Common use of Noncompetition; Nonsolicitation Clause in Contracts

Noncompetition; Nonsolicitation. Employee acknowledges that in his capacity as Employer’s employee hereunder, he will create and have access to confidential information and to important business relationships. Accordingly, Employee represents, warrants and covenants to Employer that, subject to the last sentence of this Section 5.04, he will not, directly or indirectly, (i) during the Restricted Period without the express prior written approval of the Board, be or become Associated With a Competing Business (other than severance-type or retirement-type benefits from entities constituting prior employers of Employee) or (ii) during the Restricted Period without the express prior written approval of the Board, (a) solicit, sell to or service, for the account of any Competing Business, or assist any Person in soliciting, selling to, or servicing, for the account of any Competing Business, any Client, (b) solicit, approach or induce any Client to terminate or diminish its relationship with Employer or to explore, discuss, investigate or consider a business relationship with a Competing Business, (c) solicit, approach or induce any Person who is then (or was at any time in the six (6) months immediately prior to the termination or cessation of Employee’s employment) an employee of or consultant to Employer, to terminate or diminish his or her or its relationship with Employer or to be or become Associated With a Competing Business, or (d) otherwise interfere with the relationship between Employer and any of their respective Clients, employees, consultants, suppliers or service providers, or (e) take any steps to, or negotiate or enter into any oral or written agreement or understanding to, do any of the things referenced in (a), (b), (c), (d), or (e) of this Section. Notwithstanding the foregoing, Employee shall not be deemed to have violated this Section 5.04 if he becomes Associated With a Competing Business but, during the entire Restricted Period, Employee refrains from (x) working in or for any business unit, subsidiary or division which engages or is engaged, directly or indirectly, in any element of the Business and (y) directly or indirectly engaging in any element of the Business other than for Employer as an employee thereof.

Noncompetition; Nonsolicitation. Employee Participant acknowledges that in his capacity as Employerduring Participant’s employee hereunderService, he Participant will create and have access to confidential information and to important business relationships. Accordingly, Employee Participant represents, warrants and covenants to Employer the Company and its Subsidiaries that, subject to the last sentence of this Section 5.046(c), he Participant will not, directly or indirectly, (i) during the Restricted Period without the express prior written approval of the Board, be or become Associated With a Competing Business (other than severance-type or retirement-type benefits from entities constituting prior employers of EmployeeParticipant) or (ii) during the Restricted Period without the express prior written approval of the Board, (a) solicit, sell to or service, for the account of any Competing Business, or assist any Person in soliciting, selling to, or servicing, for the account of any Competing Business, any Client, (b) solicit, approach or induce any Client to terminate or diminish its relationship with Employer the Company or its Subsidiaries or to explore, discuss, investigate or consider a business relationship with a Competing Business, (c) solicit, approach or induce any Person who is then (or was at any time in the six (6) months immediately prior to the termination or cessation of EmployeeParticipant’s employmentService) an employee of or consultant to Employerthe Company or its Subsidiaries, to terminate or diminish his or her or its relationship with Employer the Company or its Subsidiaries or to be or become Associated With a Competing Business, or (d) otherwise interfere with the relationship between Employer the Company or its Subsidiaries and any of their respective Clients, employees, consultants, suppliers or service providers, or (e) take any steps to, or negotiate or enter into any oral or written agreement or understanding to, do any of the things referenced in (a), (b), (c), (d), or (e) of this Section. Notwithstanding the foregoing, Employee Participant shall not be deemed to have violated this Section 5.04 6(c) if he Participant becomes Associated With a Competing Business but, during the entire Restricted Period, Employee Participant refrains from (x) working in or for any business unit, subsidiary or division which engages or is engaged, directly or indirectly, in any element of the Business and (y) directly or indirectly engaging in any element of the Business other than for Employer the Company or its Subsidiaries as an employee thereof.

