Common use of Non-Compete Clause in Contracts

Non-Compete. As an inducement for the Company to enter into this Agreement, Executive agrees that during the Change of Control Payment Period, Executive shall not, directly or indirectly in any geographic area where the Company currently operates (i) engage without the prior express written consent of the Company, in any business or activity, whether as an employee, consultant, partner, principal, agent, representative, stockholder (except as a holder of less than 2% of the combined voting power of the outstanding stock of a publicly held company) or in any other individual, corporate or representative capacity, or render any services or provide any advice to any business, activity, person or entity, if Executive knows or reasonably should know that such business, activity, service, person or entity, directly or indirectly, competes in any material manner with the Business, or (ii) meaningfully assist, help or otherwise support, without the prior express written consent of the Company, any person, business, corporation, partnership or other entity or activity, whether as an employee, consultant, partner, principal, agent, representative, stockholder (other than in the capacity as a stockholder of less than 2% of the combined voting power of the outstanding shares of stock of a publicly held company) or in any other individual, corporate or representative capacity, to create, commence or otherwise initiate, or to develop, enhance or otherwise further, any business or activity if Executive knows or reasonably should know that such business or activity, directly or indirectly competes in any material manner with the Business. For purposes of this Section 6, the term "Business" shall refer to the business of the Company as presently conducted or as conducted on the Date of Termination. As of the date of this Agreement, the business of the Company, generally, involves the ownership, operation, billing, collection, maintenance, construction management, servicing and management of entities in the water or wastewater industry and water and wastewater utilities.

Appears in 5 contracts

Samples: Change of Control Severance Agreement (Southwest Water Co), Change of Control Severance Agreement (Southwest Water Co), Change of Control Severance Agreement (Southwest Water Co)

Non-Compete. As an inducement for For a period of twelve (12) months following the Company to enter into this Agreement termination of Executive’s employment by Employer (the “Non-competition Period”), the Executive agrees that during the Change of Control Payment Period, Executive shall will not , directly or indirectly in any geographic area where the Company currently operates (i) engage without the prior express written consent of the Company, in any business or activity, whether as an employee, consultant, partner, principal, agent, representative, stockholder (except as a holder of less than 2% of the combined voting power of the outstanding stock of a publicly held company) or in any other individual, corporate or representative capacity, or render any services or provide any advice to any business, activity, person or entity, if Executive knows or reasonably should know that such business, activity, service, person or entity , directly or indirectly, competes in any material manner with the Business, or (ii) meaningfully assist, help or otherwise support, without the prior express written consent of the Company Board of Directors, own, manage, operate, control, be employed by, consult with or participate in or be connected with any person, business, corporation, partnership entity owning or other entity or activity having financial interest in, whether as an employee direct or indirect, consultant, partner, principal, agent, representative, stockholder (other than a business entity which is in the capacity same line or lines of business as a stockholder of less than 2% of the combined voting power of the outstanding shares of stock of a publicly held company) Employer or in any other individual, corporate or representative capacity, to create, commence or otherwise initiate, or to develop, enhance or otherwise further, any business or activity if Executive knows or reasonably should know that such business or activity, directly or indirectly competes in any material manner with the Business its Subsidiaries. For purposes of this Section 6 7.1, the term "Business" shall refer to the business each of the Company following activities, without limitation, shall be deemed to constitute proscribed activities during the Non-competition Period: to engage in, work with, have an interest in (other than interests of less than one (1) % in companies with securities traded on a nationally recognized stock exchange or interdealer quotation system), advise, consult, manage, operate, lend money to (other than interests of less than (one) 1 % in companies traded on a nationally recognized stock exchange or interdealer quotation system), guarantee the debts or obligations of, or permit one’s name or any part thereof to be used in connection with an enterprise or endeavor, either individually, in partnership or in conjunction with any person or persons, firm, association, company or corporation, whether as presently conducted principal, director, agent, shareholder, partner, employee, consultant or as conducted on the Date of Termination in any other manner whatsoever. As of the date For purposes of this Agreement, the business an “indirect” interest is presumed to exist if an interest is held by a spouse, parent or child, in addition to any other forms of the Company, generally, involves the ownership, operation, billing, collection, maintenance, construction management, servicing and management of entities in the water indirect or wastewater industry and water and wastewater utilities beneficial interest.

Appears in 4 contracts

Samples: Employment Agreement (Viewcast Com Inc), Employment Agreement (Viewcast Com Inc), Amended and Restated Employment Agreement (Viewcast Com Inc)

Non-Compete. As an inducement At all times during Executive’s employment and for a period thereafter of twelve months (the Company to enter into this Agreement, Executive agrees that during the Change of Control Payment “Protection Period ”), Executive shall not, not directly or indirectly in indirectly, either for Executive or for any geographic area where the Company currently operates (i) engage without the prior express written consent of the Company other Person, in own any business or activity interest in, whether as an employee manage, consultant control, partner participate in, principal consult with, agent render services for, representative, stockholder (except as a holder of less than 2% of the combined voting power of the outstanding stock of a publicly held company) or in any other individual, corporate or representative capacity, or render any services or provide any advice to any business, activity, person or entity, if Executive knows or reasonably should know that such business, activity, service, person or entity, directly or indirectly, competes manner engage in any material manner business with the Business, or any Person ( ii) meaningfully assist, help or otherwise support including, without the prior express written consent of the Company limitation, any person division, business, corporation, partnership group or other entity or activity, whether as an employee, consultant, partner, principal, agent, representative, stockholder (other than franchise of a larger organization) that engages in the capacity as a stockholder of less than 2% of the combined voting power of the outstanding shares of stock of a publicly held company) Business anywhere in North America or in any other individual, corporate country in which the Company or representative capacity, to create, commence or otherwise initiate, or to develop, enhance or otherwise further, any business or activity if Executive knows or reasonably should know that such business or activity, directly or indirectly competes of its Subsidiaries engages in any material manner with the Business. For purposes of this Section 6 Agreement, the term "Business" “participate in” shall refer include, without limitation, having any direct or indirect interest in any corporation, partnership, joint venture or other entity, whether as a sole proprietor, owner, stockholder, partner, joint venture, creditor or otherwise, or rendering any direct or indirect service or assistance to the any individual, corporation, partnership, joint venture and other business of the Company entity (whether as presently conducted a director, officer, manager, supervisor, employee, agent, consultant or as conducted on the Date of Termination otherwise). As of the date For purposes of this Agreement, “Business” means, collectively, the electronic trading of fixed income securities or any other businesses of the Company or any of its Subsidiaries as such businesses exist at the Termination Date. Nothing herein shall prohibit Executive from owning not more than 2% of the outstanding stock of any class of a corporation that is publicly traded, so long as Executive has no active participation in the business of the Company, generally, involves the ownership, operation, billing, collection, maintenance, construction management, servicing and management of entities in the water or wastewater industry and water and wastewater utilities such corporation.

Appears in 3 contracts

Samples: Employment Agreement (Bonds.com Group, Inc.), Employment Agreement (Bonds.com Group, Inc.), Employment Agreement (Bonds.com Group, Inc.)

