Noncompetition Sample Clauses
A Noncompetition clause restricts one party, typically an employee or contractor, from engaging in business activities that directly compete with the employer or contracting party for a specified period and within a defined geographic area after the relationship ends. This clause may prohibit the individual from working for competitors, starting a similar business, or soliciting the employer’s clients. Its core function is to protect the business’s confidential information, customer relationships, and market position by preventing unfair competition after the working relationship concludes.
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Noncompetition. During the Term and for a period of 12 months following the termination of the Executive’s employment (the “Restricted Period”), the Executive shall not, anywhere in the United States, directly or indirectly, whether as a principal, partner, member, employee, independent contractor, consultant, shareholder or otherwise, provide services to (i) any entity (or any division, unit or other segment of any entity) whose principal business is to originate, or provide management services in connection with the origination of, mortgage loans to, or the purchase of real estate from, and the lease of such real estate back to, the owners and/or operators of, single-tenant retail, distribution, storage, industrial or service companies in the United States, including but not limited to automotive dealers, automotive parts and services stores, bank branches, convenience stores, car washes, department stores, discount stores, drug stores, universities/other education campuses, health clubs/gyms, travel plazas, movie theatres, restaurants, medical facilities and supermarkets, or (ii) any other business or in respect of any other endeavor that is competitive with or similar to any other business activity (x) engaged in by the Company or any of its subsidiaries prior to the date of the Executive’s termination of employment or (y) that has been submitted to the Board (or a committee thereof) for consideration and that is under active consideration by the Board (or a committee thereof) as of the date of the Executive’s termination of employment. Nothing in this Section 11 shall prohibit the Executive from making any passive investment in a public company, from owning 5% or less of the issued and outstanding voting securities of any entity, or from serving as a non-employee, independent director of a company that does not compete with the Company or any of its affiliates (as described in this Section 11(b)), provided that such activities do not create a conflict of interest with Executive’s employment by the Company or result in the Executive being obligated or required to devote any managerial efforts. Notwithstanding anything in this Section 11(b) to the contrary, if (i) the Executive’s employment is terminated under circumstances that the Company asserts do not obligate the Company to make the Severance Payment described in Section 8(a) (e.g., the Company asserts that the Executive’s employment is terminated for Cause), (ii) the Executive disagrees and timely invokes the arb...
Noncompetition. From and after the Closing, in consideration of the mutual covenants provided for herein but subject to the limitations set forth in the last sentence of this Section 8X, during the period beginning on the Closing Date and ending on the earlier of the third anniversary of the Closing Date and, with respect to any Restricted Person, the date that a person or group of related persons (other than Madison Dearborn Capital Partners IV, L.P. or an Affiliate thereof) owns or acquires (directly or indirectly) equity securities of such Restricted Person that represent more than 50% of the ordinary voting power entitled to vote in the election of such Restricted Person’s board of directors or managers (as applicable), Seller shall not, and shall cause its Subsidiaries (each a “Restricted Person” and, collectively, the “Restricted Persons”) not to, directly or indirectly, build and operate any greenfield plants for the production of uncoated free sheet paper or corrugated container board, anywhere within the United States; provided that no Restricted Person shall be deemed to be taking an action in violation of this Section 8X by virtue of its or their (w) engaging in Seller’s Other Businesses or activities reasonably related thereto, (x) ownership of Buyer Common Stock as a result of the Purchase and Sale Transaction, (y) ownership of less than 5% of the outstanding stock of any publicly-traded corporation, or (z) acquisition of any Person (whether by asset purchase, stock purchase, merger or otherwise) engaged in a business that competes with the Business. The parties hereto agree that the covenant set forth in Section 8X is reasonable with respect to its duration, geographical area and scope. If the final judgment of a court of competent jurisdiction declares that any term or provision of Section 8X is invalid or unenforceable, the parties agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified after the expiration of the time within which the judgment may be appealed.
Noncompetition. Upon a Change of Control, any agreement by Executive not to engage in competition with the Company subsequent to the termination of his employment, whether contained in an employment agreement or other agreement, shall no longer be effective.
Noncompetition. (a) Seller agrees that for a period of five (5) years following the Closing Date (the “Restricted Period”), neither it nor any of its Affiliates shall engage or participate, either directly or indirectly, as a principal or for its own account, solely or jointly with others, or as the holder of any debt interest, voting stock, capital stock or other equity interest of any Person or through any profit participation or other similar interest, in the Restricted Activities anywhere in the world; provided that nothing herein shall prohibit (i) the acquisition by Seller or any of its Affiliates of a diversified business having not more than ten percent (10)% of its sales (based on its latest annual financial statements), in the aggregate, attributable to any business or businesses that competes with the Business, (ii) the acquisition, holding of investments or direct or indirect ownership by Seller or any of its Affiliates of any voting stock, capital stock or other equity interest of any Person engaged in a business that competes with the Business, so long as such ownership interest represents not more than ten percent (10)% of the aggregate voting power or outstanding capital stock or other equity interests of such Person, (iii) the manufacture, marketing, sale or distribution by Seller or any of its Affiliates of end-products containing motors or (iv) the manufacture, marketing, sale or distribution by Seller or any of its Affiliates of motors to be used as a component of end-products containing motors used in the Water Products Business.
