, marketed, sold licensed, distributed sold or serviced provided, or planned to be developed, manufactured, marketed, licensed, sold or provided, by the Company after the date hereof, but in each case which is the same as or similar to or competes with, or has a usage allied to, a product being actively developed, marketed, sold or distributed by the Company at any time during Employee’s final twelve (12) months of employment while Employee was employed by the Company . If Employee violates the provisions of any of the preceding paragraphs of this Section 4, Employee shall continue to be bound by the restrictions set forth in such paragraph until a period of one (1) year has expired without any violation of such provisions.

Appears in 2 contracts

Samples: Employment Agreement (Freedom Leaf Inc.), Employment Agreement (Freedom Leaf Inc.)

Non-Compete. Employee agrees that while this Agreement is in effect During the term of employment and for through the longer later of (i) the Pay-out Period Term Date, or (ii) a one-year period the date you leave the payroll of the Company, and (iii) twelve months after the effective date of any termination of this Agreement ( the “Restricted Period”) term of employment pursuant to Section 4, Employee will you shall not, directly or indirectly, alone or with others without the prior written consent of the Chief Executive Officer of the Company, individually or through or by a corporate or other business entity in which he may be interested as a partner, member, shareholder, joint venturer, officer, director, employee or otherwise, own, manage, control, participate in, lend his name render any services to, or render services to act in any capacity for, any Competitive Entity, or for acquire any business within the United States interest of America or Canada which is competitive with that of the Company’s primary lines of business, any type in any Competitive Entity; provided, however, that the foregoing shall not be deemed to prevent prohibit you from acquiring, (a) solely as an investment and through market purchases, securities of any Competitive Entity which are registered under Section 12(b) or 12(g) of the ownership by Employee Securities Exchange Act of up to two 1934 and which are publicly traded, so long as you are not part of any control group of such Competitive Entity and such securities, including converted securities, do not constitute more than one percent ( 2 1%) of any class the outstanding voting power of that entity and (b) securities of any corporation Competitive Entity that are not publicly traded, so long as you are not part of any control group of such Competitive Entity and such securities, including converted securities, do not constitute more than three percent (3%) of the outstanding voting power of that entity. For purposes of the foregoing, the following shall be deemed to be a Competitive Entity: (A) any entity which is regularly traded on engaged in the United States, either directly or indirectly, in the ownership, operation or management of (i) any national securities exchange. For cable television system, open video system, direct broadcast system (DBS), SMATV system, pay-per-view system, multi-point distribution system (MDS or MMDS) or other multichannel television programming system (collectively “Systems”) in the purpose of this Agreement, a business activity competitive with the primary lines of United States; or (ii) any business of the Company shall include the design, manufacture, marketing, sale, distribution providing any local residential or servicing of any of the following: high-speed optical detectors, terahertz devices, optoelectronic components, optoelectronic subsystems and systems, III-V materials commercial telecommunications, or optoelectronic semiconductor epilayer designs or structures any Internet access or any other product transport or network services for Internet Protocol based information; and product group hereafter in development (B) any federal, manufactured state or local authority empowered to grant, marketed renew, sold modify or amend, distributed or serviced review the grant, renewal, modification or amendment of, or the regulation of, franchises to operate any System. Provided, however, that “Competitive Entity” shall not mean any cable television system operator which, at all times during the relevant period, has less than 500,000 subscribers and does not serve any area which is also served by a cable television system owned, operated or managed by the Company after the date hereof, but in each case which is the same as or similar to or competes with, or has a usage allied to, a product being actively developed, marketed, sold or distributed by the Company at any time during Employee’s final twelve (12) months of employment by the Company its affiliates.

Appears in 2 contracts

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

Non-Compete. Employee The Executive hereby agrees that while this Agreement is in effect during the period commencing on the date hereof and ending on the first (1st) anniversary of the date on which the Executive’s employment with the Company terminates for the longer of (i) the Pay-out Period, or (ii) a one-year period after any termination of this Agreement reason (the “ Restricted Non-Compete Period”), Employee he will not , without the express written consent of the Company, directly or indirectly, alone anywhere in the United States, Mexico or with others Canada, individually engage in any activity which is, or through participate or by a corporate invest in, or other business entity in which he may be interested provide or facilitate the provision of financing to, or assist (whether as a partner owner, part-owner, shareholder, member, shareholder partner, joint venturer director, officer, director trustee, employee employee, agent or otherwise, own, manage, control, participate in, lend his name to consultant, or render services to in any other capacity), any business, organization or for person other than the Company (or any business within the United States of America subsidiary or Canada which is competitive with that affiliate of the Company ’s primary lines of ), whose business, provided activities, however products or services are directly competitive with any of the business, activities, products or services conducted by or in active planning by the Company (or any subsidiary or affiliate of the Company) on the date that the foregoing Executive’s employment with the Company terminates and which are in the Company’s Field of Interest (defined below); provided that the Executive shall be permitted to be employed by an entity which operates an ancillary business in the Company’s Field of Interest so long as the Executive is not be deemed to prevent the ownership by Employee of up to two percent (2%) of any class of securities of any corporation which is regularly traded on any national securities exchange involved in such ancillary business. For the purpose purposes of this Agreement, a the Company’s “Field of Interest” shall include, without limitation, the development, implementation or licensing or sale of methods of using nanopulse electricity for bio-medical applications, including for diagnosis, detection, prevention, treatment or cure of tumors or cancers of internal organs, or benign diseases that can be treated by the ablation of internal tissue as well as other dermatologic applications and any other business activity competitive with the primary lines of business of the Company shall include the design engaged in, manufacture, marketing, sale, distribution conducted by or servicing of any of the following: high-speed optical detectors, terahertz devices, optoelectronic components, optoelectronic subsystems and systems, III-V materials, or optoelectronic semiconductor epilayer designs or structures or any other product and product group hereafter in development, manufactured, marketed, sold, distributed or serviced active planning by the Company after or its subsidiaries or affiliates on the date hereof, but in each case which is the same as or similar to or competes with, or has a usage allied to, a product being actively developed, marketed, sold or distributed by Executive’s employment with the Company at terminates. Notwithstanding anything herein to the contrary, the Executive may make passive investments in any time during Employee’s final twelve enterprise the shares of which are publicly traded if such investment constitutes less than three percent ( 12 3%) months of employment by the Company equity of such enterprise.

Appears in 2 contracts

Samples: Employment Agreement (Pulse Biosciences, Inc.), Employment Agreement (Pulse Biosciences, Inc.)

Non-Compete. Employee The Executive hereby covenants and agrees that while this Agreement is in effect during the Employment Term and for a period of one year following the longer of (i) Expiration Date, the Pay-out Period, or (ii) a one-year period after any termination of this Agreement (the “Restricted Period”), Employee Executive will not , without the prior written consent of the Company, directly or indirectly, alone on his own behalf or with in the service or on behalf of others, individually 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 by a corporate parent entity or other business entity in which he may be interested (whether as a partner shareholder, member, shareholder agent, joint venturer, officer security holder, director trustee, employee partner, executive, creditor lending credit or money for the purpose of establishing or operating any such business, partner or otherwise , own, manage, control, participate in, lend his name to, or render services to or for ) with any business within entity that is directly competing with the United States of America or Canada which is competitive with that of products being developed by the Company ’s primary lines , which in the case of business, provided, however, GP2 would be any entity pursuing HER2/neu 3+ breast cancer products in the adjuvant/neoadjuvant setting that the foregoing shall not would be deemed seeking to prevent the ownership by Employee recurrence of up to two percent (2%) of any class of securities of any corporation which is regularly traded on any national securities exchange. For the purpose of this Agreement, a business activity competitive with the primary lines of business of the Company shall include the design, manufacture, marketing, sale, distribution or servicing of any of the following: high-speed optical detectors, terahertz devices, optoelectronic components, optoelectronic subsystems and systems, III-V materials, or optoelectronic semiconductor epilayer designs or structures or any other product and product group hereafter in development, manufactured, marketed, sold, distributed or serviced by the Company after the date hereof, but in each case which is the same as or similar to or competes with, or has a usage allied to, a product being actively developed, marketed, sold or distributed by the Company at any time during Employee’s final twelve (12) months of employment by the Company breast cancer.

Appears in 2 contracts

Samples: Executive Employment Agreement (Greenwich LifeSciences, Inc.), Executive Employment Agreement (Greenwich LifeSciences, Inc.)

Non-Compete. Employee The Executive hereby covenants and agrees that while this Agreement is in effect and for during the longer of (i) the Pay-out Period, or (ii) a one-year period after any termination term of this Agreement ( and for a period of one year following the “Restricted Period”) end of the Employment Term, Employee the Executive will not , without the prior written consent of the Company, directly or indirectly, alone on his own behalf or with in the service or on behalf of others, individually 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 by a corporate parent entity or other business entity in which he may be interested (whether as a partner shareholder, member, shareholder agent, joint venturer, officer security holder, director trustee, employee partner, consultant, creditor lending credit or money for the purpose of establishing or operating any such business, partner or otherwise , own, manage, control, participate in, lend his name to, or render services to or for ) with any business within Competing Business in the United States of America or Canada which is competitive with that of the Company’s primary lines of business, provided, however, that the foregoing shall not be deemed to prevent the ownership by Employee of up to two percent (2%) of any class of securities of any corporation which is regularly traded on any national securities exchange Covered Area. For the purpose of this Agreement Section 3.1, a business activity competitive with the primary lines of business (i) "Competing Business" means any biotechnology or pharmaceutical company, any contract manufacturer, any research laboratory or other company or entity (whether or not organized for profit) that has, or is seeking to develop, one or more products or therapies that is related to azaspiranes and guanylyl cyclase receptor agonists and (ii) "Covered Area" means all geographical areas of the United States, Ireland, Germany and other foreign jurisdictions where Company shall include then has offices and/or sells its products directly or indirectly through distributors and/or other sales agents. Notwithstanding the design foregoing, manufacture the Executive may own shares of companies whose securities are publicly trades, marketing, sale, distribution or servicing so long as such securities do not constitute more than one percent (1%) of the outstanding securities of any of the following: high-speed optical detectors, terahertz devices, optoelectronic components, optoelectronic subsystems and systems, III-V materials, or optoelectronic semiconductor epilayer designs or structures or any other product and product group hereafter in development, manufactured, marketed, sold, distributed or serviced by the Company after the date hereof, but in each case which is the same as or similar to or competes with, or has a usage allied to, a product being actively developed, marketed, sold or distributed by the Company at any time during Employee’s final twelve (12) months of employment by the Company such company.

Appears in 2 contracts

Samples: Executive Employment Agreement (Callisto Pharmaceuticals Inc), Executive Employment Agreement (Callisto Pharmaceuticals Inc)

Non-Compete. Employee agrees that while this Agreement is in effect and for a period of twenty-four (24) months following the longer of (i) the Pay-out Period, or (ii) a one-year period after any termination of this Agreement ( Employee's employment hereunder, except as a result of the “Restricted Period”) breach by the Company of any material term or condition hereof, Employee will not, directly or indirectly, alone or with others, individually or through or by a corporate or other business entity in which he may be interested as a partner , member , shareholder, joint venturer, officer, director, employee or otherwise, own, manage, control, participate in, lend his name to, or render services to or for any business within the continental United States of America or Canada which is competitive with that of the Company’s primary lines Company or any of business its affiliates, provided, however, that the foregoing shall not be deemed to prevent the ownership by Employee of up to two percent five ( 2 5%) percent of any class of securities of any corporation which is regularly traded on any national securities exchange stock exchange or over-the-counter market. For the purpose of this Agreement, a business activity competitive with the primary lines of business of the Company or any of its affiliates shall include only the design, manufacture, marketing, sale, or distribution of (i) endoscopes, (ii) endoscope disinfection or servicing of any of sterilization equipment or supplies, (iii) infection control equipment, products, supplies or systems or (iv) products or services for the following: high-speed optical detectors dialysis, terahertz devices, optoelectronic components, optoelectronic subsystems and systems, III-V materials medical device reprocessing, or optoelectronic semiconductor epilayer designs or structures or any other product filtration and product group hereafter in development, manufactured, marketed, sold, distributed or serviced by the Company after the date hereof, but in each case separation markets (collectively "Products") which is are the same as or similar to or competes compete with, or has have a usage allied to, a product to Products being actively developed, marketed, sold or distributed by the Company or any of its affiliates at any time during Employee’s final the last twelve (12) months of Employee's employment by the Company.

Appears in 2 contracts

Samples: Employment Agreement (Cantel Medical Corp), Employment Agreement (Cantel Medical Corp)

Non-Compete. Employee agrees that while this Agreement is in effect and for During the longer of (i) the Pay-out Period, or (ii) a one-year period after any termination term of this Agreement and for a period of nine ( 9) months from the “Restricted Period” date of his termination of Employment (whether voluntary or involuntary), Employee Executive will not not within North American, Europe or Asia directly or indirectly, alone or with others, individually or through or by a corporate or other business entity in which he may indirectly be interested as a partner, member, shareholder, joint venturer, officer, director, employee or otherwise employed by, own, manage, control operate, participate in, lend his name to join, or render services to or for benefit in any way from any business within the United States of America or Canada which activity that is competitive with that the Company's business. In addition, Executive will not control or participate in the ownership, management, or operation of, or be connected with, any such competitive business. For purposes of the Company’s primary lines foregoing, Executive will be deemed to be connected with such business if the business is carried on by (a) a partnership in which the Executive is a general or limited partner; employee; consultant; agent; member; or other representative or (b) a corporation of business, provided which Executive is a shareholder (other than a shareholder owning less than 5% of the total outstanding shares of the corporation); officer; director; employee; consultant; agent; member; or other representative. Provided, however, that during the foregoing shall non-compete period specified herein, Executive may be employed by a business with multiple divisions only some of which compete with the Company, immediately upon the Executive's termination, if the Executive works in one of the divisions that does not be deemed to prevent compete in any way with the ownership by Employee of up to two percent (2%) of any class of securities of any corporation which is regularly traded on any national securities exchange Company's. For the purpose avoidance of this Agreement doubt, a business activity the phrase "competitive with the primary lines Company's business" shall mean that the applicable activity, business or entity offers a software product or service in the areas of sales force automation, customer sales and service, marketing automation or business of process management (provided that at such time the Company shall include the design, manufacture, marketing, sale, distribution is in such business) or servicing of competes directly with any of the following: high-speed optical detectors, terahertz devices, optoelectronic components, optoelectronic subsystems other primary proprietary software products or services then marketed and systems, III-V materials, or optoelectronic semiconductor epilayer designs or structures or any other product and product group hereafter in development, manufactured, marketed, sold, distributed or serviced by the Company after the date hereof, but in each case which is the same as or similar to or competes with, or has a usage allied to, a product being actively developed, marketed, sold or distributed by the Company at any time during Employee’s final twelve (12) months of employment by the Company.