Non-Compete. As an inducement for the Company to enter into this Agreement, Executive Employee agrees that he will not, during the Change of Control Payment Period, Executive shall not, directly or indirectly in any geographic area where the Company currently operates (i) engage without the prior express written consent of the Company, in any business or activity, whether as an employee, consultant, partner, principal, agent, representative, stockholder (except as a holder of less than 2% of the combined voting power of the outstanding stock of a publicly held company) or in any other individual, corporate or representative capacity, or render any services or provide any advice to any business, activity, person or entity, if Executive knows or reasonably should know that such business, activity, service, person or entity Term, directly or indirectly, competes engage in (whether as an officer, employee, consultant, director, proprietor, agent, partner or otherwise) or have any material manner with the Business ownership interest in, or (ii) meaningfully assist participate in the financing, help operation, management or otherwise support, without the prior express written consent of the Company control of, any person, business firm, corporation, partnership corporation or other entity business that engages in competition with Hadco or activity, whether as an employee, consultant, partner, principal, agent, representative, stockholder (other than any of its subsidiaries or affiliates in the capacity as a stockholder business of less manufacture or sale of printed circuit boards or of other electronic interconnect products, or in the development of technologies for such businesses. The territory to which this restriction shall apply shall be worldwide. It is agreed that ownership of no more than 2 1% of the combined outstanding voting power of the outstanding shares of stock of a publicly held company) or in any other individual, corporate or representative capacity, to create, commence or otherwise initiate, or to develop, enhance or otherwise further, any business or activity if Executive knows or reasonably should know that such business or activity, directly or indirectly competes in any material manner with the Business. For purposes traded corporation shall not constitute a violation of this Section 6, the term "Business" shall refer to the business of the Company as presently conducted or as conducted on the Date of Termination. As of the date of this Agreement, the business of the Company, generally, involves the ownership, operation, billing, collection, maintenance, construction management, servicing and management of entities in the water or wastewater industry and water and wastewater utilities provision.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Continental Circuits Corp), Agreement and Plan of Merger (Hadco Acquisition Corp Ii), Agreement and Plan of Merger (Hadco Corp)

Non-Compete. As an inducement for For a period of eighteen (18) months following the Company to enter into this Agreement termination of Executive’s employment by Employer (the “Non-competition Period”), the Executive agrees that during the Change of Control Payment Period, Executive shall will not , directly or indirectly in any geographic area where the Company currently operates (i) engage without the prior express written consent of the Company, in any business or activity, whether as an employee, consultant, partner, principal, agent, representative, stockholder (except as a holder of less than 2% of the combined voting power of the outstanding stock of a publicly held company) or in any other individual, corporate or representative capacity, or render any services or provide any advice to any business, activity, person or entity, if Executive knows or reasonably should know that such business, activity, service, person or entity , directly or indirectly, competes in any material manner with the Business, or (ii) meaningfully assist, help or otherwise support, without the prior express written consent of the Company Board of Directors, own, manage, operate, control, be employed by, consult with or participate in or be connected with any person, business, corporation, partnership entity owning or other entity or activity having financial interest in, whether as an employee direct or indirect, consultant, partner, principal, agent, representative, stockholder (other than a business entity which is in the capacity same line or lines of business as a stockholder of less than 2% of the combined voting power of the outstanding shares of stock of a publicly held company) Employer or in any other individual, corporate or representative capacity, to create, commence or otherwise initiate, or to develop, enhance or otherwise further, any business or activity if Executive knows or reasonably should know that such business or activity, directly or indirectly competes in any material manner with the Business its Subsidiaries. For purposes of this Section 6 7.1, the term "Business" shall refer to the business each of the Company following activities, without limitation, shall be deemed to constitute proscribed activities during the Non-competition Period: to engage in, work with, have an interest in (other than interests of less than 1% in companies with securities traded on a nationally recognized stock exchange or interdealer quotation system), advise, consult, manage, operate, lend money to (other than interests of less than 1% in companies traded on a nationally recognized stock exchange or interdealer quotation system), guarantee the debts or obligations of, or permit one’s name or any part thereof to be used in connection with an enterprise or endeavor, either individually, in partnership or in conjunction with any person or persons, firm, association, company or corporation, whether as presently conducted principal, director, agent, shareholder, partner, employee, consultant or as conducted on the Date of Termination in any other manner whatsoever. As of the date For purposes of this Agreement, the business an “indirect” interest is presumed to exist if an interest is held by a spouse, parent or child, in addition to any other forms of the Company, generally, involves the ownership, operation, billing, collection, maintenance, construction management, servicing and management of entities in the water indirect or wastewater industry and water and wastewater utilities beneficial interest.

Appears in 3 contracts

Samples: Employment Agreement (Viewcast Com Inc), Employment Agreement (Viewcast Com Inc), Employment Agreement (Viewcast Com Inc)

Non-Compete. As an inducement You agree that for the period commencing on the date of this Agreement and ending upon the completion of the term of Employee's employment hereunder or other termination or expiration hereof, except on behalf of the Company to enter into and its affiliates in accordance with this Agreement, Executive agrees that during the Change of Control Payment Period, Executive you shall not, directly or indirectly in any geographic area where the Company currently operates (i) engage without the prior express written consent of the Company indirectly, in any business or activity as employee, whether as an employee agent, consultant, partner stockholder, principal director, agent, representative, stockholder (except as a holder of less than 2% of the combined voting power of the outstanding stock of a publicly held company) partner or in any other individual, corporate individual or representative capacity, own, operate, manage, control, engage in, invest in or render any services or provide any advice to any business, activity, person or entity, if Executive knows or reasonably should know that such business, activity, service, person or entity, directly or indirectly, competes participate in any material manner in, act as a consultant or advisor to, render services for (alone or in association with the Business, or (ii) meaningfully assist, help or otherwise support, without the prior express written consent of the Company, any person, business firm, corporation corporation or entity), partnership or other otherwise assist, for compensation or otherwise, any person or entity that engages in or owns, invests in, operates, manages or controls any venture or enterprise that engages in any activity, whether as an employee involving the research, consultant development, partner licensing or sale of multi-channel (surround sound) digital audio encoding technology for consumer applications, principal or involving the research, agent development, representative licensing, stockholder manufacture or sale of multi-channel ( other than surround sound) digital audio coding equipment for theatrical applications, (the "Business"); provided, however, that nothing contained in this Agreement shall be construed to prevent you from investing in the capacity as stock of any competing corporation listed on a stockholder national securities exchange or traded in the over-the-counter market, but only if you are not involved in the business of less said corporation and if you and your affiliates collectively do not own more than 2 an aggregate of 5% of the combined voting power of the outstanding shares of stock of a publicly held company) or in any other individual, corporate or representative capacity, to create, commence or otherwise initiate, or to develop, enhance or otherwise further, any business or activity if Executive knows or reasonably should know that such business or activity, directly or indirectly competes in any material manner with the Business. For purposes of this Section 6, the term "Business" shall refer to the business of the Company as presently conducted or as conducted on the Date of Termination. As of the date of this Agreement, the business of the Company, generally, involves the ownership, operation, billing, collection, maintenance, construction management, servicing and management of entities in the water or wastewater industry and water and wastewater utilities corporation.

Appears in 3 contracts

Samples: Confirmatory Assignment (Digital Theater Systems Inc), Confirmatory Assignment (Digital Theater Systems Inc), Confirmatory Assignment (Digital Theater Systems Inc)

Non-Compete. As an inducement At all times during Executive’s employment and for a period thereafter of twelve months (the Company to enter into this Agreement, Executive agrees that during the Change of Control Payment “Protection Period ”), Executive shall not, not directly or indirectly in indirectly, either for Executive or for any geographic area where the Company currently operates (i) engage without the prior express written consent of the Company other Person, in own any business or activity interest in, whether as an employee manage, consultant control, partner participate in, principal consult with, agent render services for, representative, stockholder (except as a holder of less than 2% of the combined voting power of the outstanding stock of a publicly held company) or in any other individual, corporate or representative capacity, or render any services or provide any advice to any business, activity, person or entity, if Executive knows or reasonably should know that such business, activity, service, person or entity, directly or indirectly, competes manner engage in any material manner business with the Business, or any Person ( ii) meaningfully assist, help or otherwise support including, without the prior express written consent of the Company limitation, any person division, business, corporation, partnership group or other entity or activity, whether as an employee, consultant, partner, principal, agent, representative, stockholder (other than franchise of a larger organization) that is primarily engaged in the capacity as a stockholder of less than 2% of the combined voting power of the outstanding shares of stock of a publicly held company) Business anywhere in North America or in any other individual, corporate country in which the Company or representative capacity, to create, commence or otherwise initiate, or to develop, enhance or otherwise further, any business or activity if Executive knows or reasonably should know that such business or activity, directly or indirectly competes of its Subsidiaries engages in any material manner with the Business. For purposes of this Section 6 Agreement, the term "Business" “participate in” shall refer include, without limitation, having any direct or indirect interest in any corporation, partnership, joint venture or other entity, whether as a sole proprietor, owner, stockholder, partner, joint venture, creditor or otherwise, or rendering any direct or indirect service or assistance to the any individual, corporation, partnership, joint venture and other business of the Company entity (whether as presently conducted a director, officer, manager, supervisor, employee, agent, consultant or as conducted on the Date of Termination otherwise). As of the date For purposes of this Agreement, “Business” means, collectively, the electronic trading of fixed income securities or any other businesses of the Company or any of its Subsidiaries as such businesses exist at the Termination Date. Nothing herein shall prohibit Executive from owning up to 5% of the outstanding stock of any class of a corporation that is publicly traded, so long as Executive has no active participation in the business of the Company, generally, involves the ownership, operation, billing, collection, maintenance, construction management, servicing and management of entities in the water or wastewater industry and water and wastewater utilities such corporation.