Noncompetition; Nonsolicitation. Employee acknowledges that in his capacity as Employer’s employee hereunder, he will create and have access to confidential information and to important business relationships. Accordingly, Employee represents, warrants and covenants to Employer that, subject to the last sentence of this Section 5.04, he will not, directly or indirectly, (i) during the Restricted Period without the express prior written approval of the Board, be or become Associated With a Competing Business (other than severance-type or retirement-type benefits from entities constituting prior employers of Employee) or (ii) during the Restricted Period without the express prior written approval of the Board, (a) solicit, sell to or service, for the account of any Competing Business, or assist any Person in soliciting, selling to, or servicing, for the account of any Competing Business, any Client, (b) solicit, approach or induce any Client to terminate or diminish its relationship with Employer or to explore, discuss, investigate or consider a business relationship with a Competing Business, (c) solicit, approach or induce any Person who is then (or was at any time in the six (6) months immediately prior to the termination or cessation of Employee’s employment) an employee of or consultant to Employer, to terminate or diminish his or her or its relationship with Employer or to be or become Associated With a Competing Business, or (d) otherwise interfere with the relationship between Employer and any of their respective Clients, employees, consultants, suppliers or service providers, or (e) take any steps to, or negotiate or enter into any oral or written agreement or understanding to, do any of the things referenced in (a), (b), (c), (d), or (e) of this Section. Notwithstanding the foregoing, Employee shall not be deemed to have violated this Section 5.04 if he becomes Associated With a Competing Business but, during the entire Restricted Period, Employee refrains from (x) working in or for any business unit, unit subsidiary or division which engages or is engaged, directly or indirectly, in any element of the Business and (y) directly or indirectly engaging in any element of the Business other than for Employer as an employee thereof.

Noncompetition; Nonsolicitation. Employee acknowledges that in his her capacity as Employer’s employee hereunder, he she will create and have access to confidential information and to important business relationships. Accordingly, Employee represents, warrants and covenants to Employer that, subject to the last sentence of this Section 5.04, he she will not, directly or indirectly, (i) during the Restricted Period without the express prior written approval of the Board, be or become Associated With a Competing Business (other than severance-type or retirement-type benefits from entities constituting prior employers of Employee) or (ii) during the Restricted Period without the express prior written approval of the Board, (a) solicit, sell to or service, for the account of any Competing Business, or assist any Person in soliciting, selling to, or servicing, for the account of any Competing Business, any Client, (b) solicit, approach or induce any Client to terminate or diminish its relationship with Employer or to explore, discuss, investigate or consider a business relationship with a Competing Business, (c) solicit, approach or induce any Person who is then (or was at any time in the six (6) months immediately prior to the termination or cessation of Employee’s employment) an employee of or consultant to Employer, to terminate or diminish his or her or its relationship with Employer or to be or become Associated With a Competing Business, or (d) otherwise interfere with the relationship between Employer and any of their respective Clients, employees, consultants, suppliers or service providers, or (e) take any steps to, or negotiate or enter into any oral or written agreement or understanding to, do any of the things referenced in (a), (b), (c), (d), or (e) of this Section. Notwithstanding the foregoing, Employee shall not be deemed to have violated this Section 5.04 if he she becomes Associated With a Competing Business but, during the entire Restricted Period, Employee refrains from (x) working in or for any business unit, subsidiary or division which engages or is engaged, directly or indirectly, in any element of the Business and (y) directly or indirectly engaging in any element of the Business other than for Employer as an employee thereof.

Noncompetition; Nonsolicitation. Employee acknowledges that in his capacity as Employer’s employee hereunder, he will create and have access to confidential information and to important business relationships. Accordingly, Employee represents, warrants and covenants to Employer that, subject to the last sentence of this Section 5.04, he will not, directly or indirectly, (i) during the Restricted Period without the express prior written approval of the Board, be or become Associated With a Competing Business (other than severance-type or retirement-type benefits from entities constituting prior employers of Employee) or (ii) during the Restricted Period without the express prior written approval of the Board, (a) solicit, sell to or service, for the account of any Competing Business, or assist any Person in soliciting, selling to, or servicing, for the account of any Competing Business, any Client, (b) solicit, approach or induce any Client to terminate or diminish its relationship with Employer or to explore, discuss, investigate or consider a business relationship with a Competing Business, (c) solicit, approach or induce any Person who is then (or was at any time in the six (6) months immediately prior to the termination or cessation of Employee’s employment) an employee of or consultant to Employer, to terminate or diminish his or her or its relationship with Employer or to be or become Associated With a Competing Business, or (d) otherwise interfere with the relationship between Employer and any of their respective Clients, employees, consultants, suppliers or service providers, or (e) take any steps to, or negotiate or enter into any oral or written agreement or understanding to, do any of the things referenced in (a), (b), (c), (d), or (e) of this SectionSection 5.04. Notwithstanding the foregoing, Employee shall not be deemed to have violated this Section 5.04 if he becomes Associated With a Competing Business but, during the entire Restricted Period, Employee refrains from (x) working in or for any business unit, subsidiary or division which engages or is engaged, directly or indirectly, in any element of the Business and (y) directly or indirectly engaging in any element of the Business other than for Employer as an employee thereof.

