Non-Competition Sample Clauses

Non-Competition. Executive hereby acknowledges and agrees that, during the course of employment, in addition to Executive’s access to Confidential Information, Executive has become, and will become, familiar with and involved in all aspects of the business and operations of the Bank Entities. Executive hereby covenants and agrees that during the Term until the later to occur of the date one (1) year after the Termination Date, or the Expiration Date (the “Restricted Period”), Executive will not at any time (except for the Bank Entities), directly or indirectly, in any capacity (whether as a proprietor, owner, agent, officer, director, shareholder, organizer, partner, principal, manager, member, employee, contractor, consultant or otherwise): (a) provide any advice, assistance or services of the kind or nature which he provided to any of the Bank Entities or relating to business activities of the type engaged in by any of the Bank Entities within the preceding two years, to any Person who owns or operates a Competitive Business or to any Person that is attempting to initiate or acquire a Competitive Business (in either case, a “Competitor”) if (i) such Competitor operates, or is planning to operate, any office, branch or other facility (in any case, a “Branch”) that is (or is proposed to be) located within a fifty (50) mile radius of the Bank’s headquarters or any Branch of the Bank Entities and (ii) such Branch competes or will compete with the products or services offered or planned to be offered by the Bank Entities during the Restricted Period; or (b) sell or solicit sales of Competitive Products to Persons within such 50 mile radius, or assist any Competitor in such sales activities. Notwithstanding any provision hereof to the contrary, this Section 8.5 does not restrict Executive’s right to (i) own securities of any Entity that files periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended; provided that Executive’s total ownership constitutes less than two percent (2%) of the outstanding securities of such company and that such ownership does not does not violate: (A) the Code of Conduct or any other policy of the Bank, including any policy related to inside information; (B) any applicable securities law; or (C) any applicable standstill or other similar contractual obligation of the Bank. The parties have also entered into that certain Non-Compete Agreement as of even date herewith (the...

Non-Competition. (a) During the Employment Term and for a period of one (1) year after the Termination Date (the "Restricted Period"), the Executive shall not directly or indirectly, for his own account or for the account of others, serve as an officer, director, stockholder, owner, partner, employee, promoter, consultant, advisor, manager or otherwise participate in the promotion, financing, ownership, operation, or management of, or assist in or carry on through a proprietorship, corporation, partnership or other form of business entity or otherwise that intends to compete against the Company or any of its affiliates or customers. Nothing in this Section 6 shall prohibit the Executive from acquiring or holding any issue of stock or securities of any Person that has any securities registered under Section 12 of the Exchange Act, listed on a national securities exchange or quoted on the automated quotation system of the National Association of Securities Dealers, Inc. so long as the Executive is not deemed to be an "affiliate" of such Person as such term is used in paragraphs (c) and (d) of Rule 145 under the Securities Act and the Executive, members of his immediate family, or persons under his control do not own or hold more than five percent (5%) of any voting securities of any such Person. (b) During the Restricted Period, the Executive shall not, whether for his own account or for the account of any other person (excluding the Company): (i) solicit or contact in an effort to do business with any person who was a customer or a potential customer of the Company during the term of this Agreement, or any affiliate of any such person, if such solicitation or contact is for the purpose of competition with the Company; (ii) solicit or induce any of the Company's employees to leave their employment with the Company or accept employment with anyone except the Company; or (iii) interfere in a similar manner with the business of the Company. Nothing herein shall prohibit or preclude the Executive from performing any other types of services that are not precluded by Section 6 (a) for any other Person. (c) The Executive has carefully read and considered the provisions of this Section 6 and, having done so, agrees that the restrictions set forth in this Section 6 (including the Restricted Period, scope of activity to be restrained and the geographical scope) are fair and reasonable and are reasonably required for the protection of the interests of the Company, its officers, directo...