Appears in 2 contracts

Samples: Amended and Restated Employment Agreement (Bonds.com Group, Inc.), Employment Agreement (Bonds.com Group, Inc.)

Non-Compete. As an inducement for During the Company to enter into this Agreement, Executive agrees that during the Change of Control Payment Restricted Period, Executive Employee shall not, directly or indirectly in indirectly, on Employee’s own behalf or on behalf of any geographic area where the Company currently operates (i) engage without the prior express written consent of the Company other person, in any business corporation, partnership or activity entity, whether as an employee, consultant officer, director, 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, representative trustee, stockholder (except as a holder of less than 2% consultant, or otherwise, in any business that competes with the Business of the combined voting power of Company within the outstanding stock of a publicly held company) or in any other individual Territory; provided, corporate or representative capacity however, or render any services or provide any advice to any business, activity, person or entity, if Executive knows or reasonably should know that such business, activity, service, person or entity Employee may own, directly or indirectly, competes in solely as an investment, securities of any material manner with the Business business which are publicly traded if Employee (A) is not a controlling person of, or (ii) meaningfully assist, help or otherwise support, without the prior express written consent of the Company, any person, business, corporation, partnership or other entity or activity, whether as an employee, consultant, partner, principal, agent, representative, stockholder (other than in the capacity as a stockholder of less than 2% of the combined voting power of the outstanding shares of stock member of a publicly held company) or in any other individual group which controls, corporate or representative capacity, to create, commence or otherwise initiate, or to develop, enhance or otherwise further, any business or activity if Executive knows or reasonably should know that such business or activity and (B) does not, directly or indirectly competes in indirectly, own 2% or more of any material manner class of securities of such business; or (iv) interfere with Business relationships (whether formed heretofore or hereafter) between the Business Company and its customers, prospective customers or vendors. For purposes of this Section 6 hereof, the term " Business " shall refer to mean the business of in which the Company as presently conducted or as conducted on is engaged at the Date of Termination. As of time the date of this Agreement Stock Purchase Agreement is executed and for the one-year period prior to such execution, including, but not limited to, the business of providing monitoring and surveillance and related services to the Company criminal justice system, generally, involves and “Territory” shall mean those states in which the ownership, operation, billing, collection, maintenance, construction management, servicing Company does business at the time of termination of the Employee’s employment hereunder. This covenant is in addition to and management of entities does not replace or vitiate the covenant contained in the water or wastewater industry and water and wastewater utilities Stock Purchase Agreement.

Appears in 2 contracts

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

Non-Compete. As an inducement for During the Company to enter into this Agreement Term, Executive agrees that during the Change of Control Payment Period, Executive shall not, directly or indirectly in indirectly, enter the employ of, or render any geographic area where the Company currently operates (i) engage without the prior express written consent of the Company services to, any person, firm or corporation engaged in any business competitive with the business of the Company or activity of any of its subsidiaries or affiliates; the Executive shall not engage in such business on the Executive's own account; and the Executive shall not become interested in any such business, whether directly or indirectly, as an employee, consultant individual, partner , shareholder, director, officer, principal, agent, representative employee, stockholder (except as a holder of less than 2% of the combined voting power of the outstanding stock of a publicly held company) trustee, consultant or in any other individual, corporate relationship or representative capacity, or render any services or provide any advice provided, however, that nothing contained in this Section 5.2 shall be deemed to any business prohibit the Executive from acquiring, activity, person or entity, if Executive knows or reasonably should know that such business, activity, service, person or entity, directly or indirectly, competes in any material manner with the Business, or (ii) meaningfully assist, help or otherwise support, without the prior express written consent of the Company, any person, business, corporation, partnership or other entity or activity, whether solely as an employee investment, consultant, partner, principal, agent, representative, stockholder up to three percent ( other than in the capacity as a stockholder of less than 2% of the combined voting power 3%) of the outstanding shares of publicly traded capital stock of a publicly held company) or in any other individual, corporate or representative capacity, to create, commence or otherwise initiate, or to develop, enhance or otherwise further, any business or activity if Executive knows or reasonably should know that such business or activity, directly or indirectly competes in any material manner with the Business. For purposes of this Section 6, the term "Business" shall refer to the business of the Company as presently conducted or as conducted on the Date of Termination. As of the date of this Agreement, the business of the Company, generally, involves the ownership, operation, billing, collection, maintenance, construction management, servicing and management of entities in the water or wastewater industry and water and wastewater utilities corporation.

Appears in 2 contracts

Samples: Employment Agreement (Marvel Entertainment Group Inc), Employment Agreement (Marvel Entertainment Group Inc)

Non-Compete. As an inducement for During the Company to enter into this term of the Agreement, Executive agrees that during the Change of Control Payment Period, Executive shall Employee will not, directly or indirectly (whether for compensation or otherwise), alone or in concert with others, own, manage, operate, join, control, or participate in the ownership, management, operation, or control of, or furnish any capital to, or be connected in any geographic area where the Company currently operates manner with ( i) engage without the prior express written consent of the Company whether alone or as a partner, in any business or activity officer, whether as an director, employee, consultant agent or shareholder), partner, principal, agent, representative, stockholder (except as a holder of less than 2% of the combined voting power of the outstanding stock of a publicly held company) or in any other individual, corporate or representative capacity, or render any services or provide any advice to or services as a consultant for, any business, activity, person or entity, if Executive knows or reasonably should know that such business, activity, service, person or entity, directly or indirectly, business which competes in any material manner with the Business Company’s business or that of any subsidiary, or (ii) meaningfully assist, help or otherwise support, without the prior express written consent of the Company, any person, business partnership, corporation, partnership joint venture, or other similar entity or activity, whether as an employee, consultant of which the Company is a shareholder, partner, principal or member as such business may be conducted from time to time. Notwithstanding the foregoing, agent Employee may be a passive investor in a business which competes with the Company’s business, representative, stockholder (other than in the capacity as a stockholder of less than provided Employee’s equity holding does not exceed 2% of the combined voting power of the outstanding shares of stock of a publicly held company) or in any other individual, corporate or representative capacity, to create, commence or otherwise initiate, or to develop, enhance or otherwise further, any business or activity if Executive knows or reasonably should know that such business or activity, directly or indirectly competes in any material manner with the Business. For purposes of this Section 6, the term "Business" shall refer to the business of the Company as presently conducted or as conducted on the Date of Termination. As of the date of this Agreement, the business of the Company, generally, involves the ownership, operation, billing, collection, maintenance, construction management, servicing and management of entities in the water or wastewater industry and water and wastewater utilities business.

Appears in 2 contracts

Samples: Employment Agreement (Bidz.com, Inc.), Employment Agreement (Bidz.com, Inc.)