Appears in 1 contract

Samples: Employment Agreement (Onyx Software Corp/Wa)

Non-Compete. Employee Price agrees that while this Agreement is in effect during the term of his employment by FCB and for the longer period of (i) one year from the Pay-out Period date of his termination for any reason, he will not, for himself, as an agent, employee, contractor or owner, or (ii) a one-year period after any termination on behalf of this Agreement (the “Restricted Period”), Employee will not another person or entity, directly or indirectly, alone or engage in any “Prohibited Position” with others any “Competing Business.” For purposes of this Agreement, individually or through or by a corporate or other business entity in which he may be interested “Prohibited Position” shall mean any position, whether as a partner principal, member, shareholder, joint venturer agent, officer, director, employee employee, consultant, shareholder, or otherwise : (i) where Price will be engaged in the management, own sale, manage, control, participate in, lend his name to development, or render marketing of products or services of the type provided by FCB; and (ii) during employment with FCB, Price was privy to or given access to proprietary and/or confidential business information of FCB concerning FCB’s management, strategy, performance, sale, development or marketing of that type of product or service and/or was involved in maintaining the FCB’s customer relationships or goodwill; “Competing Business” shall mean any person, corporation or other entity which engages in the marketing and/or sale of: (i) retail banking products in the Restricted Territory, including, for example, personal and business accounts, private banking, business banking, loans, lines of credit, mortgages, and other investment or financial products; or (ii) any other product or service of FCB, currently and in the future, in the Restricted Territory, in which Price had involvement, and/or about which Price learned of, and/or may have acquired any knowledge about, while employed by FCB; and “Restricted Territory” shall mean any county in which FCB maintains an office or branch and any county which is contiguous to such a county. During the term of his employment by FCB and for a period of one year from the date of his termination for any business within the United States reason, Price also agrees not to enter into, consult about, or become involved with any transactions that he learned and/or became aware of America or Canada which is competitive through his employment with that of the Company’s primary lines of business, provided, however, FCB. Price acknowledges that the foregoing restrictions are properly limited so that they will not interfere with his ability to earn a livelihood and that such restrictions are reasonable and necessary to protect FCB’s legitimate business interest, including the protection of its confidential and trade secret information. In exchange for the consideration set forth in this Agreement, Price agrees to be bound by the terms of this Section. The foregoing covenants shall not be deemed to prevent the ownership by Employee of up to two prohibit Price from acquiring as an investment not more than five percent ( 2 5%) of any class the capital stock of securities of any corporation which a Competing Business, whose stock is regularly traded on any a national securities exchange. For the purpose exchange or through an automated quotation system of this Agreement, a business activity competitive with the primary lines of business of the Company shall include the design, manufacture, marketing, sale, distribution or servicing of any of the following: high-speed optical detectors, terahertz devices, optoelectronic components, optoelectronic subsystems and systems, III-V materials, or optoelectronic semiconductor epilayer designs or structures or any other product and product group hereafter in development, manufactured, marketed, sold, distributed or serviced by the Company after the date hereof, but in each case which is the same as or similar to or competes with, or has a usage allied to, a product being actively developed, marketed, sold or distributed by the Company at any time during Employee’s final twelve (12) months of employment by the Company registered securities association.

Appears in 1 contract

Samples: Employment Agreement (First Commonwealth Financial Corp /Pa/)

Non-Compete. Employee agrees that while this Agreement is For a period of three years following the Closing Date (the "Restricted Period"), Geotek shall not, in effect and for the longer United States of America or in any foreign country, directly or indirectly, (i) engage in the Pay-out Period, Company Business for its own account; or (ii) become interested in any Person engaged in the Company Business, directly or indirectly, as a one-year period after partner, shareholder, principal, agent, trustee, consultant or in any termination other relationship or capacity; provided, however, that Geotek may own, directly or indirectly, solely as an investment, securities of this Agreement any Person which are traded on any national securities exchange or the NASDAQ National Market System if Geotek ( the “Restricted Period”) a) is not a controlling Person of, Employee will or a member of a group which controls, such Person or (b) does not, directly or indirectly, alone own 1% or with others, individually or through or by a corporate or other business entity in which he may be interested as a partner, member, shareholder, joint venturer, officer, director, employee or otherwise, own, manage, control, participate in, lend his name to, or render services to or for any business within the United States of America or Canada which is competitive with that of the Company’s primary lines of business, provided, however, that the foregoing shall not be deemed to prevent the ownership by Employee of up to two percent (2%) more of any class of securities of such Person; provided, however, that nothing contained herein shall be interpreted to preclude Geotek from continuing its current business plan to provide integrated voice and data communications equipment and services or to preclude Geotek from integrating its voice and data communication equipment and services with any corporation which is regularly traded on any national securities exchange. For existing or future telecommunications equipment or services; provided further, that -11- 15 Geotek shall not use the purpose of this Agreement, a business activity competitive with Company's integrated voice and paging system known as "NextPage" without the primary lines of business prior written consent of the Company shall include the design, manufacture, marketing, sale, distribution or servicing of any of the following: high-speed optical detectors, terahertz devices, optoelectronic components, optoelectronic subsystems and systems, III-V materials, or optoelectronic semiconductor epilayer designs or structures or any other product and product group hereafter in development, manufactured, marketed, sold, distributed or serviced by the Company after the date hereof, but in each case which is the same as instance or similar to without first purchasing or competes with, or has a usage allied to, a product being actively developed, marketed, sold or distributed by the Company at any time during Employee’s final twelve (12) months of employment by the Company licensing "NextPage".

Appears in 1 contract

Samples: Stock Purchase Agreement (Bogen Communications International Inc)

Non-Compete. Employee The Executive hereby covenants and agrees that while this Agreement is in effect and for during the longer of (i) the Pay-out Period, or (ii) a one-year period after any termination term of this Agreement ( and for a period of one year following the “Restricted Period”) end of the Employment Term, Employee the Executive will not , without the prior written consent of the Company, directly or indirectly, alone on his own behalf or with in the service or on behalf of others, individually 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 by a corporate parent entity or other business entity in which he may be interested (whether as a partner shareholder, member, shareholder agent, joint venturer, officer security holder, director trustee, employee partner, consultant, creditor lending credit or money for the purpose of establishing or operating any such business, partner or otherwise , own, manage, control, participate in, lend his name to, or render services to or for ) with any business within Competing Business in the United States of America or Canada which is competitive with that of the Company’s primary lines of business, provided, however, that the foregoing shall not be deemed to prevent the ownership by Employee of up to two percent (2%) of any class of securities of any corporation which is regularly traded on any national securities exchange Covered Area. For the purpose of this Agreement Section 3.1, a business activity competitive with (i) "Competing Business" means any biotechnology or pharmaceutical company, any contract manufacturer, any research laboratory or other company or entity (whether or not organized for profit) that has, or is seeking to develop, one or more products or therapies that is related to genetic testing through the primary lines use of business urine specimens and (ii) "Covered Area" means all geographical areas of the United States, Ireland, Germany and other foreign jurisdictions where Company shall include then has offices and/or sells its products directly or indirectly through distributors and/or other sales agents. Notwithstanding the design foregoing, manufacture the Executive may own shares of companies whose securities are publicly trades, marketing, sale, distribution or servicing so long as such securities do not constitute more than one percent (1%) of the outstanding securities of any of the following: high-speed optical detectors, terahertz devices, optoelectronic components, optoelectronic subsystems and systems, III-V materials, or optoelectronic semiconductor epilayer designs or structures or any other product and product group hereafter in development, manufactured, marketed, sold, distributed or serviced by the Company after the date hereof, but in each case which is the same as or similar to or competes with, or has a usage allied to, a product being actively developed, marketed, sold or distributed by the Company at any time during Employee’s final twelve (12) months of employment by the Company such company.

Appears in 1 contract

Samples: Executive Employment Agreement (Xenomics Inc)

Non-Compete. Employee agrees that while this Agreement is in effect During the Employment Period and for a period of two years following the longer of (i) the Pay-out Period, or (ii) a one-year period after any termination of this Agreement Employee’s employment hereunder (the “ Restricted Non-Compete/Non-Interference Period”), Employee will not, directly or indirectly, alone or with others, individually or through or by a corporate or other business entity in which he may be interested as a partner , member , shareholder, joint venturer, officer, director, employee or otherwise, own, manage, control, participate in, lend his name to, or render services to or for any business within the United States of America or Canada which that is competitive with that the business of the Company’s primary lines of business MCP, provided, however, that the foregoing shall not be deemed to prevent the ownership by Employee of up to two percent three ( 2 3%) percent of any class of securities of any corporation which is regularly traded on any national securities exchange stock exchange or over-the-counter market. For the purpose purposes of this Agreement, a business activity that is competitive with the primary lines of business of the Company shall MCP will be deemed to include only the design, manufacture, marketing, sale, distribution or servicing service of any of the following following products or services with respect to water purification applications of MCP: high-speed optical detectors (i) water filters and membranes, terahertz devices (ii) water purification equipment, optoelectronic components, optoelectronic subsystems and (iii) pH neutralization systems, III-V materials (iv)service deionization and carbon exchange products and services, (v) process pipe and fittings, valves, pumps, conditioning equipment, and process controls and (vi) any addition product or optoelectronic semiconductor epilayer designs service areas entered into by MCP during the Employment Period. The Company acknowledges that its water purification business and applications do not currently include, among other things, desalination, municipality or structures or any other product and product group hereafter in development, manufactured, marketed, sold, distributed or serviced by the Company after the date hereof, but in each case which is the same as or similar to or competes with, or has a usage allied to, a product being actively developed, marketed, sold or distributed by the Company at any time during Employee’s final twelve (12) months of employment by the Company steam generation.

Appears in 1 contract

Samples: Employment Agreement (Cantel Medical Corp)

Non-Compete. Employee The Executive hereby covenants and agrees that while this Agreement during the Engagement Term and so long as the Executive’s Engagement Term is in effect and at least six (6) months, for a period of one year following the longer of (i) Expiration Date, the Pay-out Period, or (ii) a one-year period after any termination of this Agreement (the “Restricted Period”), Employee Executive will not , without the prior written consent of the Company, directly or indirectly, alone on his own behalf or with in the service or on behalf of others, individually 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 by a corporate parent entity or other business entity in which he may be interested (whether as a shareholder, agent, joint venture, security holder, trustee, partner, member Executive, shareholder creditor lending credit or money for the purpose of establishing or operating any such business, joint venturer, officer, director, employee partner or otherwise , own, manage, control, participate in, lend his name to, or render services to or for ) with any business within Competing Business in the United States of America or Canada which is competitive with that of the Company’s primary lines of business, provided, however, that the foregoing shall not be deemed to prevent the ownership by Employee of up to two percent (2%) of any class of securities of any corporation which is regularly traded on any national securities exchange Covered Area. For the purpose of this Agreement Section 14(a), a business activity competitive with the primary lines of business (i) “Competing Business” means any pharmaceutical, bio-pharmaceutical or biotechnology company, any contract manufacturer, any research laboratory or other company or entity (whether or not organized for profit) that has, or is seeking to develop, one or more products or therapies that is related to virology and (ii) “Covered Area” means all geographical areas of the United States and other foreign jurisdictions where Company shall include then has offices and/or sells its products directly or indirectly through distributors and/or other sales agents. Notwithstanding the design foregoing, manufacture the Executive may own shares of companies whose securities are publicly traded, marketing, sale, distribution or servicing so long as ownership of such securities do not constitute more than one percent (1%) of the outstanding securities of any of the following: high-speed optical detectors, terahertz devices, optoelectronic components, optoelectronic subsystems and systems, III-V materials, or optoelectronic semiconductor epilayer designs or structures or any other product and product group hereafter in development, manufactured, marketed, sold, distributed or serviced by the Company after the date hereof, but in each case which is the same as or similar to or competes with, or has a usage allied to, a product being actively developed, marketed, sold or distributed by the Company at any time during Employee’s final twelve (12) months of employment by the Company such company.

Appears in 1 contract

Samples: Executive Agreement (ContraVir Pharmaceuticals, Inc.)

Non-Compete. Employee agrees that while this Agreement is in effect during the Employment Period and for a period of two (2) years following the longer of (i) the Pay-out Period, or (ii) a one-year period after any termination of this Agreement Employee’s employment hereunder, except as a result of the breach by the Company of any material term or condition hereof ( the a Restricted Period Breach”), Employee will not, directly or indirectly, alone or with others, individually or through or by a corporate or other business entity in which he may be interested as a partner , member , shareholder, joint venturer, officer, director, employee or otherwise, own, manage, control, participate in, lend his name to, or render services to or for any business within the continental United States of America or Canada which is competitive with that of the Company’s primary lines of business, provided, however, that the foregoing shall not be deemed to prevent the ownership by Employee of up to two percent five ( 2 5%) percent of any class of securities of any corporation which is regularly traded on any national securities exchange stock exchange or over-the-counter market. For the purpose of this Agreement, a business activity competitive with the primary lines of business of the Company shall include only the design, manufacture, marketing, sale, distribution or servicing service of any of the following: high-speed optical detectors following products (collectively, terahertz devices “Products”): (i) endoscope disinfection or sterilization equipment or supplies, optoelectronic components (ii) infection control equipment, optoelectronic subsystems and products, supplies or systems, III-V materials (iii) water treatment and filtration systems and supplies, (iv) specialty packaging products for transporting infectious and biological specimens, (v) products or services for dialysis and for medical device reprocessing, or optoelectronic semiconductor epilayer designs other medical filtration and separation services or structures or (vi) any other product and or product group hereafter in development, manufactured, marketed, sold, distributed or serviced by the Company after the date hereof , ; but in each case which is are the same as or similar to or competes compete with, or has have a usage allied to, a product Products being actively developed, marketed, sold or distributed by the Company at any time during the last twelve months of Employee’s final twelve (12) months of employment by the Company.

Appears in 1 contract

Samples: Employment Agreement (Cantel Medical Corp)

Non-Compete. Employee The Executive hereby covenants and agrees that while this Agreement is in effect during the Engagement Term and for a period of one year following the longer of (i) Expiration Date, the Pay-out Period, or (ii) a one-year period after any termination of this Agreement (the “Restricted Period”), Employee Executive will not , without the prior written consent of the Company, directly or indirectly, alone on his own behalf or with in the service or on behalf of others, individually 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 by a corporate parent entity or other business entity in which he may be interested (whether as a partner shareholder, member, shareholder agent, joint venturer, officer security holder, director trustee, employee partner, Executive, creditor lending credit or money for the purpose of establishing or operating any such business, partner or otherwise , own, manage, control, participate in, lend his name to, or render services to or for ) with any business within Competing Business in the United States of America or Canada which is competitive with that of the Company’s primary lines of business, provided, however, that the foregoing shall not be deemed to prevent the ownership by Employee of up to two percent (2%) of any class of securities of any corporation which is regularly traded on any national securities exchange Covered Area. For the purpose of this Agreement Section 13(a), a business activity competitive with the primary lines of business (i) “Competing Business” means any medical diagnostic company, any contract manufacturer, any research laboratory or other company or entity (whether or not organized for profit) that has, or is seeking to develop, one or more products or therapies that is related to trans renal DNA and (ii) “Covered Area” means all geographical areas of the United States and other foreign jurisdictions where Company shall include then has offices and/or sells its products directly or indirectly through distributors and/or other sales agents. Notwithstanding the design foregoing, manufacture the Executive may own shares of companies whose securities are publicly traded, marketing, sale, distribution or servicing so long as ownership of such securities do not constitute more than one percent (1%) of the outstanding securities of any of the following: high-speed optical detectors, terahertz devices, optoelectronic components, optoelectronic subsystems and systems, III-V materials, or optoelectronic semiconductor epilayer designs or structures or any other product and product group hereafter in development, manufactured, marketed, sold, distributed or serviced by the Company after the date hereof, but in each case which is the same as or similar to or competes with, or has a usage allied to, a product being actively developed, marketed, sold or distributed by the Company at any time during Employee’s final twelve (12) months of employment by the Company such company.

Appears in 1 contract

Samples: Executive Agreement (TrovaGene Inc.)

Non-Compete. Employee agrees During all times that while this Agreement is remains in effect and for the longer of (i) the Pay-out Period, or (ii) a one-year period after any termination of this Agreement (the “Restricted Period”), Employee Executive will not directly or indirectly, individually or as an officer, director, executive, shareholder (except if he is a shareholder of less than 1% of a publicly traded security), consultant, contractor, partner, joint venturer, agent, equity owner, or in any capacity whatsoever, engage in or promote any business that is competitive with the business of the Company in any geographic area in which the Company does or plans to do business while Executive was employed or engaged as an independent contractor, including but not limited to the United States and Canada. A business competitive with the Company is defined as a business engaged in either the manufacture and distribution of ready-mix concrete or the mining of sand and aggregate materials used in the manufacturing of ready mix concrete. b. Non-Solicitation and Non-Interference with Customers and other Business Relationships. During the Restricted Period, Executive will not, directly or indirectly, alone or with others, individually or through or by a corporate or knowingly solicit (other business entity in which he may be interested as a partner, member, shareholder, joint venturer, officer, director, employee or otherwise, own, manage, control, participate in, lend his name to, or render services to or for any business within the United States of America or Canada which is competitive with that than on behalf of the Company ’s primary lines ) business or contracts for any products or services of business, the type provided, however, that developed or under development by the foregoing shall not be deemed to prevent the ownership by Employee of up to two percent Company from or with ( 2% i) of any class of securities of any corporation person or entity which is regularly traded on any national securities exchange. For the purpose of this Agreement, was a business activity competitive with the primary lines of business customer of the Company shall include the design, manufacture, marketing, sale, distribution for such products or servicing of any of the following: high-speed optical detectors, terahertz devices, optoelectronic components, optoelectronic subsystems and systems, III-V materials services as of, or optoelectronic semiconductor epilayer designs within one year prior to Executive’s Transition Date, or structures or (ii) any other product and product group hereafter in development, manufactured, marketed, sold, distributed or serviced by prospective customer which the Company after the date hereof, but in each case which is the same was soliciting as or similar to or competes with of, or has a usage allied to within one year prior to Executive’s Transition Date. Further, a product being actively developed Executive shall not during the Restricted Period knowingly interfere or attempt to interfere with any transaction, marketed, sold agreement or distributed by business relationship in which the Company at any time was involved during Employee Executive’s final twelve (12) months of employment by with the Company . . c.

