Non-Competition and Other Conduct Sample Clauses

Non-Competition and Other Conduct. Executive acknowledges and agrees that under the terms and the provisions of this Agreement, and in consideration for compliance with the terms, conditions and covenants hereunder, he/she will receive benefits from EDS that would not otherwise be available to him/her, and that such benefits are substantial and material. Executive further acknowledges and agrees that in the course of his/her employment with EDS he/she has been entrusted with, and been privy to, sensitive, privileged and confidential EDS Information, and as an executive of EDS has participated in the legal affairs, management, strategic planning and development of the business and services of EDS, the analysis of the needs and requirements of EDS' customers, and other similar matters that, if discussed, communicated, or disclosed to third parties or used in competition with EDS, would be highly detrimental to EDS. In addition, Executive has been entrusted with, and has obtained, other EDS Information. Accordingly, Executive agrees to the following provisions and covenants:
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Non-Competition and Other Conduct. Executive acknowledges and agrees that under the terms and the provisions of this Agreement, and in consideration for compliance with the terms, conditions and covenants hereunder, he/she will receive benefits from UGS that would not otherwise be available to him/her, and that such benefits are substantial and material. Executive further acknowledges and agrees that in the course of his/her employment with UGS he/she has been entrusted with, and been privy to, sensitive, privileged and confidential UGS Information, and as an executive of UGS has participated in the legal affairs, management, strategic planning and development of the business and services of UGS, the analysis of the needs and requirements of UGS’ customers, and other similar matters that, if discussed, communicated, or disclosed to third parties or used in competition with UGS, would be highly detrimental to UGS. In addition, Executive has been entrusted with, and has obtained, other UGS Information. Accordingly, Executive agrees to the following provisions and covenants:
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Non-Competition and Other Conduct. Executive acknowledges and agrees that under the terms and the provisions of this Agreement, and in consideration for compliance with the terms, conditions and covenants hereunder, he will receive cash and stock benefits from the Company, and that such benefits are substantial and material and that he is not otherwise entitled to such stock and cash benefits. Executive further acknowledges and agrees that in the course of his employment with the Company he has been entrusted with, and been privy to, sensitive, privileged and confidential Company Information, and as an executive of the Company has participated in the legal affairs, management, strategic planning and development of the business and services of the Company, the analysis of the needs and requirements of the Company's customers, and other similar matters that, if discussed, communicated, or disclosed to third parties or used in competition with the Company, would be highly detrimental to the Company. In addition, Executive has been entrusted with, and has obtained, other Company Information. Accordingly, Executive agrees to the following provisions and covenants:
Sample 1
Non-Competition and Other Conduct. Executive acknowledges and agrees that --------------------------------- under the terms and the provisions of this Agreement, and in consideration for compliance with the terms, conditions and covenants hereunder, he will receive benefits from Unigraphics that would not otherwise be available to him, and that such benefits are substantial and material. Executive further acknowledges and agrees that in the course of his employment with Unigraphics he has been entrusted with, and been privy to, sensitive, privileged and confidential Unigraphics Information, and as an executive of Unigraphics has participated in the legal affairs, management, strategic planning and development of the business and services of Unigraphics, the analysis of the needs and requirements of Unigraphics' customers, and other similar matters that, if discussed, communicated, or disclosed to third parties or used in competition with Unigraphics, would be highly detrimental to Unigraphics. In addition, Executive has been entrusted with, and has obtained, other Unigraphics Information. Accordingly, Executive agrees to the following provisions and covenants:
Sample 1
Non-Competition and Other Conduct. If Employee's employment with the ---------------------------------- Company is terminated for Cause or Employee voluntarily terminates Employee's employment other than for Good Reason or pursuant to a Special Event Resignation, Employee agrees not to, for a period of three years following Employee's termination of employment, directly or indirectly, including through one or more affiliates, conduct or participate anywhere in the world where A.T. Xxxxxxx conducts business as of the date of such termination of employment, in: a Management Consulting; or b Hiring, attempting to hire or assisting any other person in hiring or attempting to hire, or inducing to leave the employ of EDS, any employee or officer of EDS, any person who was a EDS or Kearney employee or officer within the six-month period prior to the termination of Employee's employment, or any contractor of EDS who performed services for EDS in the six-month period prior to the termination of Employee's employment. Employee agrees that if Employee acts in violation of this Paragraph, the number of days Employee is in such violation will be added to any periods of limitation on Employee's activities specified herein. If (and only if) EDS elects to discontinue all of its Management Consulting operations as an entirety and after making such election does not sell, transfer or otherwise convey any of the assets or liabilities of such Management Consulting operations to any other party (other than any furniture, fixtures and equipment which will not be used by such party in the conduct of a Management Consulting business), this Paragraph 8 shall be of no further force and effect from and after the date such Management Consulting operations completely cease.
Sample 1

Related to Non-Competition and Other Conduct

  • Covenants and Other Agreements Purchaser shall have performed its covenants and agreements herein on or prior to the Closing Date in all material respects.

  • Vacation and Other Leave During the Period of Employment, the Executive shall accrue and be entitled to take paid vacation in accordance with the Company’s vacation policies in effect from time to time, including the Company’s policies regarding vacation accruals; provided that the Executive’s rate of vacation accrual during the Period of Employment shall be no less than three (3) weeks per year. The Executive shall also be entitled to all other holiday and leave pay generally available to other executives of the Company.

  • Financial and Other Covenants Borrower shall at all times comply with the financial and other covenants set forth in the Schedule.