Non-Compete. As an inducement Each of the Members, severally (and not jointly or jointly and severally), hereby covenant and agree that for a period of two (2) years from the Company to enter into this Agreement Closing Date, Executive agrees that during the Change of Control Payment Period, Executive shall not, they will not directly or indirectly indirectly, whether with or through any person, firm, partnership, corporation or other entity or venture now existing or hereafter created, engage in, acquire an interest in any geographic area where the Company currently operates ( i) engage without the prior express written consent of the Company, in any business or activity, whether as an employee, consultant, partner agent, proprietor, principal, agent partner, representative major stockholder, stockholder (except as a holder corporate officer, director or otherwise), nor participate in the financing, operation, management or control of any business which is competitive with the business of renting or selling extreme sports DVDs or videos; provided, however, that ownership or acquisition by any of the Members of an aggregate of less than 2 5% of the combined voting power of the outstanding stock of any publicly traded company shall not constitute a publicly held company) or in any other individual, corporate or representative capacity, or render any services or provide any advice to any business, activity, person or entity, if Executive knows or reasonably should know that such business, activity, service, person or entity, directly or indirectly, competes in any material manner with the Business, or (ii) meaningfully assist, help or otherwise support, without the prior express written consent of the Company, any person, business, corporation, partnership or other entity or activity, whether as an employee, consultant, partner, principal, agent, representative, stockholder (other than in the capacity as a stockholder of less than 2% of the combined voting power of the outstanding shares of stock of a publicly held company) or in any other individual, corporate or representative capacity, to create, commence or otherwise initiate, or to develop, enhance or otherwise further, any business or activity if Executive knows or reasonably should know that such business or activity, directly or indirectly competes in any material manner with the Business. For purposes violation of this Section 6, the term "Business" shall refer to the business of the Company as presently conducted or as conducted on the Date of Termination. As of the date of this Agreement, the business of the Company, generally, involves the ownership, operation, billing, collection, maintenance, construction management, servicing and management of entities in the water or wastewater industry and water and wastewater utilities 8.2.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Americana Publishing Inc), Americana Publishing Inc

Non-Compete. As an inducement for the Company to enter into this Agreement, Executive agrees that during the Change of Control Payment Period, Executive shall not, directly or indirectly in through any geographic area where the Company currently operates Person, for himself or for others, (i) engage without in, acquire an ownership interest in, or manage, operate or control, participate in the prior express written consent of the Company ownership, in management, operation or control of, or be connected with or have any business beneficial interest in, or activity serve as a director, whether as an officer, employee , agent, consultant, partner, principal investor, agent or independent contractor for, representative, stockholder (except as a holder of less than 2% of the combined voting power of the outstanding stock of a publicly held company) or any Person that engages in any other individual, corporate or representative capacity, or render any services or provide any advice to any business, activity, person or entity, if Executive knows or reasonably should know that such business, activity, service, person or entity, directly or indirectly, competes in any material manner business which is competitive with the Business Business conducted by the Company within the twelve (12) months preceding the termination of Executive’s employment, or (ii) meaningfully assist induce or attempt to induce, help or take any action the direct result of which is to cause, any customer, prospective customer or licensee of the Company to cease doing business with, or to reduce the level of business then being conducted with, or otherwise support interfere with the goodwill enjoyed by, without the prior express written consent Company. Notwithstanding the foregoing, it shall not be a violation of this Agreement for Executive to maintain passive investments in other businesses which, if privately owned, are not a direct or indirect competitor of the Company Company or, any person if publicly owned, business, corporation, partnership or other entity or activity, whether as an employee, consultant, partner, principal, agent, representative, stockholder do not involve Executive’s owning more than three percent ( other than in the capacity as a stockholder of less than 2% of the combined voting power 3%) of the outstanding shares capital stock or other equity interests of stock of a publicly held company) or in any other individual, corporate or representative capacity, to create, commence or otherwise initiate, or to develop, enhance or otherwise further, any business or activity if Executive knows or reasonably should know that such business or activity, directly or indirectly competes in any material manner with the Business. For purposes of this Section 6, the term "Business" shall refer to the business of the Company as presently conducted or as conducted on the Date of Termination. As of the date of this Agreement, the business of the Company, generally, involves the ownership, operation, billing, collection, maintenance, construction management, servicing and management of entities in the water or wastewater industry and water and wastewater utilities companies.

Appears in 2 contracts

Samples: Employment Agreement (Tii Network Technologies, Inc.), Employment Agreement (Tii Network Technologies, Inc.)

Non-Compete. As an inducement for For a period of eighteen (18) months following the Company to enter into this Agreement, Executive agrees that during the Change of Control Payment Period, Executive shall not, directly or indirectly in any geographic area where the Company currently operates (i) engage without the prior express written consent termination of the Company Executive’s employment by the Employer (the “Non-competition Period”), in any business or activity, whether as an employee, consultant, partner, principal, agent, representative, stockholder (except as a holder of less than 2% of the combined voting power of the outstanding stock of a publicly held company) or in any other individual, corporate or representative capacity, or render any services or provide any advice to any business, activity, person or entity, if Executive knows or reasonably should know that such business, activity, service, person or entity will not, directly or indirectly, competes in any material manner with the Business, or (ii) meaningfully assist, help or otherwise support, without the prior express written consent of the Company Board of Directors, own, manage, operate, control, be employed by, consult with or participate in or be connected with any person, business, corporation, partnership entity owning or other entity or activity having financial interest in, whether as an employee direct or indirect, consultant, partner, principal, agent, representative, stockholder (other than a business entity which is in the capacity same line or lines of business as a stockholder of less than 2% of the combined voting power of the outstanding shares of stock of a publicly held company) Employer or in any other individual, corporate or representative capacity, to create, commence or otherwise initiate, or to develop, enhance or otherwise further, any business or activity if Executive knows or reasonably should know that such business or activity, directly or indirectly competes in any material manner with the Business its Subsidiaries. For purposes of this Section 6 7.1, the term "Business" shall refer to the business each of the Company following activities, without limitation, shall be deemed to constitute proscribed activities during the Non-competition Period: to engage in, work with, have an interest in (other than interests of less than one (1) % in companies with securities traded on a nationally recognized stock exchange or interdealer quotation system), advise, consult, manage, operate, lend money to (other than interests of less than one (1) % in companies traded on a nationally recognized stock exchange or interdealer quotation system), guarantee the debts or obligations of, or permit one’s name or any part thereof to be used in connection with an enterprise or endeavor, either individually, in partnership or in conjunction with any person or persons, firm, association, company or corporation, whether as presently conducted principal, director, agent, shareholder, partner, employee, consultant or as conducted on the Date of Termination in any other manner whatsoever. As of the date For purposes of this Agreement, the business an “indirect” interest is presumed to exist if an interest is held by a spouse, parent or child, in addition to any other forms of the Company, generally, involves the ownership, operation, billing, collection, maintenance, construction management, servicing and management of entities in the water indirect or wastewater industry and water and wastewater utilities beneficial interest.