Appears in 1 contract

Samples: Transition Agreement (U.S. Concrete, Inc.)

Non-Compete. Employee agrees that while this Agreement is in effect During the parties’ employment relationship and for one (1) year after the longer of (i) the Pay-out Period, or (ii) a one-year period after any termination of this Agreement ( that relationship for any reason, the “Restricted Period”), Employee will Executive shall not, directly or indirectly, alone or with others, individually or through or by a corporate or other business entity in which he may be interested as a partner, member, shareholder, joint venturer, officer, director, employee or otherwise, own anywhere within the United States, manage, operate or control, or participate in in the ownership, lend his name to management, operation or control of, or render services to otherwise become materially interested in (whether as an owner, stockholder, lender, executive, employee, officer or for director) any business within (other than the United States of America or Canada Company) which is competitive in the business of (i) utilizing pharmaceutical compounds to impact the hedgehog signaling pathway as a means of treating cancer in humans and/or (ii) utilizing pharmaceutical compounds containing itraconazole as the primary active ingredient (the “Business”), or, directly or indirectly, induce or influence any person that has a business relationship with that the Company or any of its subsidiaries or affiliates relating to the Company’s primary lines Business to discontinue or reduce the extent of business such relationship. For purposes of this Agreement, provided, however, that the foregoing Executive shall not be deemed to prevent be directly or indirectly interested in a business if he is engaged or interested in that business as an owner, stockholder, lender, executive, employee, officer or director, but not if the Executive’s interest is limited solely to the ownership by Employee of up to two percent (2%) not more than 4.99% of the securities of any class of equity securities of any a corporation which is regularly traded or other entity whose shares are listed or admitted to trade on any a national securities exchange. For exchange or are quoted on the purpose of this Agreement, a business activity competitive with Over the primary lines of business of the Company shall include the design, manufacture, marketing, sale, distribution or servicing of any of the following: high-speed optical detectors, terahertz devices, optoelectronic components, optoelectronic subsystems and systems, III-V materials, or optoelectronic semiconductor epilayer designs or structures or any other product and product group hereafter in development, manufactured, marketed, sold, distributed or serviced by the Company after the date hereof, but in each case which is the same as Counter Bulletin Board or similar public trading system. FOIA CONFIDENTIAL TREATMENT REQUEST BY HEDGEPATH PHARMACEUTICALS, INC. IRS EMPLOYER IDENTIFICATION NUMBER 30-0793665 Confidential treatment requested with respect to or competes with, or has a usage allied to, a product being actively developed, marketed, sold or distributed by the Company at any time during Employee’s final twelve (12) months of employment by the Company. certain portions hereof denoted with “***”

Appears in 1 contract

Samples: Employment Agreement (HedgePath Pharmaceuticals, Inc.)

Non-Compete. Company and Employee agree that the services rendered by Employee under this Agreement are unique and irreplaceable. Employee agrees that while this Agreement is in effect during the Term of Employment and for the longer a period of twelve ( i 12) the Pay-out Period months thereafter, Employee shall not: (a) conduct business or initiate activities, engage or participate for or in, directly or indirectly (whether as an officer, director, employee, partner, consultant, holder of an equity or debt investment, lender, advisor), or lend his/her name ( ii or any part or variant thereof) to any business, in any part of the world, which is, or as a one-year period after result of the Employee's engagement or participation would become, competitive with any termination aspect of this Agreement Company's bacteriophage business including therapies, genetic engineering tools and methods, expression systems and diagnostics and therapeutic products derived therefrom; ( the “Restricted Period”), Employee will not b) deal, directly or indirectly, alone or in a competitive manner with others, individually or through or by a corporate or other any customers doing business entity with Company during the Term of Engagement (except in which he may be interested as a partner, member, shareholder, joint venturer, connection with the performance of the duties and obligations of Employee to Company during the Term of Employment); (c) solicit any officer, director, employee or otherwise agent of Company to become an officer, own director, manage employee or agent of Employee, control his respective affiliates or anyone else; or, (d) engage in or participate in, lend his name to directly, or render services to or for any business within conducted under any name that shall be the United States of America same or Canada which is competitive with that similar to the name of the Company’s primary lines Company or trade name used by it. Ownership, in the aggregate, of business, provided, however, less that 2% of the foregoing shall not be deemed to prevent the ownership by Employee of up to two percent (2%) of any class of securities outstanding shares or capital stock of any corporation which is regularly traded with one or more classes of its capital stock listed on any a national securities exchange. For exchange or publicly traded in the purpose of this Agreement, over-the-counter market shall not constitute a business activity competitive with the primary lines of business violation of the Company shall include the design, manufacture, marketing, sale, distribution or servicing of any of the following: high-speed optical detectors, terahertz devices, optoelectronic components, optoelectronic subsystems and systems, III-V materials, or optoelectronic semiconductor epilayer designs or structures or any other product and product group hereafter in development, manufactured, marketed, sold, distributed or serviced by the Company after the date hereof, but in each case which is the same as or similar to or competes with, or has a usage allied to, a product being actively developed, marketed, sold or distributed by the Company at any time during Employee’s final twelve (12) months of employment by the Company foregoing provision.

Appears in 1 contract

Samples: Employment Agreement (Phage Therapeutics International Inc)

Non-Compete. Employee The Executive hereby covenants and agrees that while this Agreement is in effect during the Engagement Term and for a period of one year following the longer of (i) Expiration Date, the Pay-out Period, or (ii) a one-year period after any termination of this Agreement (the “Restricted Period”), Employee Executive will not , without the prior written consent of the Company, directly or indirectly, alone on his own behalf or with in the service or on behalf of others, individually 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 by a corporate parent entity or other business entity in which he may be interested (whether as a partner shareholder, member, shareholder agent, joint venturer, officer security holder, director trustee, employee partner, Executive, creditor lending credit or money for the purpose of establishing or operating any such business, partner or otherwise , own, manage, control, participate in, lend his name to, or render services to or for ) with any business within Competing Business in the United States of America or Canada which is competitive with that of the Company’s primary lines of business, provided, however, that the foregoing shall not be deemed to prevent the ownership by Employee of up to two percent (2%) of any class of securities of any corporation which is regularly traded on any national securities exchange Covered Area. For the purpose of this Agreement Section 14(a), a business activity competitive with the primary lines of business (i) “Competing Business” means any pharmaceutical, bio-pharmaceutical or biotechnology company, any contract manufacturer, any research laboratory or other company or entity (whether or not organized for profit) that has, or is seeking to develop, one or more products or therapies that is related to virology and (ii) “Covered Area” means all geographical areas of the United States and other foreign jurisdictions where Company shall include then has offices and/or sells its products directly or indirectly through distributors and/or other sales agents. Notwithstanding the design foregoing, manufacture the Executive may own shares of companies whose securities are publicly traded, marketing, sale, distribution or servicing so long as ownership of such securities do not constitute more than one percent (1%) of the outstanding securities of any of the following: high-speed optical detectors, terahertz devices, optoelectronic components, optoelectronic subsystems and systems, III-V materials, or optoelectronic semiconductor epilayer designs or structures or any other product and product group hereafter in development, manufactured, marketed, sold, distributed or serviced by the Company after the date hereof, but in each case which is the same as or similar to or competes with, or has a usage allied to, a product being actively developed, marketed, sold or distributed by the Company at any time during Employee’s final twelve (12) months of employment by the Company such company.

Appears in 1 contract

Samples: Executive Agreement (ContraVir Pharmaceuticals, Inc.)

Non-Compete. Employee agrees that while this Agreement is for a period of twenty-four (24) months from the Termination Date, within a 100-mile radius of any location in effect and for the longer which Employee acted, conducted business of managed business on behalf of Employer ( i) the Pay-out Period, or (ii) a one-year period after any termination of this Agreement (the “Restricted Period Area”), Employee will not not (a) accept employment with, or (b) provide services to, as an employee, consultant, independent contractor or otherwise, any company, individual or entity which competes, directly or indirectly, alone or with others any of Danka’s lines of business including, individually or through or by a corporate or other business entity in which he may be interested as a partner, member, shareholder, joint venturer, officer, director, employee or otherwise, own, manage, control, participate in, lend his name but not limited to, the sales and service of copiers, multi-function devices, printers, facsimile equipment and related supplies and the providing of facilities management, consulting, software, document output or render services to or for any business within the United States of America or Canada which is competitive with that of the Company’s primary lines of business, provided, however, that the foregoing related services. Nothing contained in this Section shall not be deemed to prevent prohibit Employee from acquiring, solely as an investment, less than one percent interest in the ownership by Employee of up to two percent (2%) equity of any class of securities of any publicly traded corporation which is regularly traded on any national securities exchange. For the purpose of this Agreement, a business activity competitive with the primary lines of business of the Company shall include the design, manufacture, marketing, sale, distribution or servicing of any of the following: high-speed optical detectors, terahertz devices, optoelectronic components, optoelectronic subsystems and systems, III-V materials, or optoelectronic semiconductor epilayer designs or structures or any other product and product group hereafter in development, manufactured, marketed, sold, distributed or serviced by the Company after the date hereof, but in each case which is the same as or similar to or competes with, or has a usage allied to, a product being actively developed, marketed, sold or distributed by the Company at any time during Employee’s final twelve (12) months of employment by the Company limited partnership.

Appears in 1 contract

Samples: Separation Agreement (Danka Business Systems PLC)

Non-Compete. Employee The Executive hereby covenants and agrees that while this Agreement is in effect and for during the longer of (i) the Pay-out Period, or (ii) a one-year period after any termination term of this Agreement ( and for a period of one year following the “Restricted Period”) end of the Employment Term, Employee the Executive will not , without the prior written consent of the Company, directly or indirectly, alone on his own behalf or with in the service or on behalf of others, individually 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 by a corporate parent entity or other business entity in which he may be interested (whether as a partner shareholder, member, shareholder agent, joint venturer, officer security holder, director trustee, employee partner, Executive, creditor lending credit or money for the purpose of establishing or operating any such business, partner or otherwise , own, manage, control, participate in, lend his name to, or render services to or for ) with any business within Competing Business in the United States of America or Canada which is competitive with that of the Company’s primary lines of business, provided, however, that the foregoing shall not be deemed to prevent the ownership by Employee of up to two percent (2%) of any class of securities of any corporation which is regularly traded on any national securities exchange Covered Area. For the purpose of this Agreement Section 3.1, a business activity competitive with the primary lines of business (i) "Competing Business" means any biotechnology or pharmaceutical company, any contract manufacturer, any research laboratory or other company or entity (whether or not organized for profit) that has, or is seeking to develop, one or more products or therapies that is related to guanylyl cyclase receptor agonists and (ii) "Covered Area" means all geographical areas of the United States and foreign jurisdictions where the Company shall include then has offices and/or sells its products directly or indirectly through distributors and/or other sales agents. Notwithstanding the design foregoing, manufacture the Executive may own shares of companies whose securities are publicly trades, marketing, sale, distribution or servicing so long as such securities do not constitute more than one percent (1%) of the outstanding securities of any of the following: high-speed optical detectors, terahertz devices, optoelectronic components, optoelectronic subsystems and systems, III-V materials, or optoelectronic semiconductor epilayer designs or structures or any other product and product group hereafter in development, manufactured, marketed, sold, distributed or serviced by the Company after the date hereof, but in each case which is the same as or similar to or competes with, or has a usage allied to, a product being actively developed, marketed, sold or distributed by the Company at any time during Employee’s final twelve (12) months of employment by the Company such company.

Appears in 1 contract

Samples: Executive Employment Agreement (Synergy Pharmaceuticals, Inc.)

Non-Compete. Employee agrees that while this in addition to the non-competition restrictions set forth in the Purchase Agreement is between Employee and Cantel dated as of July 1, 2005 that are binding on Employee in effect his capacity as a selling shareholder thereunder, during the Employment Period and for a period of two-years following the longer of (i) the Pay-out Period, or (ii) a one-year period after any termination of this Agreement Employee’s employment hereunder (the “ Restricted Non-Complete/Non-Interference Period”), Employee will not, directly or indirectly, alone or with others, individually or through or by a corporate or other business entity in which he may be interested as a partner , member , shareholder, joint venturer, officer, director, employee or otherwise, own, manage, control, participate in, lend his name to, or render services to or for any business within the United States of America or Canada which that is competitive with that of the Company ’s primary lines of business , provided, however, that the foregoing shall not be deemed to prevent the ownership by Employee of up to two percent three ( 2 3%) percent of any class of securities of any corporation which is regularly traded on any national securities exchange stock exchange or over-the-counter market. For Notwithstanding the definition of “Company” in the first paragraph of Section 5, for the purpose of this Agreement, a business activity competitive with the primary lines of business of the Company shall include only the design, manufacture, marketing, sale, distribution or servicing service of any of the following following products: high-speed optical detectors, terahertz devices, optoelectronic components, optoelectronic subsystems and systems, III-V materials, or optoelectronic semiconductor epilayer designs or structures or any other product and product group hereafter in development (i) products designed, manufactured, marketed, sold, distributed or serviced by the Company after the date hereof, but in each case which is the same as Crosstex or similar to or competes with, or has a usage allied to, a product being actively developed, marketed, sold or distributed by the Company any subsidiary of Crosstex at any time during Employee’s final twelve the Employment Period and ( 12 ii) months of employment any other product or product manufactured, marketed, sold, distributed or serviced by a Company other than Crosstex during the Company Employment Period where either (a) Employee has management or supervisory responsibility related thereto, or (b) such product is paper, plastic, or plastic derivative product manufactured or sold by Saf-T-Pak, or (c) such product is sold principally to the dental industry.

Appears in 1 contract

Samples: Employment Agreement (Cantel Medical Corp)

Non-Compete. Employee agrees that while During the term of Service Member’s provision of services to the Company, whether pursuant to this Agreement is in effect Agreement, any automatic or other renewal hereof, or otherwise, and for a period of eighteen (18) months following the longer of (i) the Pay-out Period, or (ii) a one-year period after any termination of this Agreement ( Service Member’s services, regardless of the “Restricted Period”) reason for such termination, Employee will Service Member shall not, directly or indirectly, alone within the Restricted Area (as defined below) provide any services, or enter into, engage in, be employed by, or consult with others any business, individually or through or by a corporate regardless of form (e.g., partnership, joint venture, professional association or other type of corporation, limited liability company, sole proprietorship or otherwise), in competition with the Company in any line of the “Dental Laboratory Business.” The “Dental Laboratory Business” means manufacture, sourcing, distribution, marketing, selling, or any combination of the foregoing, of custom dental prosthetic devices, including the remote capture and transmission of digital scans of the mouth or teeth to a manufacturing facility, the receipt of such transmission, and the production of custom dental prosthetic devices based on such transmission. The “Dental Laboratory Business” does not include the provision of services to a company whose primary business entity purpose is the manufacture of dental equipment, including the development of computer software. Prohibited competitive business activities include, but are not limited to, Service Member’s participation in which he may be interested a competitive business enterprise as a partner, member, shareholder, joint venturer an employee, officer, director, employee consultant, agent, partner, member or otherwise, own, manage, control, participate in, lend his name to, or render services to or for any business within the United States of America or Canada which is competitive with that of the Company’s primary lines of business, provided, however, proprietor; provided that the foregoing shall not be deemed to prevent the ownership by Employee of up to no more than two percent (2%) of any class the stock of securities of any a publicly traded corporation which is regularly traded on any national securities exchange. For the purpose of this Agreement, engaged in a competitive business activity shall not be deemed to be engaging in competitive with the primary lines of business of the Company shall include the design, manufacture, marketing, sale, distribution or servicing of any of the following: high-speed optical detectors, terahertz devices, optoelectronic components, optoelectronic subsystems and systems, III-V materials, or optoelectronic semiconductor epilayer designs or structures or any other product and product group hereafter in development, manufactured, marketed, sold, distributed or serviced by the Company after the date hereof, but in each case which is the same as or similar to or competes with, or has a usage allied to, a product being actively developed, marketed, sold or distributed by the Company at any time during Employee’s final twelve (12) months of employment by the Company activities.