(b) Notwithstanding anything to the contrary contained in this Section 5.16, neither Seller nor any of its Affiliates shall be deemed to have violated the restrictions contained in Section 5.16(a) in the event that Seller or any of its Affiliates invest in or acquire all or a majority of the equity interests or assets of any Person engaged in a diversified business having not more than twenty five percent (25)% of its sales (based on its latest annual financial statements), in the aggregate, attributable to any business or businesses that is engaged in any Restricted Activity; provided that Seller or any of its Affiliates thereafter cease such Restricted Activity or divest that portion of the business that constitutes such Restricted Activity within twelve (12) months from the date of purchase of such Person so as to be in compliance with Section 5.16(a).
Noncompetition. The Employee acknowledges that (i) the Employee performs services of a unique nature for the Company that are irreplaceable, and that the Employee’s performance of such services to a competing business will result in irreparable harm to the Company, (ii) the Employee has had and will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its affiliates, (iii) in the course of the Employee’s employment by a competitor, the Employee would inevitably use or disclose such Confidential Information, (iv) the Company and its affiliates have substantial relationships with their customers and the Employee has had and will continue to have access to these customers, (v) the Employee has received and will receive specialized training from the Company and its affiliates, and (vi) the Employee is expected to generate goodwill for the Company and its affiliates in the course of the Employee’s employment. Accordingly, during the Employee’s employment and for a period of one (1) year thereafter, the Employee agrees that the Employee will not, whether on the Employee’s own behalf or on behalf or in conjunction with any person, firm, partnership, joint venture, association corporation or other business organization, directly or indirectly, own, manage, operate, control, invest in, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services, including, without limitation, brokerage or advisory services, to any person, firm, corporation or other entity, in whatever form, engaged in the business of acquiring, owning, leasing and/or financing healthcare properties (the “Business”) or in any other business in which the Company or any of its affiliates is engaged on the termination date or in which they have planned, on or prior to such date, to be engaged in on or after such date within the Restricted Territory (defined below). Notwithstanding the foregoing, nothing herein shall prohibit the Employee from (i) being a passive owner of not more than five percent (5%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its affiliates, so long as the Employee has no active participation in the business of such corporation or (ii) owning, managing, operating, controlling, or being employed by any firm, corporation or oth...
Noncompetition. As an inducement for the Company to enter into this Agreement and to pay the severance payments and benefits to which Employee would not otherwise be entitled, and to protect the confidential and proprietary information and client relationships developed by the Company the parties agree as follows:
(a) For a period of one year from the Date of Termination, Employee will not, directly engage or invest in, own, manage, operate, finance, control or participate in the ownership, management, operations, financing or control of, lend his name or any similar or any similar name to, lend his credit to, or render services or advice to any business, other than the Company, with regard to products or activities that include the manufacture or sale of respiratory pharmaceuticals which are competitive with the products of the Company or any Company subsidiary (including products in development or under consideration by the Company during Employee's employment) (such competitive products being referred to collectively, as "Respiratory Pharmaceutical Business") anywhere in the United States; provided, however, that Employee may purchase or otherwise acquire up to (but not more than) four percent of any class of securities of any enterprise (but without otherwise) participating in the activities of such enterprise) if such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934, as amended. Employee agrees that this covenant is reasonable with respect to its duration, geographical area, and scope.
(b) For a period of one year following the Date of Termination, Employee further agrees that he will not, directly or indirectly, either for himself or any other person, (i) induce or attempt to induce any employee of the Company or any Company subsidiary, with whom Employee had material contact during his employment, to leave the employ of the Company or any Company subsidiary, (ii) in any way interfere with the relationship between the Company or any Company subsidiary and any former, current or future employee of the Company or any Company subsidiary, (iii) employ, or otherwise engage as an employee, independent contractor, or otherwise, any former, current or future employee of the Company or any Company subsidiary to cease doing business with the Company or any Company subsidiary, or in any way interfere with the relationship between any former, current or future customer, suppl...
Noncompetition. Except as may otherwise be approved by the Board, during the term of Executive’s employment, Executive shall not have any ownership interest (of record or beneficial) in, or have any interest as an employee, salesman, consultant, officer or director in, or otherwise aid or assist in any manner, any firm, corporation, partnership, proprietorship or other business that engages in any county, city or part thereof in the United States and/or any foreign country in a business which competes directly or indirectly (as determined by the Board) with the Company’s business in such county, city or part thereof, so long as the Company, or any successor in interest of the Company to the business and goodwill of the Company, remains engaged in such business in such county, city or part thereof or continues to solicit customers or potential customers therein; provided, however, that Executive may own, directly or indirectly, solely as an investment, securities of any entity which are traded on any national securities exchange if Executive (x) is not a controlling person of, or a member of a group which controls, such entity; or (y) does not, directly or indirectly, own one percent (1%) or more of any class of securities of any such entity.