Appears in 2 contracts

Samples: Amended and Restated Employment Agreement (Viewcast Com Inc), Amended and Restated Employment Agreement (Viewcast Com Inc)

Non-Compete. As an inducement for For a period of two (2) years commencing on the Company to enter into this Agreement Effective Date (the “Restricted Period”), Executive agrees that during the Change of Control Payment Period, Executive Employee shall not, directly or indirectly in any geographic area where the Company currently operates indirectly, (i) engage without the prior express written consent of the Company, in or assist others in engaging in any business Prohibited Activity in the United States of America (the “Territory”); (ii) have an interest in any person or activity entity that engages directly or indirectly in any Prohibited Activity in the Territory in any capacity, whether including as an a partner, shareholder, member, employee , consultant, partner , principal, agent, representative trustee or consultant; or (iii) cause, stockholder (except as a holder of less than 2% induce or encourage any material actual or prospective client, customer, supplier or licensor of the combined voting power Company’s or any of its affiliates’ businesses (including any existing or former client or customer of Company or its affiliates and any person or entity that becomes a client or customer of the outstanding stock Company’s or any of a publicly held company) its affiliates’ businesses after the Effective Date), or in any other individual, corporate or representative capacity, or render any services or provide any advice to any business, activity, person or entity entity who has a material business relationship with the Company’s or any of its affiliates’ businesses, if Executive knows to terminate or reasonably should know that modify any such business actual or prospective relationship. Notwithstanding the foregoing, activity, service, person or entity Employee may own, directly or indirectly, competes in solely as an investment, securities of any material manner with the Business entity traded on any national securities exchange if Company is not a controlling person or entity of, or (ii) meaningfully assist a member of a group which controls, help such entity and does not, directly or otherwise support indirectly, without own 5% or more of any class of securities of such entity. For the prior express written consent of purposes hereof, “Prohibited Activity” shall mean any activity in which the Company Employee contributes his knowledge, any person directly or indirectly, business in whole or in part, corporation, partnership or other entity or activity, whether as an employee, employer, owner, operator, manager, advisor, consultant , agent, partner, principal director, agent stockholder, representative, stockholder officer or any other similar capacity ( other than whether paid or unpaid) to an entity engaged in the capacity same or similar business as a stockholder the Company or TL Energy or any of less than 2% of the combined voting power of the outstanding shares of stock of a publicly held company) or their respective affiliates, including those engaged in any other individual, corporate or representative capacity, to create, commence or otherwise initiate, or to develop, enhance or otherwise further, any business or activity if Executive knows or reasonably should know that such business or activity, directly or indirectly competes in any material manner with the Business. For purposes of this Section 6, the term "Business" shall refer to the business of the Company as presently conducted manufacturing or as conducted on the Date selling LED lighting technology products or LED lighting retrofit or conversion kits, or offering consulting, auditing or other similar services with respect to LED lighting . Prohibited Activity also includes activity that may require or inevitably require disclosure of Termination. As of the date of this Agreement trade secrets, the business of the Company, generally, involves the ownership, operation, billing, collection, maintenance, construction management, servicing and management of entities in the water proprietary information or wastewater industry and water and wastewater utilities Confidential Information.

Appears in 2 contracts

Samples: Employment Agreement (Trans Lux Corp), Employment Agreement (TRANS LUX Corp)

Non-Compete. As an inducement for the Company to enter into this Agreement, Executive agrees that during the Change of Control Payment Covenant Period, Executive shall not, directly or indirectly in any geographic area where the Company currently operates (i) engage without the prior express written consent of the Company, in any business or activity, whether as an employee, consultant, partner, principal, agent, representative, stockholder (except as a holder of less than 2% of the combined voting power of the outstanding stock of a publicly held company) or in any other individual, corporate or representative capacity, or render any services or provide any advice to any business, activity, person or entity, if Executive knows or reasonably should know that such business, activity, service, person or entity, directly or indirectly, competes in any material manner with the Business, or (ii) meaningfully assist, help or otherwise support, without the prior express written consent of the Company, any person, business, corporation, partnership or other entity or activity, whether as an employee, consultant, partner, principal, agent, representative, stockholder (other than in the capacity as a stockholder of less than 2% of the combined voting power of the outstanding shares of stock of a publicly held company) or in any other individual, corporate or representative capacity, to create, commence or otherwise initiate, or to develop, enhance or otherwise further, any business or activity if Executive knows or reasonably should know that such business or activity, directly or indirectly competes in any material manner with the Business. For purposes of this Section 6, the term "Business" shall refer to the business of the Company as presently conducted or as conducted on the Date of Termination. As of the date of this Agreement, the business of the Company, generally, involves the ownership, operation, billing, collection, maintenance, construction management, servicing and management of entities in the water or wastewater industry and water and wastewater utilities.

Appears in 1 contract

Samples: Change of Control Severance Agreement (Southwest Water Co)

Non-Compete. As an inducement for During Executive’s employment with the Company to enter into this Agreement, Executive agrees that during and until one (1) year after Executive’s termination of employment with the Change of Control Payment Period Company for any reason, Executive shall not, directly or indirectly indirectly, own, manage, engage in, operate, control, work for, consult with, render services for, provide Company information to, do business with, maintain any interest in (proprietary, financial or otherwise) or participate in the ownership, management, operation or control of, any business, whether in corporate, proprietorship or partnership form or otherwise, that is related to the business or otherwise competes with the Company’s business in any geographic area where location in which the Company currently operates (i) engage without the prior express written consent of the Company conducts or is reasonably expected to conduct its business; provided, in any business or activity however, whether as an employee, consultant, partner, principal, agent, representative, stockholder (except as a holder of less than 2% of the combined voting power of the outstanding stock of a publicly held company) or in any other individual, corporate or representative capacity, or render any services or provide any advice to any business, activity, person or entity, if Executive knows or reasonably should know that such business, activity, service, person or entity restrictions shall not restrict the acquisition by an Executive, directly or indirectly, competes in any material manner with the Business, or (ii) meaningfully assist, help or otherwise support, without the prior express written consent of the Company, any person, business, corporation, partnership or other entity or activity, whether as an employee, consultant, partner, principal, agent, representative, stockholder (other than in the capacity as a stockholder of less than 2% of the combined voting power five percent (5%) of the outstanding shares share capital of stock of a any publicly held company) or traded company in any other individual, corporate or representative capacity, to create, commence or otherwise initiate, or to develop, enhance or otherwise further, any business or activity if Executive knows or reasonably should know that such business or activity, directly or indirectly competes in any material manner competition with the Business. For purposes of this Section 6 Company or its affiliated entities, provided that the term "Business" shall refer to Executive does not otherwise participate in the business of the Company as presently conducted or as conducted on the Date of Termination. As of the date of this Agreement, the business of the Company, generally, involves the ownership, operation, billing, collection, maintenance, construction management, servicing and management of entities in the water or wastewater industry and water and wastewater utilities such corporation.

Appears in 1 contract

Samples: Employment Agreement (Lizhi Inc.)

Non-Compete. As an inducement for During Executive’s employment with the Company to enter into this Agreement, Executive agrees that during and until twenty-four months after Executive’s termination of employment with the Change of Control Payment Period Company for any reason, Executive shall not, directly or indirectly indirectly, own, manage, engage in, operate, control, work for, consult with, render services for, provide Company information to, do business with, maintain any interest in (proprietary, financial or otherwise) or participate in the ownership, management, operation or control of, any business, whether in corporate, proprietorship or partnership form or otherwise, that is related to the business or otherwise competes with the Company’s business in any geographic area where location in which the Company currently operates (i) engage without the prior express written consent of the Company conducts or is reasonably expected to conduct its business; provided, in any business or activity however, whether as an employee, consultant, partner, principal, agent, representative, stockholder (except as a holder of less than 2% of the combined voting power of the outstanding stock of a publicly held company) or in any other individual, corporate or representative capacity, or render any services or provide any advice to any business, activity, person or entity, if Executive knows or reasonably should know that such business, activity, service, person or entity restrictions shall not restrict the acquisition by an Executive, directly or indirectly, competes in any material manner with the Business, or (ii) meaningfully assist, help or otherwise support, without the prior express written consent of the Company, any person, business, corporation, partnership or other entity or activity, whether as an employee, consultant, partner, principal, agent, representative, stockholder (other than in the capacity as a stockholder of less than 2% of the combined voting power five percent (5%) of the outstanding shares share capital of stock of a any publicly held company) or traded company in any other individual, corporate or representative capacity, to create, commence or otherwise initiate, or to develop, enhance or otherwise further, any business or activity if Executive knows or reasonably should know that such business or activity, directly or indirectly competes in any material manner competition with the Business. For purposes of this Section 6 Company or its affiliated entities, provided that the term "Business" shall refer to Executive does not otherwise participate in the business of the Company as presently conducted or as conducted on the Date of Termination. As of the date of this Agreement, the business of the Company, generally, involves the ownership, operation, billing, collection, maintenance, construction management, servicing and management of entities in the water or wastewater industry and water and wastewater utilities such corporation.