Non-Competition. By and in consideration of the Company’s entering into this Employment Agreement and the payments to be made and benefits to be provided by the Company hereunder, and in further consideration of the Executive’s exposure to the Confidential Information of the Company and its affiliates, the Executive agrees that the Executive shall not, during the Executive’s employment with the Company (whether during the Term or thereafter) and for a period of twelve (12) months thereafter (the “Restriction Period”), directly or indirectly, own, manage, operate, join, control, be employed by, or participate in the ownership, management, operation or control of, or be connected in any manner with, including, without limitation, holding any position as a stockholder, director, officer, consultant, independent contractor, employee, partner, or investor in, any Restricted Enterprise (as defined below); provided, that in no event shall ownership of one percent (1%) or less of the outstanding securities of any class of any issuer whose securities are registered under the Securities Exchange Act of 1934, as amended, standing alone, be prohibited by this Section 4.2, so long as the Executive does not have, or exercise, any rights to manage or operate the business of such issuer other than rights as a stockholder thereof. For purposes of this paragraph, “Restricted Enterprise” shall mean any Person that is actively engaged in any business which is either (i) in competition with the business of the Company or any of its Subsidiaries conducted during the preceding twelve (12) months (or following the Executive’s termination of employment, the twelve (12) months preceding the date of termination of the Executive’s employment with the Company) or (ii) proposed to be conducted by the Company or any of its Subsidiaries in the Company’s business plan as in effect at that time (or following the Executive’s termination of employment, the business plan as in effect as of the date of termination of the Executive’s employment with the Company); provided, that (x) with respect to any Person that is actively engaged in the refinery business, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which the Company or any of its Subsidiaries operates or markets with respect to its refinery business and (y) with respect to any Person that is actively engaged in the fertilizer business, a Restricted Enterprise shall only include such a Person tha...

Non-Competition. During the Restricted Period, the Employee shall not (and shall cause the Employee’s controlled affiliates not to) directly or indirectly (including through the Employee’s respective controlled affiliates or otherwise, including as a director, officer, equityholder, partner, consultant, employer, employee, proprietor, principal, agent, manager, franchisee, franchisor, distributor, advisor, consultant, lender, representative or otherwise), either for the Employee or for any other Person in the Restricted Territory, (a) perform duties, carry out activities, provide services, or otherwise engage in, for the Employee’s own benefit or for the benefit of any third party, any Competing Business in the Restricted Territory (i) in a position or capacity that is the same or substantially similar to the position the Employee held at, or the capacity in which the Employee performed duties for, the Company, or (ii) in a position or capacity in which the Employee is likely to use or disclose the Company’s confidential information or trade secrets to or on behalf of such Competing Business, (b) otherwise own, manage, operate, control, advise, or participate in the ownership, management, operation or control of, or be connected in any manner with (where such connection is competitive with the business of the Company), any Competing Business, or (c) acquire (through merger, stock purchase or purchase of all or substantially all of the assets or otherwise) the ownership of, or any equity interest in, any Person if the annual revenues of such Person from a Competing Business (or Competing Businesses) are more than five percent (5%), individually or in the aggregate, of such Person’s or entity’s total consolidated annual sales (based on the most recent full fiscal year revenues of such person or entity). Notwithstanding the foregoing, if the Employee holds a passive investment representing no more than two percent (2%) of the issued and outstanding shares in a company listed on a recognized exchange that operates, in whole or in part, directly or indirectly as a Competing Business, this shall not constitute a breach of this Section 7.2.