Appears in 1 contract

Samples: Supplementary Member Services Agreement (Sun Dental Holdings, LLC)

Non-Compete. Employee The Executive hereby covenants and agrees that while this Agreement is in effect and for during the longer of (i) the Pay-out Period, or (ii) a one-year period after any termination term of this Agreement ( and for a period of one year following the “Restricted Period”) end of the Employment Term, Employee the Executive will not , without the prior written consent of the Company, directly or indirectly, alone on his own behalf or with in the service or on behalf of others, individually 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 by a corporate parent entity or other business entity in which he may be interested (whether as a partner shareholder, member, shareholder agent, joint venturer, officer security holder, director trustee, employee partner, consultant, creditor lending credit or money for the purpose of establishing or operating any such business, partner or otherwise , own, manage, control, participate in, lend his name to, or render services to or for ) with any business within Competing Business in the United States of America or Canada which is competitive with that of the Company’s primary lines of business, provided, however, that the foregoing shall not be deemed to prevent the ownership by Employee of up to two percent (2%) of any class of securities of any corporation which is regularly traded on any national securities exchange Covered Area. For the purpose of this Agreement Section 3.1, a business activity competitive with the primary lines of business (i) "Competing Business" means any biotechnology or pharmaceutical company, any contract manufacturer, any research laboratory or other company or entity (whether or not organized for profit) that has, or is seeking to develop, one or more products or therapies that is related to azaspiranes and guanylyl cyclase receptor agonists and (ii) "Covered Area" means all geographical areas of the United States, Ireland, Germany and other foreign jurisdictions where Company shall include then has offices and/or sells its products directly or indirectly through distributors and/or other sales agents. Notwithstanding the design foregoing, manufacture the Executive may own shares of companies whose securities are publicly traded, marketing, sale, distribution or servicing so long as ownership of such securities do not constitute more than one percent (1%) of the outstanding securities of any of the following: high-speed optical detectors, terahertz devices, optoelectronic components, optoelectronic subsystems and systems, III-V materials, or optoelectronic semiconductor epilayer designs or structures or any other product and product group hereafter in development, manufactured, marketed, sold, distributed or serviced by the Company after the date hereof, but in each case which is the same as or similar to or competes with, or has a usage allied to, a product being actively developed, marketed, sold or distributed by the Company at any time during Employee’s final twelve (12) months of employment by the Company such company.

Appears in 1 contract

Samples: Executive Employment Agreement (Callisto Pharmaceuticals Inc)

Non-Compete. Employee The Contractor hereby covenants and agrees that while this Agreement is in effect and for during the longer of (i) the Pay-out Period, or (ii) a one-year period after any termination term of this Agreement ( Agreement, the “Restricted Period”), Employee Contractor will not , without the prior written consent of the Company, directly or indirectly, alone on his own behalf or with in the service or on behalf of others, individually 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 by a corporate parent entity or other business entity in which he may be interested (whether as a partner shareholder, member, shareholder agent, joint venturer, officer security holder, director trustee, employee partner, consultant, creditor lending credit or money for the purpose of establishing or operating any such business, partner or otherwise , own, manage, control, participate in, lend his name to, or render services to or for ) with any business within Competing Business in the United States of America or Canada which is competitive with that of the Company’s primary lines of business, provided, however, that the foregoing shall not be deemed to prevent the ownership by Employee of up to two percent (2%) of any class of securities of any corporation which is regularly traded on any national securities exchange Covered Area. For the purpose of this Agreement, a business activity competitive with (i) “Competing Business” means the primary lines exploration, development, and production of business mineral resources utilizing “Hard Rock Mining” methods and techniques and (ii) “Covered Area” means all geographical areas of t South America, and other foreign jurisdictions where Company then has offices and/or sells its products directly or indirectly through distributors and/or other sales agents. Notwithstanding the foregoing, the Contractor may own shares of companies whose securities are publicly trades, so long as such securities do not constitute more than five percent (5%) of the Company shall include the design, manufacture, marketing, sale, distribution or servicing outstanding securities of any of the following: high-speed optical detectors, terahertz devices, optoelectronic components, optoelectronic subsystems and systems, III-V materials, or optoelectronic semiconductor epilayer designs or structures or any other product and product group hereafter in development, manufactured, marketed, sold, distributed or serviced by the Company after the date hereof, but in each case which is the same as or similar to or competes with, or has a usage allied to, a product being actively developed, marketed, sold or distributed by the Company at any time during Employee’s final twelve (12) months of employment by the Company such company.

Appears in 1 contract

Samples: Contractor Engagement Agreement (Tao Minerals Ltd.)

Non-Compete. Employee Moylan hereby covenants and agrees that while this Agreement is in effect and for the longer of (i) the Pay-out Period, or (ii) a one-year period after any termination of this Agreement (the “Restricted Period”), Employee Moylan will not , during the Term or for a period of two (2) years immediately after the Term, without the prior written consent of the Company, directly or indirectly, alone on his own behalf or with in the service or on behalf of others, individually 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 by a corporate parent entity or other business entity in which he may be interested (whether as a partner shareholder, member, shareholder agent, joint venturer, officer security holder, director trustee, employee partner, consultant, creditor lending credit or money for the purpose of establishing or operating any such business, partner or otherwise , own, manage, control, participate in, lend his name to, or render services to or for ) with any business within Competing Business in the United States of America or Canada which is competitive with that of the Company’s primary lines of business, provided, however, that the foregoing shall not be deemed to prevent the ownership by Employee of up to two percent (2%) of any class of securities of any corporation which is regularly traded on any national securities exchange Covered Area. For the purpose hereof “Competing Business” means any provider of this Agreement memory products or memory performance solutions other than Dataram Memory if Moylan is providing services to Dataram Memory as set forth herein, a business activity competitive with the primary lines of business of the Company shall include the design, manufacture, marketing, sale, distribution or servicing of any of the following: high-speed optical detectors, terahertz devices, optoelectronic components, optoelectronic subsystems and systems, III-V materials, or optoelectronic semiconductor epilayer designs or structures or any other product and product group hereafter business engaged in development, manufactured, marketed, sold, distributed or serviced planned by the Company after on the date hereof and within a period of two (2) years prior to the date hereof, but in each case which is the same as and any mining or resource business conducted by or similar to the business of U.S Gold and its subsidiaries and (ii) “Covered Area” means all geographical areas of the United States and foreign jurisdictions where Company then has offices and/or sells its products directly or competes with indirectly through distributors and/or other sales agents. Notwithstanding the foregoing, or has a usage allied to Moylan may own shares of companies whose securities are publicly traded, a product being actively developed, marketed, sold or distributed by so long as ownership of such securities do not constitute more than one (1%) percent of the Company at outstanding securities of any time during Employee’s final twelve (12) months of employment by the Company such company.

Appears in 1 contract

Samples: Separation Agreement (Dataram Corp)

Non-Compete. Employee agrees that while this Agreement is in effect and for a period of twenty-four (24) months following the longer of (i) the Pay-out Period, or (ii) a one-year period after any termination of this Agreement ( Employee’s employment hereunder, except as a result of the “Restricted Period”) breach by the Company of any material term or condition hereof, Employee will not, directly or indirectly, alone or with others, individually or through or by a corporate or other business entity in which he may be interested as a partner , member , shareholder, joint venturer, officer, director, employee or otherwise, own, manage, control, participate in, lend his name to, or render services to or for any business within the continental United States of America or Canada which is competitive with that of the Company ’s primary lines of business , provided, however, that the foregoing shall not be deemed to prevent the ownership by Employee of up to two percent five ( 2 5%) percent of any class of securities of any corporation which is regularly traded on any national securities exchange stock exchange or over-the-counter market. For the purpose of this Agreement, a business activity competitive with the primary lines of business of the Company shall include only the design, manufacture, marketing, sale, or distribution of (i) endoscopes, (ii) endoscope disinfection or servicing of any of the following: high-speed optical detectors sterilization equipment or supplies, terahertz devices (iii) infection control equipment, optoelectronic components products, optoelectronic subsystems and supplies or systems, III-V materials (iv) water treatment systems and supplies, (v) specialty packaging products for transporting infectious and biological specimens,(vi) products or services for the dialysis, medical device reprocessing, or optoelectronic semiconductor epilayer designs filtration and separation markets or structures or (vii) any other product and or product group hereafter in development, manufactured, marketed, sold, distributed or serviced by the Company after the date hereof, but in each case hereof (collectively “Products”) which is are the same as or similar to or competes compete with, or has have a usage allied to, a product to Products being actively developed, marketed, sold or distributed by the Company at any time during the last twelve months of Employee’s final twelve (12) months of employment by the Company.

Appears in 1 contract

Samples: Employment Agreement (Cantel Medical Corp)

Non-Compete. Employee The Executive hereby covenants and agrees that while this Agreement is in effect during the Engagement Term and for a period of one year following the longer of (i) Expiration Date, the Pay-out Period, or (ii) a one-year period after any termination of this Agreement (the “Restricted Period”), Employee Executive will not , without the prior written consent of the Company, directly or indirectly, alone on his own behalf or with in the service or on behalf of others, individually 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 by a corporate parent entity or other business entity in which he may be interested (whether as a partner shareholder, member, shareholder agent, joint venturer, officer security holder, director trustee, employee partner, Executive, creditor lending credit or money for the purpose of establishing or operating any such business, partner or otherwise , own, manage, control, participate in, lend his name to, or render services to or for ) with any business within Competing Business in the United States of America or Canada which is competitive with that of the Company’s primary lines of business, provided, however, that the foregoing shall not be deemed to prevent the ownership by Employee of up to two percent (2%) of any class of securities of any corporation which is regularly traded on any national securities exchange Covered Area. For the purpose of this Agreement Section 14(a), a business activity competitive with the primary lines of business (i) “Competing Business” means any medical diagnostic company, any contract manufacturer, any research laboratory or other company or entity (whether or not organized for profit) that has, or is seeking to develop, one or more products or therapies that is related to trans renal DNA and (ii) “Covered Area” means all geographical areas of the United States and other foreign jurisdictions where Company shall include then has offices and/or sells its products directly or indirectly through distributors and/or other sales agents. Notwithstanding the design foregoing, manufacture the Executive may own shares of companies whose securities are publicly traded, marketing, sale, distribution or servicing so long as ownership of such securities do not constitute more than one percent (1%) of the outstanding securities of any of the following: high-speed optical detectors, terahertz devices, optoelectronic components, optoelectronic subsystems and systems, III-V materials, or optoelectronic semiconductor epilayer designs or structures or any other product and product group hereafter in development, manufactured, marketed, sold, distributed or serviced by the Company after the date hereof, but in each case which is the same as or similar to or competes with, or has a usage allied to, a product being actively developed, marketed, sold or distributed by the Company at any time during Employee’s final twelve (12) months of employment by the Company such company.

Appears in 1 contract

Samples: Executive Agreement (TrovaGene Inc.)

Non-Compete. Employee agrees that while this Agreement is in effect During Employee's employment with the Company and for the longer a period of two ( i 2) the Pay-out Period, or (ii) a one-year period after any years following termination of this Agreement (the “Restricted Period”) employment for any reason or no reason, Employee will shall not, directly or indirectly, alone or with others, individually or through or by a corporate or other business entity in which he may be interested as a partner, member, shareholder, joint venturer, officer, director, employee or otherwise engage in, own, manage, operate, finance, control, or participate in in the ownership, lend his name to management, operation or render services to or for control of any business within which (i) engages in the design, manufacture, marketing, advertising, sale and promotion of electronic nicotine delivery systems (ENDS), including without limitation, electronic cigarette products, vaporizers, tanks and mods, e-liquids, and related accessories (collectively, the "Restricted Business") anywhere in the United States or the world where the Company, Turning Point Brands, Inc., the Buyer, or their respective subsidiaries (collectively, the "TPB Group") engaged in the Restricted Business during Employee's employment with the Company or in which the Company had plans to participate at the time of America Employee's employment, or Canada (ii) competes with the products which is competitive with that are being manufactured or sold by any of the Company’s primary lines TPB Group on the date of business, provided, however, that the termination of employment. Notwithstanding the foregoing shall not be deemed to prevent restriction, Employee may purchase or acquire in the ownership by Employee of aggregate, as a passive investment, up to two (but not more than) five percent (2%) of any class of securities of any corporation enterprise which is regularly traded engaged in competitive activities if such securities are listed on any national securities exchange. For exchange or have been registered under the purpose of this Agreement, a business activity competitive with the primary lines of business applicable provisions of the Company shall include the design Securities Exchange Act of 1934 or any foreign securities exchange, manufacture, marketing, sale, distribution or servicing of provided Employee does not otherwise participate in any activities of the following: high-speed optical detectors, terahertz devices, optoelectronic components, optoelectronic subsystems and systems, III-V materials, or optoelectronic semiconductor epilayer designs or structures or any other product and product group hereafter in development, manufactured, marketed, sold, distributed or serviced by the Company after the date hereof, but in each case which is the same as or similar to or competes with, or has a usage allied to, a product being actively developed, marketed, sold or distributed by the Company at any time during Employee’s final twelve (12) months of employment by the Company enterprise.

Appears in 1 contract

Samples: Employment Agreement (Turning Point Brands, Inc.)

Non-Compete. Employee The Executive hereby agrees that while this Agreement is in effect during the period commencing on the date hereof and ending on the first (1st) anniversary of the date on which the Executive’s employment with the Company terminates for the longer of (i) the Pay-out Period, or (ii) a one-year period after any termination of this Agreement reason (the “ Restricted Non-Compete Period”), Employee he will not , without the express written consent of the Company, directly or indirectly, alone anywhere in the United States or with others Canada, individually engage in any activity which is, or through participate or by a corporate invest in, or other business entity in which he may be interested provide or facilitate the provision of financing to, or assist (whether as a partner owner, part-owner, shareholder, member, shareholder partner, joint venturer director, officer, director trustee, employee employee, agent or otherwise, own, manage, control, participate in, lend his name to consultant, or render services to in any other capacity), any business, organization or for person other than the Company (or any business within the United States of America subsidiary or Canada which is competitive with that affiliate of the Company ’s primary lines of ), whose business, provided activities, however products or services are directly competitive with any of the business, activities, products or services conducted by or in active planning by the Company (or any subsidiary or affiliate of the Company) on the date that the foregoing Executive’s employment with the Company terminates and which are in the Company’s Field of Interest (each a “Competitive Business”); provided that the Executive shall be permitted to be employed by an entity which operates an ancillary business in the Company’s Field of Interest so long as the Executive is not be deemed to prevent the ownership by Employee of up to two percent (2%) of any class of securities of any corporation which is regularly traded on any national securities exchange involved in such ancillary business. For the purpose purposes of this Agreement, a the Company’s “Field of Interest” shall include, without limitation, the development, implementation or licensing or sale of methods of using nanopulse electricity for bio-medical applications, including for diagnosis, detection, prevention, treatment or cure of tumors or cancers of internal organs, or benign diseases that can be treated by the ablation of internal tissue as well as other dermatologic applications and any other business activity competitive with the primary lines of business of the Company shall include the design engaged in, manufacture, marketing, sale, distribution conducted by or servicing of any of the following: high-speed optical detectors, terahertz devices, optoelectronic components, optoelectronic subsystems and systems, III-V materials, or optoelectronic semiconductor epilayer designs or structures or any other product and product group hereafter in development, manufactured, marketed, sold, distributed or serviced active planning by the Company after or its subsidiaries or affiliates on the date hereof, but in each case which is the same as or similar to or competes with, or has a usage allied to, a product being actively developed, marketed, sold or distributed by Executive’s employment with the Company at terminates. Notwithstanding anything herein to the contrary, the Executive may make passive investments in any time during Employee’s final twelve enterprise the shares of which are publicly traded if such investment constitutes less than three percent ( 12 3%) months of employment by the Company equity of such enterprise.