Appears in 1 contract

Samples: Form of Employment Agreement (Boqii Holding LTD)

Non-Compete. As an inducement for During Executive’s employment with the Company to enter into this Agreement, Executive agrees that during and until two (2) years after Executive’s termination of employment with the Change of Control Payment Period Company for any reason, Executive shall not, directly or indirectly indirectly, own, manage, engage in, operate, control, work for, consult with, render services for, provide Company information to, do business with, maintain any interest in (proprietary, financial or otherwise) or participate in the ownership, management, operation or control of, any business, whether in corporate, proprietorship or partnership form or otherwise, that is related to the business or otherwise competes with the Company’s business in any geographic area where the Company currently operates (i) engage without the prior express written consent of the Company location in which theCompany conducts or is reasonably expected to conduct its business; provided, in any business or activity however, whether as an employee, consultant, partner, principal, agent, representative, stockholder (except as a holder of less than 2% of the combined voting power of the outstanding stock of a publicly held company) or in any other individual, corporate or representative capacity, or render any services or provide any advice to any business, activity, person or entity, if Executive knows or reasonably should know that such business, activity, service, person or entity restrictions shall not restrict the acquisition by an Executive, directly or indirectly, competes in any material manner with the Business, or (ii) meaningfully assist, help or otherwise support, without the prior express written consent of the Company, any person, business, corporation, partnership or other entity or activity, whether as an employee, consultant, partner, principal, agent, representative, stockholder (other than in the capacity as a stockholder of less than 2% of the combined voting power of one percent (1%)of the outstanding shares share capital of stock of a any publicly held company) or traded company engaged in any other individual, corporate or representative capacity, business that is related to create, commence or otherwise initiate, or to develop, enhance or otherwise further, any business or activity if Executive knows or reasonably should know that such business or activity, directly or indirectly competes in any material manner with the Business. For purposes of this Section 6, the term "Business" shall refer to the business of the Company as presently conducted or as conducted on the Date of Termination. As of the date of this Agreement, the business of the Company , generally, involves the ownership, operation, billing, collection, maintenance, construction management, servicing and management of entities in the water or wastewater industry and water and wastewater utilities ’s business.

Appears in 1 contract

Samples: Employment Agreement (DouYu International Holdings LTD)

Non-Compete. As an inducement for During the Company to enter into this Agreement Restricted Period (as defined in Section 8.1(b)(i)), Executive agrees that during the Change of Control Payment Period, Executive Selling Stakeholders and their Affiliates shall not, without the prior written consent of WCWI, which consent may be withheld in WCWI’s sole and absolute discretion, anywhere within the State of Washington, directly or indirectly in indirectly, acting individually or as the owner, shareholder, partner, member or employee of any geographic area where the Company currently operates entity other than WCWI or one of its subsidiaries, directly or indirectly, (i) engage own or operate a business competitive with or similar to the Subject Business, including without limitation engaging in the prior express written consent ownership or operation of a solid waste collection, transportation, disposal and/or composting business, transfer facility, recycling facility, materials recovery facility or landfill; (ii) whether or not for compensation, enter the employ of, or render any personal services to or for the benefit of, or assist in or facilitate the solicitation of customers for, or receive remuneration in the form of salary, commissions or otherwise from, any business similar to the Subject Business, provided that (A) the Selling Stakeholders may provide lobbying services relating to the solid waste industry in general and general business consulting services that are unrelated to the Subject Business in each case that do not involve the use or disclosure of any Confidential Information of the Company LLC or the Corporation, and (B) the descendents of the Selling Stakeholders may enter the employ of, or render personal services to businesses similar to the Subject Business for compensation as long as they do not (x) hold a director, officer or other policy-making or managerial position, (y) participate in any bid or proposal to engage in any business similar to the Business or activity (z) violate any other provision of this Section 11.1(a); (iii) as owner or lessor of real estate or personal property, whether rent to or lease any facility, equipment or other assets to any business, other than the LLC, the Corporation, WCWI or any of their respective Affiliates, engaged in the Subject Business; or (iv) receive or purchase a financial interest in, make a loan to, or make a gift in support of, any enterprise engaged in the Subject Business in any capacity, including, without limitation, as an employee, consultant a sole proprietor, partner , shareholder, member, officer, director, principal, agent, representative trustee or lender; provided, stockholder (except as a holder of less than 2% however, that any of the combined voting power of the outstanding stock of a publicly held company) or in any other individual, corporate or representative capacity, or render any services or provide any advice to any business, activity, person or entity, if Executive knows or reasonably should know that such business, activity, service, person or entity Selling Stakeholders and their Affiliates may own, directly or indirectly, competes in solely as an investment, securities of any material manner with the Business business traded on any national securities exchange or NASDAQ, provided that such Selling Stakeholder or Affiliate is not a controlling person of, or (ii) meaningfully assist a member of a group that controls, help such business and further Equity Purchase AgreementPCRCDprovided that such Selling Stakeholder or otherwise support Affiliates does not, without the prior express written consent of the Company, any person, business, corporation, partnership or other entity or activity, whether as an employee, consultant, partner, principal, agent, representative, stockholder (other than in the capacity as a stockholder of less than 2% of the combined voting power of the outstanding shares of stock of a publicly held company) or in any other individual, corporate or representative capacity, to create, commence or otherwise initiate, or to develop, enhance or otherwise further, any business or activity if Executive knows or reasonably should know that such business or activity aggregate, directly or indirectly competes in indirectly, own 2% or more of any material manner with the Business. For purposes class of this Section 6, the term "Business" shall refer to the business securities of the Company as presently conducted or as conducted on the Date of Termination. As of the date of this Agreement, the business of the Company, generally, involves the ownership, operation, billing, collection, maintenance, construction management, servicing and management of entities in the water or wastewater industry and water and wastewater utilities such business.

Appears in 1 contract

Samples: Waste Connections Inc/De

Non-Compete. As an inducement for During the Company to enter into this Agreement, Executive agrees that during the Change of Control Payment Restricted Period, the Executive shall not, in the United States or any other place where the Company, its Parent or any Subsidiary, whether such Subsidiary is now existing or hereafter formed, conducts the Company Business or any part thereof, directly or indirectly indirectly, (1) engage in any geographic area where the Company currently operates Business ( i) engage without other than on behalf of and at the prior express written consent request of the Company, in its Parent and or any business or activity, whether as an employee, consultant, partner, principal, agent, representative, stockholder Subsidiary); ( except as a holder of less than 2% of ii) enter the combined voting power of the outstanding stock of a publicly held company) or in any other individual, corporate or representative capacity employ of, or render any services to, any Person (other than the Company, its Parent or provide any advice to Subsidiary) engaged in the Company Business; or (iii) become interested in any business such person in any capacity, activity including, person without limitation, as an individual, partner, member, manager, shareholder, creditor, officer, director, principal, agent or entity trustee; PROVIDED, if HOWEVER, that, the foregoing notwithstanding, the Executive knows or reasonably should know that such business, activity, service, person or entity may own, directly or indirectly, competes in solely as an investment, securities of any material manner with publicly-traded person if the Business Executive is not a controlling person of, or (ii) meaningfully assist, help or otherwise support, without the prior express written consent of the Company, any person, business, corporation, partnership or other entity or activity, whether as an employee, consultant, partner, principal, agent, representative, stockholder (other than in the capacity as a stockholder of less than 2% of the combined voting power of the outstanding shares of stock member of a publicly held company) or in any other individual group which controls, corporate or representative capacity, to create, commence or otherwise initiate, or to develop, enhance or otherwise further, any business or activity if such person and the Executive knows or reasonably should know that such business or activity does not, directly or indirectly competes indirectly, own 5% or more of any class of securities of such person. Nothing contained herein shall prevent or prohibit the Executive from engaging in any material manner with the Business. For purposes technology outsourcing, systems integration or facilities management in lines of this Section 6, the term "Business" shall refer to the business of or markets other than those included in the Company as presently conducted or as conducted on the Date of Termination. As of the date of this Agreement, the business of the Company, generally, involves the ownership, operation, billing, collection, maintenance, construction management, servicing and management of entities in the water or wastewater industry and water and wastewater utilities Business.