Non-Competition. (i) Except as set forth on Schedule 9.4, during the Non-Compete Period, the Sellers Parties will not, and will cause their respective Affiliates not to, directly or indirectly, (A) enter into, engage in, consult, manage or otherwise participate in the operation of any business that competes with the Business (as currently conducted as of the Closing Date) within the Restricted Territory, (B) solicit Clients, Prospective Clients, business, patronage or orders for, or sell, any products or services in competition with, or for any business, wherever located, that competes with the Business within the Restricted Territory; (C) divert, entice or otherwise take away any Clients, Prospective Clients, business, patronage or orders of the Business (as currently conducted as of the Closing Date) within the Restricted Territory, or attempt to do so; or (D) promote or assist, financially or otherwise, any Person engaged in any business within the Restricted Territory that competes with the Business (as currently conducted as of the Closing Date). Nothing contained in this Section 9.4 will prohibit the Shareholders from acquiring or holding at any one time a passive investment of less than 5% of the outstanding shares of capital stock of any publicly traded corporation that may compete with Buyers within the Restricted Territory. For the purposes of this Section 9.4, the “Seller” will also include any and all of its direct and indirect subsidiaries, parents, Affiliates, or related companies of Sellers from time to time. (ii) Seller Parties will be released from the restrictions set forth in this Section 9.4(a) if at any time during the Non-Compete Period Buyers withdraw from or wind up or publicly announce that they are, or will be, withdrawing from or winding up all of the material lines of business performed in the Leadership Consulting Business of Buyers. (iii) A Continuing Shareholder will be released from the restrictions set forth in this Section 9.4(a) to the extent (but only to the extent) such Shareholder is terminated without Cause (as defined in such Shareholder’s employment agreement with Buyers or their Affiliates) or resigns for Good Reason (as defined in such Shareholder’s employment agreement with Buyer or their Affiliates) and, at the time of such termination or resignation, no other partners of Buyers or their Affiliates offer services of the same nature.

Non-Competition. (a) The Employee agrees that from and after the date hereof and ending on the third anniversary of the termination date of the Employee’s employment hereunder he will not, directly or indirectly, engage in or be concerned with or interested in, advise, lend money to, guarantee the debts or obligations of, or permit his name or any part thereof to be used or employed by, any business (whether as a proprietor, partner, joint venturer, employer, agent, employee, consultant, officer, beneficial or record owner (other than as a passive investor owning less than a 2% interest in a publicly held company )) which is competitive in any respect with any of the businesses of the Company and its subsidiaries as conducted as of the date the Employee’s employment is terminated hereunder or which is, directly or indirectly, engaged in the design, development, production, marketing or distribution of products of the nature designed, developed, produced marketed or distributed by the Company or any of its subsidiaries as of the date of the Employee’s employment is terminated hereunder. In the event that this agreement is assigned to any entity other than a subsidiary of the Company, this non-competition clause shall refer to the businesses of the Company and its subsidiaries and not those of the assignee as of the date of any such assignment. (b) If any of the foregoing provisions relating to the duration, business or geographic scope of this covenant shall be held to be more restrictive than permitted by the law of the jurisdiction in which the Company seeks enforcement thereof by the final determination of a court of competent jurisdiction, and all appeals therefrom shall have failed or the time for such appeals shall have expired, such provision, shall be limited to the extent permitted by law. (c) It is agreed that it would be impossible to fully compensate the Company for damages for breach of the obligations of the Employee hereunder. Accordingly, the Employee and the Company specifically agree that the company and any of its affiliates or successors shall be entitled to temporary and permanent injunctive relief to enforce such obligations and that such relief may be granted without the necessity of proving actual damages.

Non-Competition. During the Non-Competition Period, Executive shall not, without the prior written consent of Vishay expressly authorized by the Board of Directors, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any manner, including as an officer, director, employee, independent contractor, subcontractor, stockholder, member, manager, partner, principal, consultant, advisor, agent, proprietor, trustee or investor, any Competing Business; provided, however, that nothing in this Agreement shall prevent Executive from (a) owning five percent (5%) or less of the stock or other securities of a publicly held corporation, so long as Executive does not in fact have the power to control, or direct the management of, and is not otherwise associated with, such corporation, or (b) performing services for an investment bank, investment advisor or investment fund that may, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any manner, any Competing Business, provided that Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with such Competing Business. Notwithstanding the foregoing, if a company has separate divisions or subsidiaries, some of which conduct a Competing Business and some of which conduct other businesses which are not Competing Businesses, then the restrictions imposed hereunder with respect to Competing Businesses shall apply only to the divisions or subsidiaries of such company that conduct the Competing Businesses, provided that (x) Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business of the same company, and (y) Executive obtains the prior written consent of Vishay expressly authorized by the Board of Directors, which consent shall not be unreasonably withheld.