Appears in 1 contract

Samples: Electroblate Chief Scientific Officer Employment Agreement (Pulse Biosciences, Inc.)

Non-Compete. Employee The Executive hereby covenants and agrees that while this Agreement is in effect and for during the longer of (i) the Pay-out Period, or (ii) a one-year period after any termination term of this Agreement ( and for a period of one year following the “Restricted Period”) end of the Employment Term, Employee the Executive will not , without the prior written consent of the Company, directly or indirectly, alone on his own behalf or with in the service or on behalf of others, individually 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 by a corporate parent entity or other business entity in which he may be interested (whether as a partner shareholder, member, shareholder agent, joint venturer, officer security holder, director trustee, employee partner, Executive, creditor lending credit or money for the purpose of establishing or operating any such business, partner or otherwise , own, manage, control, participate in, lend his name to, or render services to or for ) with any business within Competing Business in the United States of America or Canada which is competitive with that of the Company’s primary lines of business, provided, however, that the foregoing shall not be deemed to prevent the ownership by Employee of up to two percent (2%) of any class of securities of any corporation which is regularly traded on any national securities exchange Covered Area. For the purpose of this Agreement Section 3.1, a business activity competitive with the primary lines of business (i) “Competing Business” means any medical diagnostic company, any contract manufacturer, any research laboratory or other company or entity (whether or not organized for profit) that has, or is seeking to develop, one or more products or therapies that is related to trans renal DNA, (ii) “Covered Area” means all geographical areas of the United States and other foreign jurisdictions where Company shall include then has offices and/or sells its products directly or indirectly through distributors and/or other sales agents. Notwithstanding the design foregoing, manufacture the Executive may own shares of companies whose securities are publicly traded, marketing, sale, distribution or servicing so long as ownership of such securities do not constitute more than one percent (1%) of the outstanding securities of any of the following: high-speed optical detectors, terahertz devices, optoelectronic components, optoelectronic subsystems and systems, III-V materials, or optoelectronic semiconductor epilayer designs or structures or any other product and product group hereafter in development, manufactured, marketed, sold, distributed or serviced by the Company after the date hereof, but in each case which is the same as or similar to or competes with, or has a usage allied to, a product being actively developed, marketed, sold or distributed by the Company at any time during Employee’s final twelve (12) months of employment by the Company such company.

Appears in 1 contract

Samples: Executive Employment Agreement (TrovaGene Inc.)

Non-Compete. Employee agrees that while this Agreement is in effect and for a period of twenty-four (24) months following the longer of (i) the Pay-out Period, or (ii) a one-year period after any termination of this Agreement Employee’s employment hereunder, except as a result of the breach by the Company of any material term or condition hereof ( the a Restricted Period Breach”), Employee will not, directly or indirectly, alone or with others, individually or through or by a corporate or other business entity in which he may be interested as a partner , member , shareholder, joint venturer, officer, director, employee or otherwise, own, manage, control, participate in, lend his name to, or render services to or for any business within the continental United States of America or Canada which is competitive with that of the Company ’s primary lines of business , provided, however, that the foregoing shall not be deemed to prevent the ownership by Employee of up to two percent five ( 2 5%) percent of any class of securities of any corporation which is regularly traded on any national securities exchange stock exchange or over-the-counter market. For the purpose of this Agreement, a business activity competitive with the primary lines of business of the Company shall include only the design, manufacture, marketing, sale, distribution or servicing service of any of the following: high-speed optical detectors following products (collectively, terahertz devices “Products”): (i) endoscopes, optoelectronic components (ii) endoscope disinfection or sterilization equipment or supplies, optoelectronic subsystems and (iii) infection control equipment, products, supplies or systems, III-V materials (iv) water treatment systems and supplies, (v) specialty packaging products for transporting infectious and biological specimens,(vi) products or services for the dialysis, medical device reprocessing, or optoelectronic semiconductor epilayer designs filtration and separation markets or structures or (vii) any other product and or product group hereafter in development, manufactured, marketed, sold, distributed or serviced by the Company after the date hereof , ; but in each case which is are the same as or similar to or competes compete with, or has have a usage allied to, a product Products being actively developed, marketed, sold or distributed by the Company at any time during the last twelve months of Employee’s final twelve (12) months of employment by the Company.

Appears in 1 contract

Samples: Employment Agreement (Cantel Medical Corp)

Non-Compete. Employee agrees that while this Agreement is in effect and for a period of twelve (12) months following the longer of (i) the Pay-out Period, or (ii) a one-year period after any termination of this Agreement ( Employee’s employment hereunder, except as a result of the “Restricted Period”) breach by the Company of any material term or condition hereof, Employee will not, directly or indirectly, alone or with others, individually or through or by a corporate or other business entity in which he may be interested as a partner , member , shareholder, joint venturer, officer, director, employee or otherwise, own, manage, control, participate in, lend his name to, or render services to or for any business within the continental United States of America or Canada which is competitive with that of the Company ’s primary lines of business , provided, however, that the foregoing shall not be deemed to prevent the ownership by Employee of up to two percent five ( 2 5%) percent of any class of securities of any corporation which is regularly traded on any national securities exchange stock exchange or over-the-counter market. For the purpose of this Agreement, a business activity competitive with the primary lines of business of the Company shall include only the design, manufacture, marketing, sale, distribution or servicing service of any of the following: high-speed optical detectors following products (collectively, terahertz devices “Products”): (i) endoscopes, optoelectronic components (ii) endoscope disinfection or sterilization equipment or supplies, optoelectronic subsystems and (iii) infection control equipment, products, supplies or systems, III-V materials (iv) water treatment systems and supplies, (v) specialty packaging products for transporting infectious and biological specimens,(vi) products or services for the dialysis, medical device reprocessing, or optoelectronic semiconductor epilayer designs filtration and separation markets or structures or (vii) any other product and or product group hereafter in development, manufactured, marketed, sold, distributed or serviced by the Company after the date hereof , ; but in each case which is are the same as or similar to or competes compete with, or has have a usage allied to, a product Products being actively developed, marketed, sold or distributed by the Company at any time during the last twelve months of Employee’s final twelve (12) months of employment by the Company.

Appears in 1 contract

Samples: Employment Agreement (Cantel Medical Corp)

Non-Compete. The Employee hereby covenants and agrees that while this Agreement is in effect during the Initial Employment Term and for the longer of (i) the Pay-out Period, or (ii) a one-year period after any termination Employment Term of this Agreement ( and for a period of one year following the “Restricted Period”) end of the Initial Employment Term and one year following the end of the Employment Term, the Employee will not , without the prior knowledge of the Company, directly or indirectly, alone on his own behalf or with in the service or on behalf of others, individually 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 by a corporate parent entity or other business entity in which he may be interested (whether as a partner shareholder, member, shareholder agent, joint venturer, officer security holder, director trustee, employee partner, consultant, creditor lending credit or money for the purpose of establishing or operating any such business, partner or otherwise , own, manage, control, participate in, lend his name to, or render services to or for ) with any business within Competing Business in the United States of America or Canada which is competitive with that of the Company’s primary lines of business, provided, however, that the foregoing shall not be deemed to prevent the ownership by Employee of up to two percent (2%) of any class of securities of any corporation which is regularly traded on any national securities exchange Covered Area. For the purpose of this Agreement Section 3.1, a business activity competitive with (i) “Competing Business” means the primary lines of business of the Company shall include or any of its subsidiaries, whether partially or whole owned, directly or indirectly related to mineral exploration, constructing, owning and managing seed processing facilities, refineries producing bio diesel products (and associated power generation facilities if commercially desirable) and engaging in the design business of selling supplying and distributing bio diesel products, manufacture and (ii) “Covered Area” means all geographical areas of the United Kingdom, marketing the U.S and Canada and other foreign jurisdictions where Company then has offices and/or engages in mineral exploration, sale constructs, distribution owns or servicing manages seed processing facilities, refineries producing bio diesel products (and associated power generation facilities if commercially desirable) or engage in the business of selling supplying and distributing bio diesel products. Notwithstanding the foregoing, the Employee may own shares of companies whose securities are publicly traded, so long as such securities do not constitute more than five percent (5%) of the outstanding securities of any of the following: high-speed optical detectors, terahertz devices, optoelectronic components, optoelectronic subsystems and systems, III-V materials, or optoelectronic semiconductor epilayer designs or structures or any other product and product group hereafter in development, manufactured, marketed, sold, distributed or serviced by the Company after the date hereof, but in each case which is the same as or similar to or competes with, or has a usage allied to, a product being actively developed, marketed, sold or distributed by the Company at any time during Employee’s final twelve (12) months of employment by the Company such company.

Appears in 1 contract

Samples: Employee Employment Agreement (Malibu Minerals Inc.)

Non-Compete. Employee agrees that while this Agreement is in effect and for a period of one year following the longer of (i) the Pay-out Period, or (ii) a one-year period after any termination of this Agreement Employee's employment hereunder (the “Restricted "Non-Competition Period ") , except as a result of the breach by the Company of any material term or condition hereof, Employee will not, directly or indirectly, alone or with others, individually or through or by a corporate or other business entity in which he may be interested as a partner , member , shareholder, joint venturer, officer, director, employee or otherwise, own, manage, control, participate in, lend his name to, or render services to or for any business within the continental United States of America or Canada which is competitive with that of the Company’s primary lines Company or any of business its affiliates, provided, however, that the foregoing shall not be deemed to prevent the ownership by Employee of up to two five percent (2%) of any class of securities of any corporation which is regularly traded on any national securities exchange stock exchange or over-the-counter market. For the purpose of this Agreement, a business activity competitive with the primary lines of business of the Company or any of its affiliates shall include only the design, manufacture, marketing, sale, or distribution of (i) endoscopes, (ii) endoscope disinfection or servicing of any of the following: high-speed optical detectors sterilization equipment or supplies, terahertz devices (iii) medical waste disposal systems or (iv) infection control equipment, optoelectronic components products, optoelectronic subsystems and systems, III-V materials, supplies or optoelectronic semiconductor epilayer designs or structures or any other product and product group hereafter in development, manufactured, marketed, sold, distributed or serviced by the Company after the date hereof, but in each case systems (collectively "Products") which is are the same as or similar to or competes compete with, or has have a usage allied to, a product to Products being actively developed, marketed, sold or distributed by the Company or any of its affiliates at any time during Employee’s final the last twelve (12) months of Employee's employment by the Company.

Appears in 1 contract

Samples: Employment Agreement (Cantel Industries Inc)

Non-Compete. Employee Executive hereby acknowledges that during the Employment Term, Executive shall have access to important Company Confidential Information, customers, suppliers and employees and shall become knowledgeable about the Company’s business operations, all of which are vital to the Company’s competitiveness in the markets in which it operates. Executive therefore covenants and agrees that while this Agreement is in effect during the Employment Term and for the longer a period of (i) the Pay-out Period, or (ii) a one- 1 year period after any termination of this Agreement thereafter (the “Restricted Period”), Employee Executive will not , without the prior written consent of the Company, directly or indirectly, alone on his own behalf or with in the service or on behalf of others, individually 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 by a corporate parent entity or other business entity in which he may be interested (whether as a partner shareholder, member, shareholder agent, joint venturer, officer security holder, director trustee, employee partner, executive, creditor lending credit or money for the purpose of establishing or operating any such business, partner or otherwise , own, manage, control, participate in, lend his name to, or render services to or for ) with any business within Competing Business in the United States of America or Canada which is competitive with that of the Company’s primary lines of business, provided, however, that the foregoing shall not be deemed to prevent the ownership by Employee of up to two percent (2%) of any class of securities of any corporation which is regularly traded on any national securities exchange Covered Area. For the purpose of this Agreement Section 3.1, a business activity (i) “Competing Business” means any biotechnology or pharmaceutical company, any contract manufacturer, any research laboratory or other company or entity (whether or not organized for profit) that has, or is seeking to develop, one or more products or therapies that is related to, similar to or otherwise competitive with the primary lines of business of the Company shall include the design, manufacture, marketing, sale, distribution those offered or servicing of any of the following: high-speed optical detectors, terahertz devices, optoelectronic components, optoelectronic subsystems and systems, III-V materials, or optoelectronic semiconductor epilayer designs or structures or any other product and product group hereafter in development, manufactured, marketed, sold, distributed or serviced provided by the Company after and (ii) “Covered Area” means all geographical areas of the date hereof United States, but Australia and other jurisdictions where Company then has offices and/or sells its products directly or indirectly through distributors and/or other sales agents. Notwithstanding anything in each case Section 3.1 to the contrary, nothing in this Agreement shall prohibit Executive from (a) being a passive owner of not more than 5% of the outstanding stock of any class of a corporation which is publicly traded so long as Executive does not have any active participation in the same business of such corporation, or (b) being a passive investor in a hedge fund, private equity fund or other similar alternative investment vehicles so long as such investment represents less than 2% of the equity interests in any such fund or similar to or competes vehicle and Executive does not work for, provide services to, consult with, or has a usage allied to play any active role in the activities of such fund or vehicle, a product being actively developed, marketed, sold its investment manager or distributed by the Company at any time during Employee’s final twelve (12) months of employment by the Company. their respective investments. any active role in such lines of

Appears in 1 contract

Samples: Executive Employment Agreement (Immuron LTD)

Non-Compete. Employee agrees Vlasic acknowledges that while this Agreement Campbell would be irreparably damaged if Vlasic were to use for its own benefit the proprietary formulae, and other confidential information of Campbell which is or becomes known to Vlasic in effect and for connection with the longer of (i) the Pay-out Period, or (ii) a one-year period after any termination performance of this Agreement Agreement. In order to secure the interests of Campbell hereunder, Vlasic covenants that, during the term of this Agreement, it shall not, without the prior consent or approval of Campbell, engage in any Competitive Activity. For purposes of this Agreement, "Competitive Activity" means manufacture, sale, supply or distribution, directly or through any intermediary, of the products listed on Schedule "C" ( the “Restricted Period”) "Non-Compete Products") to any person or entity other than Campbell. This covenant shall not restrict Vlasic from acquiring in any manner, Employee will not and subsequently operating and managing, any business, organization, company or other entity which, directly or indirectly, alone manufactures, sells, supplies or with others, individually or through or by a corporate or other business entity in which he may be interested as a partner, member, shareholder, joint venturer, officer, director, employee or otherwise, own, manage, control, participate in, lend his name to, or render services to or for distributes any business within the United States of America or Canada which is competitive with that of the Company’s primary lines Non-Compete Products so long as the manufacture, sale, supply and distribution of business, provided, however, that the foregoing shall Non-Compete Product is not be deemed to prevent the ownership by Employee of up to two a principal product (i.e. does not constitute more than twenty-five percent ( 2 25%) of the sales) of the entity acquired. Competitive Activity shall not include (i) any class of securities of any corporation retail product (other than the Products) which is regularly traded on any national securities exchange. For the purpose of this Agreement, a business activity competitive with the primary lines of business of the Company shall include the design, manufacture, marketing, sale, distribution or servicing of any of the following: high-speed optical detectors, terahertz devices, optoelectronic components, optoelectronic subsystems and systems, III-V materials, or optoelectronic semiconductor epilayer designs or structures or any other product and product group hereafter in development, currently manufactured , marketed , sold, distributed or serviced marketed by the Company after the date hereof, but in each case which is the same as Vlasic or similar to or competes with, or has a usage allied to, a product being actively developed, marketed, sold or distributed by the Company at any time during Employee’s final twelve (12) months of employment by the Company. its

Appears in 1 contract

Samples: Supply Agreement (Vlasic Foods International Inc)