Noncompetition; Nonsolicitation. Employee acknowledges that in his capacity as Employer’s employee hereunder(a) For a period of five (5) years commencing on the Closing Date (the “Restricted Period”), he will create Seller shall not, and have access to confidential information and to important business relationships. Accordingly, Employee represents, warrants and covenants to Employer that, subject to the last sentence shall cause each of this Section 5.04, he will notits Affiliates not to, directly or indirectly, (i) during engage in or assist others in engaging in any Restricted Business anywhere in the Restricted Period without the express prior written approval of the Board, be or become Associated With a Competing Business (other than severance-type or retirement-type benefits from entities constituting prior employers of Employee) or Territory; (ii) during participate in any way in, or be associated in any way with or have any interest of any nature whatsoever (financial or otherwise) in any Person that engages directly or indirectly in, any Restricted Business anywhere in the Restricted Period without the express prior written approval of the BoardTerritory in any capacity, including, as a partner, shareholder, member, officer, director, manager, employee, principal, investor, advisor, lender, guarantor, agent, trustee, or consultant; (aiii) call upon, solicit, sell divert, attempt to solicit or service, for the account of any Competing Businessdivert, or assist conduct or carry on any Person in soliciting, selling to, or servicing, for the account of any Competing Business, any Client, (b) solicit, approach or induce any Client to terminate or diminish its relationship business with Employer or to explore, discuss, investigate or consider a business relationship with a Competing Business, (c) solicit, approach or induce any Person who is then (or was at any time in the six (6) months immediately prior to the termination or cessation of Employee’s employment) an employee of or consultant to Employer, to terminate or diminish his or her or its relationship with Employer or to be or become Associated With a Competing Business, or (d) otherwise interfere with the relationship between Employer and any of their respective Clients, employees, consultants, suppliers or service providers, or (e) take any steps to, or negotiate or enter into any oral or written agreement or understanding to, do any of the things referenced in (a), (b), (c), (d), current or potential customers of the Commercial Business for the benefit of any Restricted Business ; or (eiv) interfere or attempt to interfere with any business relationship between the Commercial Business and any current or potential customer or supplier of this Sectionthe Commercial Business or any other Person with which the Buyer has a business relationship. Notwithstanding the foregoing, Employee shall not be deemed to have violated this Section 5.04 if he becomes Associated With a Competing Business butSeller and its Affiliates may own, during the entire Restricted Perioddirectly or indirectly, Employee refrains from (x) working in or for solely as an investment, securities of any business unit, subsidiary or division which engages or is engagedPerson traded on any national securities exchange that engages, directly or indirectly, in any element Restricted Business anywhere in the Territory if the Seller or such Affiliate is not a controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly, own 1% or more of any class of securities of such Person. In addition, notwithstanding the foregoing, (i) for a period not to exceed 150 days following the Closing Date, Seller may continue to sell or distribute the commercial flooring products listed on Schedule 6.03(a) pursuant to its Masland Energy mainstreet program through its residential sales force to customers whose primary business is residential sales; and (ii) Seller may continue to sell or distribute indefinitely commercial flooring products that are not listed on Schedule 6.03(a) through any mainstreet program then existing utilizing its residential sales force to customers whose primary business is residential. Seller may also dispose of the Business and (y) directly Excluded Inventory as second quality or indirectly engaging in any element of the Business other than for Employer as an employee thereofobsolete off goods through customary channels at discounted prices indefinitely until such goods have been completely sold or otherwise disposed.