Appears in 1 contract

Samples: Collegis Inc

Non-Compete. As an inducement for During the Company to enter into this Agreement Term, Executive agrees that during Executive, without the Change prior written permission of Control Payment Period the Parent, Executive shall not, directly or indirectly in any geographic area where the Company currently operates indirectly, (i) engage without enter into the prior express written consent employ of the Company or render any services to any person, engaged in a Competitive Business; or (ii) become associated with or interested in any business or activity, whether Competitive Business as an employee, consultant individual, partner , shareholder, member, creditor, director, officer, principal, agent, representative employee, stockholder (except as a holder of less than 2% of the combined voting power of the outstanding stock of a publicly held company) trustee, consultant, advisor or in any other individual, corporate relationship or representative capacity , . This section 3.3 shall not prevent Executive from owning common stock in a publicly traded corporation which owns or render any services or provide any advice to any business, activity, person or entity, if manages a casino provided Executive knows or reasonably should know that such business, activity, service, person or entity, directly or indirectly, competes in any material manner with the Business, or (ii) meaningfully assist, help or otherwise support, without the prior express written consent of the Company, any person, business, corporation, partnership or other entity or activity, whether as does not take an employee, consultant, partner, principal, agent, representative, stockholder (other than active role in the capacity as a stockholder ownership or management of such corporation and his ownership interest represents less than 2 3% of the combined voting power securities and/or economic value of the outstanding shares of stock of a publicly held company) or in any other individual, corporate or representative capacity, to create, commence or otherwise initiate, or to develop, enhance or otherwise further, any business or activity if Executive knows or reasonably should know that such business or activity, directly or indirectly competes in any material manner with the Business. For purposes of this Section 6, the term "Business" shall refer to the business of the Company as presently conducted or as conducted on the Date of Termination. As of the date of this Agreement, the business of the Company, generally, involves the ownership, operation, billing, collection, maintenance, construction management, servicing and management of entities in the water or wastewater industry and water and wastewater utilities corporation.

Appears in 1 contract

Samples: Separation and Consulting Agreement (Seneca Gaming Corp)

Non-Compete. As an inducement for the Company to enter into this Agreement, Executive agrees that that, during the Change Severance Term, except with the prior written consent of Control Payment Period either the Chairman of the Board or the President of the Company, Executive which will not be unreasonably withheld, he or she shall not, directly or indirectly indirectly, for himself or herself or on behalf of or in conjunction with any geographic area where person, partnership, corporation or other entity, compete, own, operate, control, or participate or engage in the Company currently operates (i) engage without the prior express written consent of the Company ownership, in any business management, operation or activity control of, whether or be connected with as an officer, employee , partner, director, shareholder, representative, consultant, partner independent contractor, principal guarantor, agent, representative, stockholder (except as a holder of less than 2% of the combined voting power of the outstanding stock of a publicly held company) advisor or in any other individual similar capacity or otherwise have a financial interest in, corporate a business organization or representative capacity enterprises that competes with the business of the Company or any of its subsidiaries. For purposes hereof, the Company shall be deemed to be in the business of operating dealerships located in the United States of America or the Commonwealth of Puerto Rico that engage in the retail sale of new or used automobiles or light-duty trucks and businesses ancillary thereto, provided, however, that for any business of Executive to be deemed competitive for purposes hereof, it must be located within a fifty (50) mile radius of any automobile or truck dealership or ancillary business in which the Company (or any subsidiary thereof), directly or indirectly has an ownership interest of 20% or more at the time the competing activities commence, provided, further, however, that where Executive is employed by or becomes a shareholder or partner or member of any business organization that consults for or advises retail automobile dealerships, the employment or the holding of the shareholder, partnership or membership interest shall not be deemed competition unless Executive is or will be personally engaged, or render responsible for, providing advisory or consulting service to entities that compete with the Company or any services of its subsidiaries. During the Severance Period, Executive shall not interfere with or provide disrupt, or attempt to interfere with or disrupt, the relationship, contractual or otherwise, between the Company or any advice of its subsidiaries or their affiliates and any customer, client, supplier, manufacturer, distributor, consultant, independent contractor, employee or landlord of the Company or any of its subsidiaries or their affiliates. Unless otherwise agreed, any request for consent under this provision that is not acted on by the Chairman of the Board or President of the Company within ten (10) calendar days of receipt of the request shall be deemed granted. Notwithstanding anything in this Subsection 3.3 to any business the contrary, activity, person or entity, if Executive knows or reasonably should know that such business, activity, service, person or entity may own, directly or indirectly, competes in any material manner with the Business, or (ii) meaningfully assist, help or otherwise support, without the prior express written consent of the Company, any person, business, corporation, partnership or other entity or activity, whether as an employee, consultant, partner, principal, agent, representative, stockholder (other than in the capacity as a stockholder of less than 2 up to 1% of the combined voting power of the outstanding shares of capital stock of any competitive business having a publicly held company) class of capital stock which is traded on any national stock exchange or in any other individual, corporate or representative capacity, to create, commence or otherwise initiate, or to develop, enhance or otherwise further, any business or activity if Executive knows or reasonably should know that such business or activity, directly or indirectly competes in any material manner with the Business. For purposes of this Section 6, the term "Business" shall refer to the business of the Company as presently conducted or as conducted on the Date of Termination. As of the date of this Agreement, the business of the Company, generally, involves the ownership, operation, billing, collection, maintenance, construction management, servicing and management of entities in the water or wastewater industry and water and wastewater utilities over-the-counter market.

Appears in 1 contract

Samples: United Auto Group Inc

Non-Compete. As an inducement for For a period of three (3) years from the Company to enter into this Agreement last day the Non-Competing Party receives compensation from the Companies, Executive agrees that during the Change of Control Payment Period, Executive Non-Competing Party shall not, directly or indirectly in any geographic area where the Company currently operates indirectly, through an affiliate or otherwise: (i) engage without the prior express written consent of the Company, in any business or activity, be interested (whether as an employee owner, partner, lender, consultant, partner, principal employee, agent, representative supplier, stockholder (except as a holder of less than 2% of the combined voting power of the outstanding stock of a publicly held company) or in any other individual, corporate or representative capacity distributor, or render any services or provide any advice to otherwise) in any business, activity, person or entity enterprise which competes with any aspect of the businesses currently being conducted by any of the Companies (including, if Executive knows or reasonably should know that such business without limitation, activity, service, person or entity, directly or indirectly, competes in any material manner with the Business purchase and sale of, or (ii) meaningfully assist, help or otherwise support, without the prior express written consent of the Company trading in, any person commodities currently purchased, business sold, corporation, partnership or other entity or activity, whether as an employee, consultant, partner, principal, agent, representative, stockholder (other than in traded by the capacity as a stockholder of less than 2% of the combined voting power of the outstanding shares of stock of a publicly held company) Companies or in any other individual, corporate or representative capacity, to create, commence or otherwise initiate, or to develop, enhance or otherwise further, any business or activity if Executive knows or reasonably should know that such business or activity enterprise that, directly or indirectly competes in any material manner with the Business. For purposes of this Section 6, the term "Business" shall refer to the business of the Company as presently conducted or as conducted on the Date of Termination. As of the date of this Agreement, the business is a customer or supplier of any of the Company Companies; (ii) employ, generally or otherwise engage, involves or offer to employ or otherwise engage (except with the ownership prior consent of TOC approved by the Board of Directors of TOC) any person who is then (or was at any time within one year prior to the time of such employment, operation engagement, billing or offer of employment or engagement) an employee, collection sales representative, maintenance or agent of any of the Companies; or (iii) solicit any business from any person or entity that has been a customer or supplier of any of the Companies, construction management or induce or influence any customer, servicing and management supplier, or other person that has a business relationship with any of entities in the water Companies to discontinue or wastewater industry and water and wastewater utilities reduce the extent of such relationship. For purposes of this Agreement, an "affiliate" shall mean, with respect to any party, any individual, corporation, partnership, joint venture, trust, foundation, association, unincorporated organization, or other entity or group which, directly or indirectly, is controlled by, controls, or is under common control with, such party.