Non-Compete. Employee acknowledges and recognizes the highly competitive nature of Company's business and that Employee's duties hereunder justify restricting Employee's future employment following any termination of employment with Company. Employee agrees that while this Agreement so long as Employee is in effect employed with Company, and for a period of two years following the longer termination of employment with Company, Employee, except when acting on behalf of or for the benefit of Company, will not (i) the Pay-out Period induce customers, agents or other sources of distribution of Company's business under contract or doing business with Company to terminate, reduce, alter or divert business with or from Company, or (ii) a one-year period after compete, within the United States, with Company, or participate as an officer, principal,employee, or consultant in any termination business that includes part or all of this Agreement ( the “Restricted Period”) Company's Area of Business, Employee will not as defined below. As used herein, the term "compete, within the United States" shall include any competitive activity, including any sale, distribution, marketing or manufacturing that occurs, or is intended to occur, directly or indirectly, alone or with others, individually or through or by a corporate or other business entity in which he may be interested as a partner, member, shareholder, joint venturer, officer, director, employee or otherwise, own, manage, control, participate in, lend his name to, or render services to or for any business within the United States of America or Canada which is competitive with a person or entity located in, operating in with respect to that of activity or headquartered in, the United States that involves products that directly conflict with products introduced and developed by the Company ’s primary lines . These products include but are not limited to disguised vehicular antennas for the purpose of business tracking and locating vehicles, provided off-air antennas for the purpose of providing clandestine Local home TV reception, however flat panel antennas that include the use of styrofoam and die-cut copper foil, that any antenna product using the foregoing shall not be deemed cable as a receptor, and any product currently patented, a patent has been filed for or is patent pending by the Company prior to prevent or during the ownership term of this Agreement. Ownership by Employee Employee, for investment purposes only, of up to two less than five percent (2%) of any class of securities of any a corporation which is regularly traded if said securities are listed on any a national securities exchange. For exchange or registered under the purpose Securities Exchange Act of this Agreement 1934, as amended, shall not constitute a business activity competitive with the primary lines of business breach of the Company shall include foregoing covenant. Company's Area of Business includes the design, manufacture, marketing, sale, distribution or servicing production and sale of any of the following: high-speed optical detectors, terahertz devices, optoelectronic components, optoelectronic subsystems antennas and antenna systems , III-V materials, or optoelectronic semiconductor epilayer designs or structures or any other product and product group hereafter in development, manufactured, marketed, sold, distributed or serviced by the Company after the date hereof, but in each case which is the same as or similar to or competes with, or has a usage allied to, a product being actively developed, marketed, sold or distributed by the Company at any time during Employee’s final twelve (12) months of employment by the Company .

Appears in 1 contract

Samples: Employment Agreement (Antennas America Inc)

Non-Compete. Employee agrees that while this Agreement is in effect and for period of one year following the longer of (i) the Pay-out Period, or (ii) a one-year period after any termination of this Agreement Employee's employment hereunder (the “Restricted "Non-Competition Period ") , except as a result of the breach by the Company of any material term or condition hereof, Employee will not, directly or indirectly, alone or with others, individually or through or by a corporate or other business entity in which he may be interested as a partner , member , shareholder, joint venturer, officer, director, employee or otherwise, own, manage, control, participate in, lend his name to, or render services to or for any business within the continental United States of America or Canada which is competitive with that of the Company’s primary lines Company or any of business its affiliates, provided, however, that the foregoing shall not be deemed to prevent the ownership by Employee of up to two five percent (2%) of any class of securities of any corporation which is regularly traded on any national securities exchange stock exchange or over-the-counter market. For the purpose of this a Agreement, a business activity competitive with the primary lines of business of the Company or any of its affiliates shall include only the design, manufacture, marketing, sale, or distribution of (i) endoscopes, (ii) endoscope disinfection or servicing of any of the following: high-speed optical detectors sterilization equipment or supplies, terahertz devices (iii) medical waste disposal systems or (iv) infection control equipment, optoelectronic components products, optoelectronic subsystems and systems, III-V materials, supplies or optoelectronic semiconductor epilayer designs or structures or any other product and product group hereafter in development, manufactured, marketed, sold, distributed or serviced by the Company after the date hereof, but in each case systems (collectively "Products") which is are the same as or similar to or competes compete with, or has have a usage allied to, a product to Products being actively developed, marketed, sold or distributed by the Company or any of its affiliates at any time during Employee’s final last twelve (12) months of Employee's employment by the Company.

Appears in 1 contract

Samples: Employment Agreement (Cantel Industries Inc)

Non-Compete. Employee agrees that while this Agreement is in effect and for During the longer of (i) the Pay-out Period, or (ii) a one-year period after any termination term of this Agreement and for a period of nine ( 9) months from the “Restricted Period” date of his termination of employment with the Company (whether voluntary or involuntary), Employee Executive will not, not directly or indirectly, alone or with others, individually or through or by a corporate or other business entity in which he may indirectly be interested as a partner, member, shareholder, joint venturer, officer, director, employee or otherwise employed by, own, manage, control operate, participate in, lend his name to join, or render services to or for benefit in any way from any business within the United States of America or Canada which activity that is competitive with that the Company's business or reasonably anticipated business. In addition, Executive will not control or participate in the ownership, management, or operation of, or be connected with, any such competitive business. For purposes of the Company’s primary lines foregoing, Executive will be deemed to be connected with such business if the business is carried on by (a) a partnership in which the Executive is a general or limited partner; employee; consultant; agent; member; or other representative or (b) a corporation of business, provided which Executive is a shareholder (other than a shareholder owning less than 5% of the total outstanding shares of the corporation); officer; director; employee; consultant; agent; member; or other representative. Provided, however, that during the foregoing shall nine-month non-compete period, Executive may be employed by a business with multiple divisions only some of which compete with the Company, immediately upon the Executive's termination, if the Executive works in one of the divisions that does not be deemed to prevent compete in any way with the ownership by Employee of up to two percent (2%) of any class of securities of any corporation which is regularly traded on any national securities exchange Company's business or reasonably anticipated business. For the purpose avoidance of this Agreement doubt, a business activity the phrase "competitive with the primary lines Company's business" shall mean that the applicable activity, business or entity offers a software product or service in the areas of business of sales force automation, customer sales and service or marketing automation (provided that at such time the Company shall include the design, manufacture, marketing, sale, distribution is in such business) or servicing of competes directly with any of the following: high-speed optical detectors, terahertz devices, optoelectronic components, optoelectronic subsystems other primary proprietary software products or services then marketed and systems, III-V materials, or optoelectronic semiconductor epilayer designs or structures or any other product and product group hereafter in development, manufactured, marketed, sold, distributed or serviced by the Company after the date hereof, but in each case which is the same as or similar to or competes with, or has a usage allied to, a product being actively developed, marketed, sold or distributed by the Company at any time during Employee’s final twelve (12) months of employment by the Company.

Appears in 1 contract

Samples: Employment Agreement (Onyx Software Corp/Wa)

Non-Compete. Employee agrees that while this Agreement is in effect and for a period of one year following the longer of (i) the Pay-out Period, or (ii) a one-year period after any termination of this Agreement Employee's employment hereunder (the “Restricted "Non-Competition Period ") , except as a result of the breach by the Company of any material term or condition hereof, Employee will not, directly or indirectly, alone or with others, individually or through or by a corporate or other business entity in which he may be interested as a partner , member , shareholder, joint venturer, officer, director, employee or otherwise, own, manage, control, participate in, lend his name to, or render services to or for any business within the continental United States of America or Canada which is competitive with that of the Company’s primary lines Company or any of business its affiliates, provided, however, that the foregoing shall not be deemed to prevent the ownership by Employee of up to two five percent (2%) of any class of securities of any corporation which is regularly traded on any national securities exchange stock exchange or over-the-counter market. For the purpose of this Agreement, a business activity competitive with the primary lines of business of the Company or any of its affiliates shall include only the design, manufacture, marketing, sale, or distribution of (i) endoscopes or servicing of any of the following: high-speed optical detectors, terahertz devices, optoelectronic components, optoelectronic subsystems and systems, III-V materials, endoscope disinfection equipment or optoelectronic semiconductor epilayer designs (ii) medical waste disposal systems or structures (iii) infection control equipment or any other product and product group hereafter in development, manufactured, marketed, sold, distributed or serviced by the Company after the date hereof, but in each case which is the same as or similar to or competes with, or has a usage allied to, a product being actively developed, marketed, sold or distributed by the Company at any time during Employee’s final twelve (12) months of employment by the Company supplies.

Appears in 1 contract

Samples: Employment Agreement (Cantel Industries Inc)

Non-Compete. Employee agrees that while this Agreement is in effect and for a period of twelve (12) months following the longer of (i) the Pay-out Period, or (ii) a one-year period after any termination of this Agreement Employee’s employment hereunder, except as a result of the breach by the Company of any material term or condition hereof ( the a Restricted Period Breach ) ) , Employee will not, directly or indirectly, alone or with others, individually or through or by a corporate or other business entity in which he may be interested as a partner , member , shareholder, joint venturer, officer, director, employee or otherwise, own, manage, control, participate in, lend his name to, or render services to or for any business within the continental United States of America or Canada which is competitive with that of the Company ’s primary lines of business , provided, however, that the foregoing shall not be deemed to prevent the ownership by Employee of up to two percent five ( 2 5%) percent of any class of securities of any corporation which is regularly traded on any national securities exchange stock exchange or over-the-counter market. For the purpose of this Agreement, a business activity competitive with the primary lines of business of the Company shall include only the design, manufacture, marketing, sale, distribution or servicing service of any of the following: high-speed optical detectors following products (collectively, terahertz devices “Products”): (i) endoscopes, optoelectronic components (ii) endoscope disinfection or sterilization equipment or supplies, optoelectronic subsystems and (iii) infection control equipment, products, supplies or systems, III-V materials (iv) water treatment systems and supplies, (v) specialty packaging products for transporting infectious and biological specimens,(vi) products or services for the dialysis, medical device reprocessing, or optoelectronic semiconductor epilayer designs filtration and separation markets or structures or (vii) any other product and or product group hereafter in development, manufactured, marketed, sold, distributed or serviced by the Company after the date hereof , ; but in each case which is are the same as or similar to or competes compete with, or has have a usage allied to, a product Products being actively developed, marketed, sold or distributed by the Company at any time during the last twelve months of Employee’s final twelve (12) months of employment by the Company.

Appears in 1 contract

Samples: Employment Agreement (Cantel Medical Corp)

Non-Compete. Employee agrees that while this Agreement is in effect and for a period of twenty-four (24) months following the longer of (i) the Pay-out Period, or (ii) a one-year period after any termination of this Agreement ( Employee’s employment hereunder, except as a result of the “Restricted Period”) breach by the Company of any material term or condition hereof, Employee will not, directly or indirectly, alone or with others, individually or through or by a corporate or other business entity in which he may be interested as a partner , member , shareholder, joint venturer, officer, director, employee or otherwise, own, manage, control, participate in, lend his name to, or render services to or for any business within the continental United States of America or Canada which is competitive with that of the Company’s primary lines Company or any of business its affiliates, provided, however, that the foregoing shall not be deemed to prevent the ownership by Employee of up to two percent five ( 2 5%) percent of any class of securities of any corporation which is regularly traded on any national securities exchange stock exchange or over-the-counter market. For the purpose of this Agreement, a business activity competitive with the primary lines of business of the Company shall include only the design, manufacture, marketing, sale, distribution or servicing service of any of the following: high-speed optical detectors following products (collectively “Products”): (i) endoscopes, terahertz devices (ii) endoscope disinfection or sterilization equipment or supplies, optoelectronic components (iii) infection control equipment, optoelectronic subsystems and products, supplies or systems, III-V materials (iv) products or services for the dialysis, medical device reprocessing, or optoelectronic semiconductor epilayer designs filtration and separation markets or structures or (v) any other product and or product group hereafter in development, manufactured, marketed, sold, distributed or serviced by the Company after the date hereof hereof whether following an Acquisition Transaction or otherwise, but in each case case, which is are the same as or similar to or competes compete with, or has have a usage allied to, a product to one or more Products being actively developed, marketed, sold or distributed by the Company at any time during the last twelve months of Employee’s final twelve (12) months of employment by the Company.

Appears in 1 contract

Samples: Employment Agreement (Cantel Medical Corp)

Non-Compete. Employee The Executive hereby covenants and agrees that while this Agreement is in effect and for during the longer of (i) the Pay-out Period, or (ii) a one-year period after any termination term of this Agreement ( and for a period of one year following the “Restricted Period”) end of the Employment Term, Employee the Executive will not , without the prior written consent of the Company, directly or indirectly, alone on his own behalf or with in the service or on behalf of others, individually 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 by a corporate parent entity or other business entity in which he may be interested (whether as a partner shareholder, member, shareholder agent, joint venturer, officer security holder, director trustee, employee partner, consultant, creditor lending credit or money for the purpose of establishing or operating any such business, partner or otherwise , own, manage, control, participate in, lend his name to, or render services to or for ) with any business within Competing Business in the United States of America or Canada which is competitive with that of the Company’s primary lines of business, provided, however, that the foregoing shall not be deemed to prevent the ownership by Employee of up to two percent (2%) of any class of securities of any corporation which is regularly traded on any national securities exchange Covered Area. For the purpose of this Agreement Section 3.1, a business activity competitive with the primary lines of business (i) “Competing Business” means any biotechnology or pharmaceutical company, any contract manufacturer, any research laboratory or other company or entity (whether or not organized for profit) that has, or is seeking to develop, one or more products or therapies that is related to azaspiranes, anthracyclines and guanylyl cyclase receptor agonists and (ii) “Covered Area” means all geographical areas of the United States, Ireland, Germany and other foreign jurisdictions where Company shall include then has offices and/or sells its products directly or indirectly through distributors and/or other sales agents. Notwithstanding the design foregoing, manufacture the Executive may own shares of companies whose securities are publicly trades, marketing, sale, distribution or servicing so long as such securities do not constitute more than one percent (1%) of the outstanding securities of any of the following: high-speed optical detectors, terahertz devices, optoelectronic components, optoelectronic subsystems and systems, III-V materials, or optoelectronic semiconductor epilayer designs or structures or any other product and product group hereafter in development, manufactured, marketed, sold, distributed or serviced by the Company after the date hereof, but in each case which is the same as or similar to or competes with, or has a usage allied to, a product being actively developed, marketed, sold or distributed by the Company at any time during Employee’s final twelve (12) months of employment by the Company such company.

Appears in 1 contract

Samples: Executive Employment Agreement (Callisto Pharmaceuticals Inc)

Non-Compete. The Employee hereby covenants and agrees that while this Agreement is in effect during the Employment Term and for the longer of (i) the Pay-out Period Subsequent Employment Term, or (ii) a one-year period after any termination if any, of this Agreement ( and for a period of one year following the “Restricted Period”) end of the Employment Term and one year following the end of the Subsequent Employment Term, if any, the Employee will not , without the prior written consent of the Company, directly or indirectly, alone on his own behalf or with in the service or on behalf of others, individually 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 by a corporate parent entity or other business entity in which he may be interested (whether as a partner shareholder, member, shareholder agent, joint venturer, officer security holder, director trustee, employee partner, consultant, creditor lending credit or money for the purpose of establishing or operating any such business, partner or otherwise , own, manage, control, participate in, lend his name to, or render services to or for ) with any business within Competing Business in the United States of America or Canada which is competitive with that of the Company’s primary lines of business, provided, however, that the foregoing shall not be deemed to prevent the ownership by Employee of up to two percent (2%) of any class of securities of any corporation which is regularly traded on any national securities exchange Covered Area. For the purpose of this Agreement Section 3.1, a business activity competitive with (i) “Competing Business” means the primary lines of business of the Company shall include or any of its subsidiaries, whether partially or whole owned, directly or indirectly related to mineral exploration, constructing, owning and managing seed processing facilities, refineries producing bio diesel products (and associated power generation facilities if commercially desirable) and engaging in the design business of selling supplying and distributing bio diesel products, manufacture and (ii) “Covered Area” means all geographical areas of the United States, marketing the United Kingdom, sale Canada and other foreign jurisdictions where Company then has offices and/or engages in mineral exploration, distribution constructs, owns or servicing manages seed processing facilities, refineries producing bio diesel products (and associated power generation facilities if commercially desirable) or engage in the business of selling supplying and distributing bio diesel products. Notwithstanding the foregoing, the Employee may own shares of companies whose securities are publicly traded, so long as such securities do not constitute more than five percent (5%) of the outstanding securities of any of the following: high-speed optical detectors, terahertz devices, optoelectronic components, optoelectronic subsystems and systems, III-V materials, or optoelectronic semiconductor epilayer designs or structures or any other product and product group hereafter in development, manufactured, marketed, sold, distributed or serviced by the Company after the date hereof, but in each case which is the same as or similar to or competes with, or has a usage allied to, a product being actively developed, marketed, sold or distributed by the Company at any time during Employee’s final twelve (12) months of employment by the Company such company.

