Noncompetition Sample Clauses

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. 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. Each of Seller, Optionee and ▇▇▇ and their respective Affiliates covenant and agree that, for a period of three years from and after the Closing Date, it shall not (i) compete with Buyers, directly or indirectly, whether individually or as owner, stockholder, member, director, agent, consultant, employee, independent contractor or otherwise, of any corporation, partnership, proprietorship or other business organization or association, in the development or marketing of any computer software program that performs or is intended to perform functions substantially similar to any of those performed by the Products at Closing or (ii) offer employment to, or induce or attempt to induce any director, officer, employee, agent, or customer, supplier or lessor of BMC or its subsidiaries to terminate such position or relationship with BMC or its subsidiaries. Notwithstanding anything to the contrary contained herein, Seller and ▇▇▇ and their respective Affiliates shall not be prohibited from (x) making minority, passive investments in companies whose securities are publicly traded and that compete with Buyers or any of their assigns or (y) marketing computer software programs that perform or are intended to perform functions substantially similar to existing Enlighten and COS/MANAGER software products currently distributed by Seller. Seller and ▇▇▇ acknowledge that this covenant not to compete is ancillary to the sale of certain assets of Seller s and ▇▇▇ s businesses from which Seller and ▇▇▇ will receive good and valuable financial consideration, is reasonably necessary to protect the Assets being acquired by Buyers and does not impose an undue or unreasonable hardship upon Seller, Optionee or ▇▇▇. If, however, any portion of this covenant is found by a court of competent jurisdiction to be unreasonable, Seller, Optionee and ▇▇▇ agree that the covenant shall be reformed by the court whereby it is reasonable and, as reformed, shall be enforced by the court prospectively. Notwithstanding the foregoing, it is hereby agreed that any performance by Seller, Optionee or ▇▇▇ of their obligations required under this Agreement, including without limitation, all obligations under the Retained Distribution Agreements or Retained Licenses or under Section 9.05 hereof shall not be considered a default of this Section 9.01. The parties agree that $750,000 of the consideration payable to BMC is allocable to this noncompetition covenant.

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. Without the prior written consent of the Board (which may be withheld in the Board’s sole discretion), so long as the Executive is an employee of the Company or any other member of the Parent Group and for a twelve-month period thereafter, the Executive agrees that he shall not anywhere in the Prohibited Area, for his own account or the benefit of any other, engage or participate in or assist or otherwise be connected with a Competing Business. For the avoidance of doubt, the Executive understands that this Section 6.1 prohibits the Executive from acting for himself or as an officer, employee, manager, operator, principal, owner, partner, shareholder, advisor, consultant of, or lender to, any individual or other Person that is engaged or participates in or carries out a Competing Business or is actively planning or preparing to enter into a Competing Business. The parties agree that such prohibition shall not apply to the Executive’s passive ownership of not more than 5% of a publicly-traded company.

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).

Noncompetition. 7.1 Competitive Activity. Executive shall be deemed to have engaged in "Competitive Activity" if, during the period commencing on the date hereof and ending on the second anniversary of the date Executive's employment with Investors or its subsidiaries terminates, (i) Executive, for himself or on behalf of any other person, firm, partnership, corporation, or other entity, engages, directly or indirectly, as an executive, agent, representative, consultant, partner, shareholder or holder of any other financial interest, in any business that competes with Investors or its subsidiaries in the line of business Executive is employed in by Investors or its subsidiaries (as applicable), as such business is described in any employment or severance agreement then in effect between Executive and Investors or one of its subsidiaries or, if no such agreement is then in effect, as described on Schedule II attached hereto (a "Competing Business"), it being understood and agreed that Executive's activities shall not satisfy this clause (i) where Executive is employed by a person, firm, partnership, corporation, or other entity engaged in a variety of activities, including the Competing Business, and Executive is not engaged in or responsible for the Competing Business of such entity. Executive may also, without satisfying clause, (i) be a passive owner of not more than 2% of the outstanding publicly traded stock of any class of a Competing Business so long as Executive has no active participation in the business of such entity, except to the extent permitted above; or (ii) Executive (A) directly or indirectly through another entity, induces or attempts to induce any employee of the Company or its subsidiaries to leave the employ of the Company or its subsidiaries, or in any way interfere with the relationship between the Company or any of its subsidiaries and any employee thereof, (B) knowingly hires any person who was an employee of the Company or any of its subsidiaries within 180 days prior to the time such employee was hired by Executive, (C) induces or attempts to induce any customer, supplier, licensee or other business relation of the Company or any of its subsidiaries to cease doing business with the Company or its subsidiaries or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company or any subsidiary or (D) directly or indirectly acquires or attempts to acquire an interest in any business rel...

Noncompetition. (a) Seller agrees that for a period of two full -------------- years from the Closing Date, it shall not: (i) engage, either directly or indirectly, as a principal or for its own account, solely or jointly with others, or through any form of ownership in another Person, or otherwise, in any business that competes with the business of the Buyer as it exists on the Closing Date; or (ii) employ or solicit, or receive or accept the performance of services by, any employee of the LLC. (b) If any provision contained in this Section shall for any reason by held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Section, but this Section shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. It is the intention of the parties that if any of the restrictions or covenants contained herein is held to cover a geographic area or to be for a length of time which is not permitted by applicable law, or in any way construed to be too broad or to any extent invalid, such provision shall not be construed to be null, void and of no effect, but to the extent such provision would be valid or enforceable under applicable law, a court of competent jurisdiction shall construe and interpret or reform this Section to provide for a covenant having the maximum enforceable geographic area, time period and other provisions (not greater than those contained herein) as shall be valid and enforceable under such applicable law. Seller acknowledges that Buyer would be irreparably harmed by any breach of this Section and that there would be no adequate remedy at law or in damages to compensate Buyer for any such breach. Seller agrees that Buyer shall be entitled to injunctive relief requiring specific performance by Seller of this Section, and Seller consents to the entry thereof.

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).