Non-Competition. 7.1 The Employer and Employee agree that in consideration of the transaction giving rise to this agreement and the Employment provided hereunder, the Employee shall not, during the term of this agreement, or 5 years from the date on which the Employee ceases to be employed by the Employer ("Post- Termination Non-Competition Period") alone or in partnership with any other person, firm or corporation, as principal, agent, shareholder or in any other manner, carry on or be engaged in or concerned with or interested in, directly or indirectly, or advise, be employed by, or permit his name or any part thereof to be used by any person, firm or corporation engaged in or interested in any enterprise which is competitive to the Employer's business, solicit or attempt to solicit the business of any customer of the Employer who has been a customer of the Employer at any time in the thirty- six months preceding the date of termination or expiry of this agreement, or request or influence any employee of the Employer to terminate his employment. The Employee acknowledges and confirms that the scope of this covenant is in all respects no more than reasonable to protect the Employer. 7.2 The Employee acknowledges, agrees, and understands that, without prejudice to any and all remedies available to the Employer, an injunction is the only effective remedy for any breach of the Employee's covenants under paragraph 6.1 and that the Employer would suffer irreparable harm and injury in the event of any such breach. Accordingly, the Employee hereby agrees that the Employer may apply for and have injunctive relief, including an interim or interlocutory injunction, in any court of competent jurisdiction, to enforce any of the provisions of paragraph 6.1 upon the breach or threatened breach thereof. The Employee further agrees that the Employer may apply for and is entitled to said injunctive relief without having to prove damages, and is entitled to all costs and expenses, including reasonable legal costs. 7.3 The Employee understands and agrees that the restrictions and covenants contained in paragraph 6.1 constitute a material inducement to the Employer to enter into this agreement and to employ the Employee, and that the Employer would not enter into this agreement absent such inducement. The Employee agrees that the restrictions and covenants contained in this paragraph shall be construed independent of any other provisions of this agreement, and the existence of any claim or ...

Non-Competition. (a) Executive agrees that during the Term of Employment and during the one (1) year period immediately following the Termination Date (the “Non-Competitive Period”), Executive shall not, directly or indirectly, as owner, partner, joint venturer, stockholder, employee, broker, agent, principal, trustee, corporate officer, director, licensor, or in any capacity whatsoever, engage in, become financially interested in, be employed by, render any consultation or business advice with respect to, accept any competitive business on behalf of, or have any connection with any business which is competitive with products or services of the Company or any subsidiaries and affiliates, in any geographic area in which the Company or any of its subsidiaries or affiliates are then conducting or proposing to conduct business, including, without limitation, the United States of America and its possessions, Canada and Europe; provided, however, that Executive may own any securities of any corporation which is engaged in such business and is publicly owned and traded but in an amount not to exceed at any one time one percent (1%) of any class of stock or securities of such corporation. In addition, Executive shall not, during the Non-Competitive Period, directly or indirectly, request or cause any suppliers or customers with whom the Company or any of its subsidiaries or affiliates has a business relationship to cancel or terminate any such business relationship with the Company or any of its subsidiaries or affiliates or otherwise compromise the Company’s good will or solicit, hire, interfere with or entice from the Company or any of its subsidiaries or affiliates any employee (or former employee who has been separated from service for less than 12 months) of the Company or any of its subsidiaries or affiliates. (b) If any portion of the restrictions set forth in this paragraph 10 should, for any reason whatsoever, be declared invalid by a court of competent jurisdiction, the validity or enforceability of the remainder of such restrictions shall not thereby be adversely affected. For the purposes of this paragraph 10, a business competitive with the products and services of the Company (or such subsidiaries and affiliates) is limited to a specialty retailer which primarily distributes, sells or markets so-called “big and tall” apparel of any kind for men or which utilizes the “big and tall” retail or wholesale marketing concept as part of its business. (c) Executive acknowledg...