Appears in 1 contract

Samples: Employee Employment Agreement (Malibu Minerals Inc.)

Non-Compete. Employee agrees that while this Agreement is in effect and for the longer of (i) For a period of five (5) years from the Pay-out Period Closing Date, except as requested by Buyer or (ii) a one-year period after any termination of this Agreement (the “Restricted Period”) furnished pursuant to Exhibit D, Employee will not, directly or indirectly no Seller, alone or in conjunction with others any other person, individually or directly or indirectly through his or by a corporate her present or other business entity in which he may be interested as a partner future affiliates, member, shareholder, joint venturer, officer, director, employee will directly or otherwise, indirectly own, manage, control operate, participate join, have a financial interest in, lend his name to control or participate in the ownership, management, operation or control of, or render services use or permit his or her name to be used in connection with, or for be otherwise connected in any manner with, (A) any business within or enterprise engaged in the United States design, development, manufacture, distribution or sale of America any products, or Canada the provision of any services, which the Company was designing, developing, manufacturing, distributing, selling or providing at any time subsequent to December 31, 1996 up to and including the Closing Date, or (B) any business which is similar to the business of disposing or selling coal combustion by-products or competitive with that of the Company’s primary lines of business business carried on or planned by Company at any time subsequent to December 31, provided 1996 up to and including the Closing Date, however, provided that the foregoing restriction shall not be deemed construed to prevent prohibit the ownership by Employee ownership, in the aggregate, of up to not more than two percent (2%) of any class of securities of any corporation which is engaged in any of the businesses or enterprises described in clauses (A) and (B) above, having a class of securities registered pursuant to the Securities Exchange Act of 1934, as amended, which securities are publicly owned and regularly traded on any national securities exchange. For exchange or in the purpose of this Agreement, a business activity competitive with the primary lines of business of the Company shall include the design, manufacture, marketing, sale, distribution or servicing of any of the following: high over- speed optical detectors, terahertz devices, optoelectronic components, optoelectronic subsystems and systems, III the- V materials, or optoelectronic semiconductor epilayer designs or structures or any other product and product group hereafter in development, manufactured, marketed, sold, distributed or serviced by the Company after the date hereof, but in each case which is the same as or similar to or competes with, or has a usage allied to, a product being actively developed, marketed, sold or distributed by the Company at any time during Employee’s final twelve (12) months of employment by the Company counter market.

Appears in 1 contract

Samples: Purchase Agreement (Flo Fill Co Inc)

Non-Compete. Employee agrees that while A. In consideration for the promises under this Agreement is and each Investor’s transfer to the Company of substantially all of its assets related to Company’s Business in effect exchange for Securities of Company, and in order adequately to protect Company from unfair competition, each Investor covenants and agrees for the longer benefit of the Company that, during the period commencing with the Closing and ending on the seventh ( i 7th) the Pay-out Period anniversary thereof, or (ii) a one-year period after such Investor shall not compete with Company in any termination of manner and in any capacity with respect to Company’s Business as identified in Exhibit 1.4.A to this Agreement ( the a Restricted Period Competitive Business ) (whether on such Investor’s own behalf or on behalf of any other person, corporation, partnership, venture or any other venture or form of business), Employee will not, directly or indirectly, alone or with others, individually or through or by a corporate or other business entity in which he may be interested as a partner, member, shareholder, joint venturer, officer, director, employee or otherwise, own, manage, control, participate in, lend his name to, or render services to or for any business within the United States of America or Canada which is competitive with that of the Company’s primary lines of business, worldwide; provided, however, that the restrictions contained in this Section 1.6 will not prohibit, in any way: (i) the acquisition of a controlling interest or merger with any person, or a division or business unit thereof, which is not primarily engaged in a Competitive Business, acquired by or merged, directly or indirectly, into an Investor after the Closing; provided such Investor will take all reasonable steps to dispose, as quickly as practicable after such acquisition or merger, of any portion of the business of any such person, division or business unit that constitutes a Competitive Business; (ii) the acquisition by an Investor, directly or indirectly, of a non-controlling ownership interest in any person or a division or business unit thereof, or any other entity engaged in a Competitive Business, if the Competitive Business accounts for fifteen (15%) percent or less of the revenue or fifteen (15%) percent or less of the value of the acquired business at the date of such acquisition (whichever is the greater); (iii) the acquisition by an Investor, directly or indirectly, of less than five (5%) percent of the publicly traded stock of any person engaged in a Competitive Business; (iv) assembly of lithium-based battery cells into hybrid vehicle battery pack applications where Investor has a tier 1 responsibility with its original equipment customers (including service parts), as well as the design, development, engineering, testing, assembly, processing, marketing, servicing, installation, manufacture (other than cells), sales and/or distribution of the resulting LBPs, provided that Investor gives Company a commercially reasonable right to bid on supplying such cells to Investor as a tier 2 with respect to such LBPs; (v) design, development, engineering, testing, assembly, processing, marketing, servicing, installation, manufacture, sales and/or distribution of products which include LBPs, provided that Investor gives Company a commercially reasonable right to bid on supplying the LBPs included within such other products; and (vi) collaborations involving design or development of technology regarding products that may include as one of their components LBPs, provided that Investor will consider the appropriateness of allowing Company to participate in the LBP aspects of such collaboration. The foregoing exceptions shall not be deemed construed as permitting any Investor to prevent the ownership by Employee of up to two percent (2%) of any class of securities of any corporation which is regularly traded on any national securities exchange manufacture lithium-based battery cells. As used herein “LBPs” means lithium-based battery cells and battery packs and related technologies. For the purpose purposes of this Agreement Section 1.6, a business activity competitive with the primary lines term “Investor” includes all Affiliates of business of the Company shall include the design, manufacture, marketing, sale, distribution or servicing of any of the following: high-speed optical detectors, terahertz devices, optoelectronic components, optoelectronic subsystems and systems, III-V materials, or optoelectronic semiconductor epilayer designs or structures or any other product and product group hereafter in development, manufactured, marketed, sold, distributed or serviced by the Company after the date hereof, but in each case which is the same as or similar to or competes with, or has a usage allied to, a product being actively developed, marketed, sold or distributed by the Company at any time during Employee’s final twelve (12) months of employment by the Company such Investor.

Appears in 1 contract

Samples: Formation, Subscription and Stockholders’ Agreement (Ener1 Inc)

Non-Compete. Employee The Executive hereby agrees that while this Agreement is in effect during the period commencing on the date hereof and ending on the first (1st) anniversary of the date on which the Executive's employment with the Company terminates for the longer of (i) the Pay-out Period, or (ii) a one-year period after any termination of this Agreement reason (the “ Restricted Non-Compete Period”), Employee he will not , without the express written consent of the Company, directly or indirectly, alone anywhere in the United States, Mexico or with others Canada, individually engage in any activity which is, or through participate or by a corporate invest in, or other business entity in which he may be interested provide or facilitate the provision of financing to, or assist (whether as a partner owner, part-owner, shareholder, member, shareholder partner, joint venturer director, officer, director trustee, employee employee, agent or otherwise, own, manage, control, participate in, lend his name to consultant, or render services to in any other capacity), any business, organization or for person other than the Company (or any business within the United States of America subsidiary or Canada which is competitive with that affiliate of the Company ’s primary lines of ), whose business, provided activities, however products or services are directly competitive with any of the business, activities, products or services conducted by or in active planning by the Company (or any subsidiary or affiliate of the Company) on the date that the foregoing Executive's employment with the Company terminates and which are in the Company's Field of lnterest (defined below); provided that the Executive shall be permitted to be employed by an entity which operates an ancillary business in the Company's Field of lnterest so long as the Executive is not be deemed to prevent the ownership by Employee of up to two percent (2%) of any class of securities of any corporation which is regularly traded on any national securities exchange involved in such ancillary business. For the purpose purposes of this Agreement, a the Company's “Field of Interest” shall include, without limitation. the development, implementation or licensing or sale of methods of using nanopulse electricity for bio-medical applications, including for diagnosis, detection. prevention treatment or cure of tumors or cancers of internal organs, or benign diseases that can be treated by the ablation of internal tissue as well as other dermatologic applications and any other business activity competitive with the primary lines of business of the Company shall include the design engaged in, manufacture, marketing, sale, distribution conducted by or servicing of any of the following: high-speed optical detectors, terahertz devices, optoelectronic components, optoelectronic subsystems and systems, III-V materials, or optoelectronic semiconductor epilayer designs or structures or any other product and product group hereafter in development, manufactured, marketed, sold, distributed or serviced active planning by the Company after or its subsidiaries or affiliates on the date hereof, but in each case which is the same as or similar to or competes with, or has a usage allied to, a product being actively developed, marketed, sold or distributed by Executive's employment with the Company at terminates. Notwithstanding anything herein to the contrary, the Executive may make passive investments in any time during Employee’s final twelve enterprise the shares of which are publicly traded if such investment constitutes less than three percent ( 12 3%) months of employment by the Company. equity of such enterprise. 

Appears in 1 contract

Samples: Employment Agreement (Pulse Biosciences, Inc.)

Non-Compete. Employee The Executive hereby covenants and agrees that while this Agreement is in effect and for during the longer of (i) the Pay-out Period, or (ii) a one-year period after any termination term of this Agreement ( and for a period of one year following the “Restricted Period”) end of the Employment Term, Employee the Executive will not , without the prior written consent of the Company, directly or indirectly, alone on his own behalf or with in the service or on behalf of others, individually 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 by a corporate parent entity or other business entity in which he may be interested (whether as a partner shareholder, member, shareholder agent, joint venturer, officer security holder, director trustee, employee partner, Executive, creditor lending credit or money for the purpose of establishing or operating any such business, partner or otherwise , own, manage, control, participate in, lend his name to, or render services to or for ) with any business within Competing Business in the United States of America or Canada which is competitive with that of the Company’s primary lines of business, provided, however, that the foregoing shall not be deemed to prevent the ownership by Employee of up to two percent (2%) of any class of securities of any corporation which is regularly traded on any national securities exchange Covered Area. For the purpose of this Agreement Section 3.1, a business activity competitive with the primary lines of business (i) “Competing Business” means any biotechnology or pharmaceutical company, any contract manufacturer, any research laboratory or other company or entity (whether or not organized for profit) that has, or is seeking to develop, one or more products or therapies that is related to guanylyl cyclase receptor agonists and (ii) “Covered Area” means all geographical areas of the United States and other foreign jurisdictions where Company shall include then has offices and/or sells its products directly or indirectly through distributors and/or other sales agents. Notwithstanding the design foregoing, manufacture the Executive may own shares of companies whose securities are publicly traded, marketing, sale, distribution or servicing so long as ownership of such securities do not constitute more than one percent (1%) of the outstanding securities of any of the following: high-speed optical detectors, terahertz devices, optoelectronic components, optoelectronic subsystems and systems, III-V materials, or optoelectronic semiconductor epilayer designs or structures or any other product and product group hereafter in development, manufactured, marketed, sold, distributed or serviced by the Company after the date hereof, but in each case which is the same as or similar to or competes with, or has a usage allied to, a product being actively developed, marketed, sold or distributed by the Company at any time during Employee’s final twelve (12) months of employment by the Company such company.

Appears in 1 contract

Samples: Executive Employment Agreement (Synergy Pharmaceuticals, Inc.)

Non-Compete. Employee The Executive hereby covenants and agrees that while this Agreement is in effect and for during the longer of (i) the Pay-out Period, or (ii) a one-year period after any termination term of this Agreement ( and for a period of one year following the “Restricted Period”) end of the Employment Term, Employee the Executive will not , without the prior written consent of the Company, directly or indirectly, alone on his own behalf or with in the service or on behalf of others, individually 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 by a corporate parent entity or other business entity in which he may be interested (whether as a partner shareholder, member, shareholder agent, joint venturer, officer security holder, director trustee, employee partner, Executive, creditor lending credit or money for the purpose of establishing or operating any such business, partner or otherwise , own, manage, control, participate in, lend his name to, or render services to or for ) with any business within Competing Business in the United States of America or Canada which is competitive with that of the Company’s primary lines of business, provided, however, that the foregoing shall not be deemed to prevent the ownership by Employee of up to two percent (2%) of any class of securities of any corporation which is regularly traded on any national securities exchange Covered Area. For the purpose of this Agreement Section 3.1, a business activity competitive with the primary lines of business (i) “Competing Business” means any biotechnology or pharmaceutical company, any contract manufacturer, any research laboratory or other company or entity (whether or not organized for profit) that has, or is seeking to develop, one or more products or therapies that is related to azaspiranes and guanylyl cyclase receptor agonists and (ii) “Covered Area” means all geographical areas of the United States and other foreign jurisdictions where Company shall include then has offices and/or sells its products directly or indirectly through distributors and/or other sales agents. Notwithstanding the design foregoing, manufacture the Executive may own shares of companies whose securities are publicly traded, marketing, sale, distribution or servicing so long as ownership of such securities do not constitute more than one percent (1%) of the outstanding securities of any of the following: high-speed optical detectors, terahertz devices, optoelectronic components, optoelectronic subsystems and systems, III-V materials, or optoelectronic semiconductor epilayer designs or structures or any other product and product group hereafter in development, manufactured, marketed, sold, distributed or serviced by the Company after the date hereof, but in each case which is the same as or similar to or competes with, or has a usage allied to, a product being actively developed, marketed, sold or distributed by the Company at any time during Employee’s final twelve (12) months of employment by the Company such company.

Appears in 1 contract

Samples: Executive Employment Agreement (Synergy Pharmaceuticals, Inc.)

Non-Compete. Employee The Executive hereby covenants and agrees that while this Agreement is in effect and for during the longer of (i) the Pay-out Period, or (ii) a one-year period after any termination term of this Agreement ( and for a period of one year following the “Restricted Period”) end of the Employment Term, Employee the Executive will not , without the prior written consent of the Company, directly or indirectly, alone on his own behalf or with in the service or on behalf of others, individually 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 by a corporate parent entity or other business entity in which he may be interested (whether as a partner shareholder, member, shareholder agent, joint venturer, officer security holder, director trustee, employee partner, consultant, creditor lending credit or money for the purpose of establishing or operating any such business, partner or otherwise , own, manage, control, participate in, lend his name to, or render services to or for ) with any business within Competing Business in the United States of America or Canada which is competitive with that of the Company’s primary lines of business, provided, however, that the foregoing shall not be deemed to prevent the ownership by Employee of up to two percent (2%) of any class of securities of any corporation which is regularly traded on any national securities exchange Covered Area. For the purpose of this Agreement Section 3.1, a business activity competitive with the primary lines of business (i) "Competing Business" means any biotechnology or pharmaceutical company, any contract manufacturer, any research laboratory or other company or entity (whether or not organized for profit) that has, or is seeking to develop, one or more products or therapies that is related to azaspiranes and guanylyl cyclase receptor agonists and (ii) "Covered Area" means all geographical areas of the United States, Ireland, Germany and other foreign jurisdictions where Parent or Company shall include then has offices and/or sells its products directly or indirectly through distributors and/or other sales agents. Notwithstanding the design foregoing, manufacture the Executive may own shares of companies whose securities are publicly traded, marketing, sale, distribution or servicing so long as ownership of such securities do not constitute more than one percent (1%) of the outstanding securities of any of the following: high-speed optical detectors, terahertz devices, optoelectronic components, optoelectronic subsystems and systems, III-V materials, or optoelectronic semiconductor epilayer designs or structures or any other product and product group hereafter in development, manufactured, marketed, sold, distributed or serviced by the Company after the date hereof, but in each case which is the same as or similar to or competes with, or has a usage allied to, a product being actively developed, marketed, sold or distributed by the Company at any time during Employee’s final twelve (12) months of employment by the Company such company.