  • Executive and Other Committees The Trustees by vote of a majority of all the Trustees may elect from their own number an Executive Committee to consist of not less than two members to hold office at the pleasure of the Trustees, which shall have the power to conduct the current and ordinary business of the Trust while the Trustees are not in session, including the purchase and sale of securities and the designation of securities to be delivered upon redemption of Shares of the Trust or a Series thereof, and such other powers of the Trustees as the Trustees may delegate to them, from time to time, except those powers which by law, the Declaration of Trust or these By-Laws they are prohibited from delegating. The Trustees may also elect from their own number other Committees from time to time; the number composing such Committees, the powers conferred upon the same (subject to the same limitations as with respect to the Executive Committee) and the term of membership on such Committees to be determined by the Trustees. The Trustees may designate a Chairman of any such Committee. In the absence of such designation the Committee may elect its own Chairman.

  • Solicitation of Employees, Consultants and Other Parties I agree that during the term of my Relationship with the Company, and for a period of twenty-four months immediately following the termination of my Relationship with the Company for any reason, whether with or without cause, I shall not either directly or indirectly solicit, induce, recruit or encourage any of the Company’s employees or consultants to terminate their relationship with the Company, or attempt to solicit, induce, recruit, encourage or take away employees or consultants of the Company, either for myself or for any other person or entity. Further, during my Relationship with the Company and at any time following termination of my Relationship with the Company for any reason, with or without cause, I shall not use any information rising to the level of a trade secret of the Company: (i) to attempt to negatively influence any of the Company’s clients or customers from purchasing Company products or services; (ii) to solicit or influence or attempt to influence any client, customer or other person either directly or indirectly; or, (iii) to direct any of the Company’s clients or customers to purchase products and/or services – from any person, firm, corporation, institution or other entity in competition with the business of the Company.

  • Voting and Other Rights (a) Only those Record Holders of Voting Shares on the Record Date set pursuant to Section 7.3 shall be entitled to notice of, and to vote at, a meeting of Members or to act with respect to matters as to which the holders of the Voting Shares have the right to vote or to act. All references in this Agreement to votes of, or other acts that may be taken by, the Voting Shares shall be deemed to be references to the votes or acts of the Record Holders of such Voting Shares on such Record Date.

  • Vacation and Other Benefits Each Contract Year, Executive shall be entitled to four (4) weeks of paid vacation in accordance with Employer’s applicable policies and procedures for executive-level employees. Executive shall also be eligible to participate in and receive the fringe benefits generally made available to other executive-level employees of Employer in accordance with and to the extent that Executive is eligible under the general provisions of Employer’s fringe benefit plans or programs; provided, however, that Executive understands that these benefits may be increased, changed, eliminated or added from time to time during the Term as determined in Employer’s sole and absolute discretion.

  • Non-Discrimination and Other Requirements A. Section 504 applies only to Contractor who are providing services to members of the public. Contractor shall comply with § 504 of the Rehabilitation Act of 1973, which provides that no otherwise qualified handicapped individual shall, solely by reason of a disability, be excluded from the participation in, be denied the benefits of, or be subjected to discrimination in the performance of this Agreement.

  • Labor and Other Employment Matters (a) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (i) no work stoppage, slowdown, lockout, labor strike, material arbitration or other material labor dispute against the Company or any of its Subsidiaries by employees is pending or threatened, (ii) neither the Company nor any of its Subsidiaries is delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it or amounts required to be reimbursed to such employees, (iii) the Company and each of its Subsidiaries are in compliance with all applicable Laws respecting labor, employment, fair employment practices, terms and conditions of employment, immigration, workers’ compensation, occupational safety, plant closings, and wage and hours, (iv) the Company and each of its Subsidiaries has withheld all amounts required by Law or by agreement to be withheld from the wages, salaries, and other payments to employees and is not liable for any arrears of wages or any Taxes or any penalty for failure to comply with any of the foregoing, (v) neither the Company nor any of its Subsidiaries is liable for any payment to any trust or other fund or to any Governmental Entity, with respect to unemployment compensation benefits, social security or other benefits or obligations for employees (other than routine payments to be made in the ordinary course of business consistent with past practice), (vi) there are no material pending claims against the Company or any of its Subsidiaries under any workers’ compensation plan or policy or for long term disability and (vii) there are no material controversies pending or, to the knowledge of the Company, threatened (including threatened lawsuits or claims), between the Company or any of its Subsidiaries and any of their respective current or former employees, which controversies have or could reasonably be expected to result in an action, suit, proceeding, claim, arbitration or investigation before any Governmental Entity. To the Company’s knowledge, as of the date hereof, no employees of the Company or any of its Subsidiaries are in any material respect in violation of any term of any employment Contract, non-disclosure agreement, noncompetition agreement, or any restrictive covenant to a former employer relating to the right of any such employee to be employed by the Company or any of its Subsidiaries because of the nature of the business conducted or presently proposed to be conducted by the Company or such Subsidiary or to the use of trade secrets or proprietary information of others. As of the date hereof, no employee of the Company or any of its Subsidiaries, at the officer level or above, has given notice to the Company or any of its Subsidiaries that any such employee intends to terminate his or her employment with the Company or any of its Subsidiaries.

  • Litigation and Other Controversies There is no litigation or governmental or arbitration proceeding or labor controversy pending, nor to the knowledge of the Borrower threatened, against the Borrower or any Subsidiary or any of their Property which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

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