Appears in 1 contract

Samples: Non Competition Agreement (Texas Petrochemicals Corp)

Non-Compete. As an inducement for For two years after the Company to enter into this Agreement Separation Date, Executive agrees that during the Change of Control Payment Period, Executive shall not, directly or indirectly in any geographic area where the Company currently operates (i) engage without the prior express written consent of the Company ’s Chief Executive Officer, at any time or for any reason, anywhere in the world, directly or indirectly (i) engage in any business or activity, whether as an employee, consultant, partner, principal, agent, representative, stockholder (except as a holder of less than 2 5% of the combined voting power of the outstanding stock of a publicly held company) or in any other individual, corporate or representative capacity, or render any services or provide any advice to any business, activity, person or entity, if the Executive knows or reasonably should know that such business, activity, service, person or entity, directly or indirectly, competes in any material manner with the Business Company’s business in automated electronic poker tables, or (ii) meaningfully assist, help or otherwise support, without the prior express written consent of the Company, support any person, business, corporation, partnership or other entity or activity, whether as an employee, consultant, partner, principal, agent, representative, stockholder (other than in the capacity as a stockholder of less than 2 5% of the combined voting power of the outstanding shares of stock of a publicly held company) or in any other individual, corporate or representative capacity, to create, commence or otherwise initiate, or to develop, enhance or otherwise further, any business or activity if the Executive knows or reasonably should know that such business business, activity, service, person or activity entity, directly or indirectly indirectly, competes in any material manner with the Business. For purposes of this Section 6, the term "Business" shall refer to the Company’s business of the Company as presently conducted or as conducted on the Date of Termination. As of the date of this Agreement, the business of the Company, generally, involves the ownership, operation, billing, collection, maintenance, construction management, servicing and management of entities in the water or wastewater industry and water and wastewater utilities automated electronic poker tables.

Appears in 1 contract

Samples: Separation Agreement and Release (Lightning Gaming, Inc.)

Non-Compete. As an inducement for In consideration of the Company to enter into agreements of Buyer contained in this Agreement, Executive agrees that during including Buyer's agreement to purchase the Change Assets, for a period of Control Payment Period ten (10) years after the Closing Date, Executive Seller shall not, directly or indirectly in any geographic area where the Company currently operates (i) engage without the prior express written consent of the Company, in any business or activity, whether as an employee, consultant, partner, principal, agent, representative, stockholder not (except as a holder of less than 2% of the combined voting power of the outstanding stock of a publicly held company) or in any other individual, corporate or representative capacity, or render any services or provide any advice to any business, activity, person or entity, if Executive knows or reasonably should know that such business, activity, service, person or entity otherwise specifically permitted herein), directly or indirectly, competes for its own accounts, or as a partner, member, employee, advisor or agent of any partnership or joint venture, or as a trustee, officer, director, shareholder, employee, advisor or agent of any corporation, trust, or other business organization or entity, own, manage, join, participate in, encourage, support, finance, be engaged in, have an interest in, give financial assistance or advice to, permit the respective names to be used in connection with or be concerned in any material manner with the Business, or (ii) meaningfully assist, help or otherwise support, without the prior express written consent of the Company, any person, business, corporation, partnership or other entity or activity, whether as an employee, consultant, partner, principal, agent, representative, stockholder (other than way in the capacity as a stockholder of less than 2% of the combined voting power of the outstanding shares of stock of a publicly held company) or in any other individual, corporate or representative capacity, to create, commence or otherwise initiate, or to develop, enhance or otherwise further, any business or activity if Executive knows or reasonably should know that such business or activity, directly or indirectly competes in any material manner with the Business. For purposes of this Section 6, the term "Business" shall refer to the business of the Company as presently conducted or as conducted on the Date of Termination. As of the date of this Agreement, the business of the Company, generally, involves the ownership, operation, billing, collection, maintenance, construction management, servicing and management of entities operation or control of, or be connected in any manner with any business which is or may be engaged in the water computer software licensing, computer software development or wastewater industry computer software consulting or systems integration businesses, or any business related to any of the foregoing, anywhere in the world. Seller acknowledges and water agrees that the current market for the Software Programs extends throughout the world and wastewater utilities it is therefore reasonable to prohibit Seller each from competing with Buyer anywhere in the world.

Appears in 1 contract

Samples: Asset Purchase Agreement (Information Management Associates Inc)

Non-Compete. As an inducement for the Company to enter into this Agreement Until July 29, Executive agrees that during the Change of Control Payment Period 2001, Executive Romanov shall not, directly or indirectly in any geographic area where the Company currently operates (i) engage without the prior express written consent of except with the Company , in any business or activity, whether as an employee, consultant, partner, principal, agent, representative, stockholder (except as a holder of less than 2% of the combined voting power of the outstanding stock of a publicly held company) or in any other individual, corporate or representative capacity, or render any services or provide any advice to any business, activity, person or entity, if Executive knows or reasonably should know that such business, activity, service, person or entity 's prior written consent, directly or indirectly, competes in any material capacity, for the benefit of any person or entity (a) communicate with or solicit any person or entity who is or during such period becomes a customer, supplier, employee, salesman, agent or representative of the Company or the Operating Partnership or any of their subsidiaries, in any manner which interferes or might interfere with such person's or entity's relationship with the Business Company, the Operating Partnership, and their subsidiaries, or in an effort to obtain such person or entity as customer, supplier, employee, salesman, agent, or representative of any business in competition with the Company, the Operating Partnership or any of their subsidiaries within 100 miles of any office or facility owned, leased or operated by the Company, the Operating Partnership or any of their subsidiaries, or ( ii b) meaningfully assist establish, help engage, own, manage, operate, join or otherwise support control, without or participate in the prior express written consent establishment, ownership (other than as the owner of less than 1% of the stock of a corporation whose shares are publicly traded), management, operation or control of, or be a director, trustee, officer, employee, salesman, agent or representative of, or be a consultant to, any person or entity in any business in competition with the Company, the Operating Partnership or any of their subsidiaries, at any location within 100 miles of any office or facility owned, leased or operated by the Company, the Operating Partnership or any of their subsidiaries, or act or conduct himself in any manner which would reasonably be expected to be inimical or contrary to the best interests of the Company, the Operating Partnership or any person, business, corporation, partnership or other entity or activity, whether as an employee, consultant, partner, principal, agent, representative, stockholder (other than of their subsidiaries. Nothing in the capacity as a stockholder of less than 2% of the combined voting power of the outstanding shares of stock of a publicly held company) or in any other individual, corporate or representative capacity, to create, commence or otherwise initiate, or to develop, enhance or otherwise further, any business or activity if Executive knows or reasonably should know that such business or activity, directly or indirectly competes in any material manner with the Business. For purposes of this Section 6, the term "Business" 23 shall refer to the business of the Company as presently conducted limit or as conducted on the Date of Termination. As of the date of this Agreement, the business of the Company, generally, involves the ownership, operation, billing, collection, maintenance, construction management, servicing and management of entities in the water or wastewater industry and water and wastewater utilities preclude Romanov from hiring Susi Juckas.

Appears in 1 contract

Samples: Second Amended and Restated Agreement (Eldertrust)