Noncompetition. Executive agrees as follows, except in the event of a termination pursuant to Section 5.03, in which event this section is inapplicable:
(a) Executive agrees that during the term of his employment with the Company, neither he nor any of his Affiliates (Executive’s Affiliates is defined as any legal entity in which Executive directly or indirectly owns at least a 25% interest or any entity or person which is under the control of the Executive) will directly or indirectly compete with the Company in any way in any business in which the Company or its Affiliates is engaged in, and that he will not act as an officer, director, employee, consultant, shareholder, lender, or agent of any entity which is engaged in any business of the same nature as, or in competition with the businesses in which the Company is now engaged or in which the Company becomes engaged during the term of employment; provided, however, that this Section shall not prohibit Executive or any of his Affiliates from purchasing or holding an aggregate equity interest of up to 10% in any publicly traded business in competition with the Company, so long as Executive and his Affiliates combined do not purchase or hold an aggregate equity interest of more than 10%. Furthermore, Executive agrees that during the term of employment, he will not accept any board of director seat or officer role or undertake any planning for the organization of any business activity competitive with the Company (without the approval of the Board of Directors) and Executive will not combine or conspire with any other Executives of the Company for the purpose of the organization of any such competitive business activity.
(b) In order to protect the Company against the unauthorized use or the disclosure of any confidential information of the Company presently known or hereinafter obtained by Executive during his employment under this Agreement, Executive agrees that for a period of twelve (12) months following the termination of this Agreement for any reason, neither Executive nor any of his Affiliates, shall, directly or indirectly, for itself or himself or on behalf of any other corporation, person, firm, partnership, association, or any other entity (whether as an individual, agent, servant, employee, employer, officer, director, shareholder, investor, principal, consultant or in any other capacity):
(i) engage or participate in any business, regardless of where situated, which engages in direct market competition with ...
Noncompetition. Executive acknowledges that the nature of the Company Group’s business and Executive’s position with the Company is such that if Executive were to become employed by, or substantially involved in, the business of a competitor of the Company Group during the 12 months following the termination of Executive’s employment with the Company, it would not be possible, or would be very difficult, for Executive not to rely on or use the Company Group’s trade secrets and Confidential Information. Thus, to avoid the inevitable disclosure of the Company Group’s trade secrets and Confidential Information, and to protect such trade secrets and Confidential Information and the Company Group’s relationships and goodwill with customers, for a period of 12 months after the termination date (the “Restricted Period”), Executive will not directly or indirectly engage in (whether as an employee, consultant, agent, proprietor, principal, partner, stockholder, corporate officer, director or otherwise), nor have any ownership interest in, or participate in the financing, operation, management or control of, any person, firm, corporation or business anywhere in the United States and Mexico (the “Restricted Area”) that competes with any member of the Company Group in the healthcare real estate acquisition, development, leasing, management, investment or financing industry (a “Competing Business”); provided, that Executive may purchase and hold only for investment purposes less than two percent of the shares of any corporation in competition with the Company Group whose shares are regularly traded on a national securities exchange. Notwithstanding the preceding sentence, in the event Executive accepts employment with or provides services to a business (the “Service Recipient”) that is affiliated with another business that engages in a Competing Business or which derives a de minimis portion of its gross revenues from Competing Businesses, Executive’s employment by or service to the Service Recipient shall not constitute a breach by Executive of his obligations pursuant to this Section 8(b) so long as each of the following conditions is satisfied at all times during the Restricted Period and while Executive is employed by or providing service to the Service Recipient: (i) no more than 10% of the gross revenues of the Service Recipient are derived from Competing Businesses; (ii) no more than 10% of the gross revenues of the Service Recipient and those entities that (directly or through...
Noncompetition. During the Employment Period, and following termination of the Executive’s employment with the Company, Holdco and any of their affiliates, during the “Restriction Period” (as hereinafter defined), the Executive shall not directly or indirectly participate in or permit his name directly or indirectly to be used by or become associated with (including as an advisor, representative, agent, promoter, independent contractor, provider of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that is, or intends to be, engaged in any business which is in competition with any business of the Company, Holdco or any of their respective subsidiaries or affiliates in any geographic area in which the Company, Holdco or any of their respective subsidiaries or affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”); provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if (i) less than 10% of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are in competition with any business of the Company or any of its subsidiaries or affiliates (a “Competitive Business”) and (ii) the Executive does not, directly or indirectly, participate in, become associated with, or otherwise have responsibilities that relate to the conduct or operations of, any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate of such person. For purposes of this Agreement, the term “participate” includes any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less than five percent of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in an over-the-counter market).