Appears in 1 contract

Samples: Executive Employment Agreement (Callisto Pharmaceuticals Inc)

Non-Compete. Employee The Executive hereby covenants and agrees that while this Agreement is in effect and for during the longer of (i) the Pay-out Period, or (ii) a one-year period after any termination term of this Agreement ( and for a period of one year following the “Restricted Period”) end of the Employment Term, Employee the Executive will not , without the prior written consent of the Company, directly or indirectly, alone on his own behalf or with in the service or on behalf of others, individually 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 by a corporate parent entity or other business entity in which he may be interested (whether as a partner shareholder, member, shareholder agent, joint venturer, officer security holder, director trustee, employee partner, consultant, creditor lending credit or money for the purpose of establishing or operating any such business, partner or otherwise , own, manage, control, participate in, lend his name to, or render services to or for ) with any business within Competing Business in the United States of America or Canada which is competitive with that of the Company’s primary lines of business, provided, however, that the foregoing shall not be deemed to prevent the ownership by Employee of up to two percent (2%) of any class of securities of any corporation which is regularly traded on any national securities exchange Covered Area. For the purpose of this Agreement Section 3.1, a business activity competitive with the primary lines of business (i) "Competing Business" means any biotechnology or pharmaceutical company, any contract manufacturer, any research laboratory or other company or entity (whether or not organized for profit) that has, or is seeking to develop, one or more products or therapies that is related to azaspiranes and guanylyl cyclase receptor agonists and (ii) "Covered Area" means all geographical areas of the United States, Ireland, Germany and other foreign jurisdictions where the Company shall include then has offices and/or sells its products directly or indirectly through distributors and/or other sales agents. Notwithstanding the design foregoing, manufacture the Executive may own shares of companies whose securities are publicly trades, marketing, sale, distribution or servicing so long as such securities do not constitute more than one percent (1%) of the outstanding securities of any of the following: high-speed optical detectors, terahertz devices, optoelectronic components, optoelectronic subsystems and systems, III-V materials, or optoelectronic semiconductor epilayer designs or structures or any other product and product group hereafter in development, manufactured, marketed, sold, distributed or serviced by the Company after the date hereof, but in each case which is the same as or similar to or competes with, or has a usage allied to, a product being actively developed, marketed, sold or distributed by the Company at any time during Employee’s final twelve (12) months of employment by the Company such company.

Appears in 1 contract

Samples: Executive Employment Agreement (Callisto Pharmaceuticals Inc)

Non-Compete. Employee agrees that while this Agreement is in effect and for a period of twelve (12) months following the longer of (i) the Pay-out Period, or (ii) a one-year period after any termination of this Agreement ( Employee's employment hereunder, except as a result of the “Restricted Period”) breach by the Company of any material term or condition hereof, Employee will not, directly or indirectly, alone or with others, individually or through or by a corporate or other business entity in which he may be interested as a partner , member , shareholder, joint venturer, officer, director, employee or otherwise, own, manage, control, participate in, lend his name to, or render services to or for any business within the continental United States of America or Canada which is competitive with that of the Company ’s primary lines of business , provided, however, that the foregoing shall not be deemed to prevent the ownership by Employee of up to two percent three ( 2 3%) percent of any class of securities of any corporation which is regularly traded on any national securities exchange stock exchange or over-the-counter market. For the purpose of this Agreement, a business activity competitive with the primary lines of business of the Company shall include only the design, manufacture, marketing, sale, distribution or servicing service of any of the following: high-speed optical detectors following products (collectively "Products"): (i) endoscopes, terahertz devices (ii) endoscope disinfection or sterilization equipment or supplies, optoelectronic components (iii) infection control equipment, optoelectronic subsystems and products, supplies or systems, III-V materials (iv) products or services for the dialysis, medical device reprocessing, or optoelectronic semiconductor epilayer designs filtration and separation markets or structures or (v) any other product and or product group hereafter in development, manufactured, marketed, sold, distributed or serviced by the Company after the date hereof hereof whether following an Acquisition Transaction or otherwise, but in each case case, which is are the same as or similar to or competes compete with, or has have a usage allied to, a product to one or more Products being actively developed, marketed, sold or distributed by the Company at any time during Employee’s final the last twelve (12) months of Employee's employment by the Company . The non-compete restrictions under this Section 5.3 may be terminated or shortened by written notice from the Company's Chief Executive Officer, the Chairman of the Board, or the Board of Directors in their sole discretion.

Appears in 1 contract

Samples: Employment Agreement (Cantel Medical Corp)

Non-Compete. Employee acknowledges that by reason of Employee’s duties and association with the Entities, Employee has or will become familiar with Confidential Information concerning the Entities and that Employee’s services are of special, unique and extraordinary value to the Entities. Therefore, Employee agrees that while this Agreement is during his employment with the Company and until the one (1) year anniversary of the termination thereof for any reason (the “Noncompete Period”), Employee shall not, without the prior express written approval of the Company, other than in effect and the legitimate exercise of his duties for the longer of Company, directly or indirectly (i) own, manage, operate, or control any entity that engages in the Pay business of designing, manufacturing, marketing, distributing and/or otherwise supplying or providing power systems (and/or subsystems, components, kits and/or parts), other engine power products, telematics products and/or connected asset services (and/or other products and/or services directly related to any of the foregoing) to manufacturers and suppliers of off- out Period highway industrial equipment, or in any other business in which the Company engages as of the date on which Employee’s employment with the Company ends (“Competitive Activity”), or (ii) be employed or engaged in a one-year period after strategic, business development, or executive capacity (or any termination of this Agreement ( role involving services similar to those that Employee provided to the “Restricted Period” Entities or their affiliates), Employee will not whether or not for compensation, directly by any person or indirectly, alone or with others, individually or through or by entity engaged in a corporate or other business entity Competitive Activity. The provisions in which he may be interested as a partner, member, shareholder, joint venturer, officer, director, employee or otherwise, own, manage, control, participate in, lend his name to, or render services to or for any business within this Section 7 shall operate in the market areas of the United States and any other market areas of America any other countries anywhere in the world in which the Entities conduct or Canada which is competitive with that plan to conduct their business as of Employee’s separation from the Company ’s primary lines of business, provided, however, that the . The foregoing shall not be deemed to prevent restrict the ownership by Employee from directly or indirectly owning stock of the Company or up to an aggregate of two percent (2%) of any class of securities the outstanding stock of any corporation which is regularly traded on any national securities exchange. For the purpose of this Agreement, publicly held company engaged in a business activity competitive with to the primary lines of business of the Company shall include the design, manufacture, marketing, sale, distribution or servicing of any of the following: high-speed optical detectors, terahertz devices, optoelectronic components, optoelectronic subsystems and systems, III-V materials, or optoelectronic semiconductor epilayer designs or structures or any other product and product group hereafter in development, manufactured, marketed, sold, distributed or serviced by the Company after the date hereof, but in each case which is the same as or similar to or competes with, or has a usage allied to, a product being actively developed, marketed, sold or distributed by the Company at any time during Employee’s final twelve (12) months of employment by the Company Entities’ business.

Appears in 1 contract

Samples: Employment Agreement (Power Solutions International, Inc.)

Non-Compete. Employee The Executive hereby covenants and agrees that while this Agreement is in effect during the Employment Term and for the longer a period of (i) the Pay-out Period, or (ii) a one- one year period after any termination of this Agreement thereafter (the “Restricted Period”), Employee the Executive will not , without the prior written consent of the Company, directly or indirectly, alone on his own behalf or with in the service or on behalf of others, individually 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 by a corporate parent entity or other business entity in which he may be interested (whether as a partner shareholder, member, shareholder agent, joint venturer, officer security holder, director trustee, employee partner, Executive, creditor lending credit or money for the purpose of establishing or operating any such business, partner or otherwise , own, manage, control, participate in, lend his name to, or render services to or for ) with any business within Competing Business in the United States of America or Canada which is competitive with that of the Company’s primary lines of business, provided, however, that the foregoing shall not be deemed to prevent the ownership by Employee of up to two percent (2%) of any class of securities of any corporation which is regularly traded on any national securities exchange Covered Area. For the purpose of this Agreement Section 3.1, a business activity competitive with the primary lines of business (i) “Competing Business” means any biotechnology or pharmaceutical company, any contract manufacturer, any research laboratory or other company or entity (whether or not organized for profit) that has, or is seeking to develop, one or more products or therapies that is related to plecanatide and (ii) “Covered Area” means all geographical areas of the United States and other foreign jurisdictions where Company shall include then has offices and/or sells its products directly or indirectly through distributors and/or other sales agents. Notwithstanding the design foregoing, manufacture the Executive may own shares of companies whose securities are publicly traded, marketing, sale, distribution or servicing so long as ownership of such securities do not constitute more than one percent (1%) of the outstanding securities of any of the following: high-speed optical detectors, terahertz devices, optoelectronic components, optoelectronic subsystems and systems, III-V materials, or optoelectronic semiconductor epilayer designs or structures or any other product and product group hereafter in development, manufactured, marketed, sold, distributed or serviced by the Company after the date hereof, but in each case which is the same as or similar to or competes with, or has a usage allied to, a product being actively developed, marketed, sold or distributed by the Company at any time during Employee’s final twelve (12) months of employment by the Company such company.

Appears in 1 contract

Samples: Executive Employment Agreement (Synergy Pharmaceuticals, Inc.)

Non-Compete. Employee agrees that while this Agreement is in effect addition to the non-competition restrictions set forth in the Purchase Agreements that are binding on Employee in his capacity as a selling shareholder thereunder, during the Employment Period and for a period of two-years following the longer of (i) the Pay-out Period, or (ii) a one-year period after any termination of this Agreement Employee’s employment hereunder (the “ Restricted Non-Complete/Non-Interference Period”), Employee will not, directly or indirectly, alone or with others, individually or through or by a corporate or other business entity in which he may be interested as a partner , member , shareholder, joint venturer, officer, director, employee or otherwise, own, manage, control, participate in, lend his name to, or render services to or for any business within the United States of America or Canada which that is competitive with that of the Company ’s primary lines of business , provided, however, that the foregoing shall not be deemed to prevent the ownership by Employee of up to two percent three ( 2 3%) percent of any class of securities of any corporation which is regularly traded on any national securities exchange stock exchange or over-the-counter market. For Notwithstanding the definition of “Company” in the first paragraph of Section 5, for the purpose of this Agreement, a business activity competitive with the primary lines of business of the Company shall include only the design, manufacture, marketing, sale, distribution or servicing service of any of the following following products: high-speed optical detectors, terahertz devices, optoelectronic components, optoelectronic subsystems and systems, III-V materials, or optoelectronic semiconductor epilayer designs or structures or any other product and product group hereafter in development (i) products designed, manufactured, marketed, sold, distributed or serviced by the Company after the date hereof, but in each case which is the same as Crosstex or similar to or competes with, or has a usage allied to, a product being actively developed, marketed, sold or distributed by the Company any subsidiary of Crosstex at any time during Employee’s final twelve the Employment Period and ( 12 ii) months of employment any other product or product manufactured, marketed, sold, distributed or serviced by a Company other than Crosstex during the Company Employment Term where either (a) Employee has management or supervisory responsibility related thereto, or (b) such product is paper, plastic, or plastic derivative product manufactured or sold by Saf-T-Pak, or (c) such product is sold principally to the dental industry.

Appears in 1 contract

Samples: Employment Agreement (Cantel Medical Corp)

Non-Compete. Employee The Executive hereby covenants and agrees that while this Agreement is in effect during the Term and for a period of one year following the longer of (i) Expiration Date, the Pay-out Period, or (ii) a one-year period after any termination of this Agreement (the “Restricted Period”), Employee Executive will not , without the prior written consent of the Company, directly or indirectly, alone on his own behalf or with in the service or on behalf of others, individually 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 by a corporate parent entity or other business entity in which he may be interested (whether as a partner shareholder, member, shareholder agent, joint venturer, officer security holder, director trustee, employee partner, Executive, creditor lending credit or money for the purpose of establishing or operating any such business, partner or otherwise , own, manage, control, participate in, lend his name to, or render services to or for ) with any business within Competing Business in the United States of America or Canada which is competitive with that of the Company’s primary lines of business, provided, however, that the foregoing shall not be deemed to prevent the ownership by Employee of up to two percent (2%) of any class of securities of any corporation which is regularly traded on any national securities exchange Covered Area. For the purpose of this Agreement Section 14(a), a business activity competitive with the primary lines of business (i) “Competing Business” means any medical diagnostic company, any contract manufacturer, any research laboratory or other company or entity (whether or not organized for profit) that has, or is seeking to develop, one or more products or therapies that is related to trans renal DNA and (ii) “Covered Area” means all geographical areas of the United States and other foreign jurisdictions where Company shall include then has offices and/or sells its products directly or indirectly through distributors and/or other sales agents. Notwithstanding the design foregoing, manufacture the Executive may own shares of companies whose securities are publicly traded, marketing, sale, distribution or servicing so long as ownership of such securities do not constitute more than one percent (1%) of the outstanding securities of any of the following: high-speed optical detectors, terahertz devices, optoelectronic components, optoelectronic subsystems and systems, III-V materials, or optoelectronic semiconductor epilayer designs or structures or any other product and product group hereafter in development, manufactured, marketed, sold, distributed or serviced by the Company after the date hereof, but in each case which is the same as or similar to or competes with, or has a usage allied to, a product being actively developed, marketed, sold or distributed by the Company at any time during Employee’s final twelve (12) months of employment by the Company such company.

Appears in 1 contract

Samples: Employment Agreement (Trovagene, Inc.)

Non-Compete. Employee The Executive hereby covenants and agrees that while this Agreement is in effect and for during the longer of (i) the Pay-out Period, or (ii) a one-year period after any termination term of this Agreement ( and for a period of one year following the “Restricted Period”) end of the Employment Term, Employee the Executive will not , without the prior written consent of the Company, directly or indirectly, alone on his own behalf or with in the service or on behalf of others, individually 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 by a corporate parent entity or other business entity in which he may be interested (whether as a partner shareholder, member, shareholder agent, joint venturer, officer security holder, director trustee, employee partner, Executive, creditor lending credit or money for the purpose of establishing or operating any such business, partner or otherwise , own, manage, control, participate in, lend his name to, or render services to or for ) with any business within Competing Business in the United States of America or Canada which is competitive with that of the Company’s primary lines of business, provided, however, that the foregoing shall not be deemed to prevent the ownership by Employee of up to two percent (2%) of any class of securities of any corporation which is regularly traded on any national securities exchange Covered Area. For the purpose of this Agreement Section 3.1, a business activity competitive with the primary lines of business (i) “Competing Business” means any biotechnology or pharmaceutical company, any contract manufacturer, any research laboratory or other company or entity (whether or not organized for profit) that has, or is seeking to develop, one or more products or therapies that is related to guanylyl cyclase receptor agonists and (ii) “Covered Area” means all geographical areas of the United States and foreign jurisdictions where the Company shall include then has offices and/or sells its products directly or indirectly through distributors and/or other sales agents. Notwithstanding the design foregoing, manufacture the Executive may own shares of companies whose securities are publicly trades, marketing, sale, distribution or servicing so long as such securities do not constitute more than one percent (1%) of the outstanding securities of any of the following: high-speed optical detectors, terahertz devices, optoelectronic components, optoelectronic subsystems and systems, III-V materials, or optoelectronic semiconductor epilayer designs or structures or any other product and product group hereafter in development, manufactured, marketed, sold, distributed or serviced by the Company after the date hereof, but in each case which is the same as or similar to or competes with, or has a usage allied to, a product being actively developed, marketed, sold or distributed by the Company at any time during Employee’s final twelve (12) months of employment by the Company such company.

Appears in 1 contract

Samples: Executive Employment Agreement (Synergy Pharmaceuticals, Inc.)