Noncompetition; Nonsolicitation. Employee The Participant acknowledges that in his capacity as Employerduring the Participant’s employee hereunderService, he the Participant will create and have access to confidential information and to important business relationships. Accordingly, Employee the Participant represents, warrants and covenants to Employer the Company and its Subsidiaries that, subject to the last sentence of this Section 5.046(b), he the Participant will not, directly or indirectly, (i) during the Restricted Period without the express prior written approval of the Board, be or become Associated With a Competing Business (other than severance-type or retirement-type benefits from entities constituting prior employers of Employeethe Participant) or (ii) during the Restricted Period without the express prior written approval of the Board, (a) solicit, sell to or service, for the account of any Competing Business, or assist any Person in soliciting, selling to, to or servicing, for the account of any Competing Business, any Client, (b) solicit, approach or induce any Client to terminate or diminish its relationship with Employer the Company or its Subsidiaries or to explore, discuss, investigate or consider a business relationship with a Competing Business, (c) solicit, approach or induce any Person who is then (or was at any time in the six (6) months immediately prior to the termination or cessation of Employeethe Participant’s employmentService) an employee of or consultant to Employerthe Company or its Subsidiaries with whom the Participant worked while employed by the Company or a Subsidiary (whether as supervisor, subordinate or otherwise) or otherwise had substantial contact, to terminate or diminish his or her such Person’s relationship ​ ​ with the Company or its relationship with Employer Subsidiaries or to be or become Associated With a Competing Business, or (d) otherwise interfere with the relationship between Employer and any of their respective Clients, employees, consultants, suppliers or service providers, or (e) take any steps to, or negotiate or enter into any oral or written agreement or understanding to, do any of the things referenced in (a), (b), ) or (c), (d), or (e) of this SectionSection 6(b)(ii). Notwithstanding the foregoing, Employee the Participant shall not be deemed to have violated this Section 5.04 6(b) if he the Participant becomes Associated With a Competing Business but, during the entire Restricted Period, Employee the Participant refrains from (x) working in or for any business unit, subsidiary or division which engages or is engaged, directly or indirectly, in any element of the Business and (y) directly or indirectly engaging in any element of the Business other than for Employer the Company or its Subsidiaries as an employee thereof.

Noncompetition; Nonsolicitation. Employee Participant acknowledges that in his capacity as Employerduring Participant’s employee hereunderService, he Participant will create and have access to confidential information and to important business relationships. Accordingly, Employee Participant represents, warrants and covenants to Employer the Company and its Subsidiaries that, subject to the last sentence of this Section 5.048(c), he Participant will not, directly or indirectly, (i) during the Restricted Period without the express prior written approval of the Board, be or become Associated With a Competing Business (other than severance-type or retirement-type benefits from entities constituting prior employers of EmployeeParticipant) or (ii) during the Restricted Period without the express prior written approval of the Board, (a) solicit, sell to or service, for the account of any Competing Business, or assist any Person in soliciting, selling to, or servicing, for the account of any Competing Business, any Client, (b) solicit, approach or induce any Client to terminate or diminish its relationship with Employer the Company or its Subsidiaries or to explore, discuss, investigate or consider a business relationship with a Competing Business, (c) solicit, approach or induce any Person who is then (or was at any time in the six (6) months immediately prior to the termination or cessation of EmployeeParticipant’s employmentService) an employee of or consultant to Employerthe Company or its Subsidiaries, to terminate or diminish his or her or its relationship with Employer the Company or its Subsidiaries or to be or become Associated With a Competing Business, or (d) otherwise interfere with the relationship between Employer the Company or its Subsidiaries and any of their respective Clients, employees, consultants, suppliers or service providers, or (e) take any steps to, or negotiate or enter into any oral or written agreement or understanding to, do any of the things referenced in (a), (b), (c), (d), or (e) of this Section. Notwithstanding the foregoing, Employee Participant shall not be deemed to have violated this Section 5.04 7(c) if he Participant becomes Associated With a Competing Business but, during the entire Restricted Period, Employee Participant refrains from (x) working in or for any business unit, subsidiary or division which engages or is engaged, directly or indirectly, in any element of the Business and (y) directly or indirectly engaging in any element of the Business other than for Employer the Company or its Subsidiaries as an employee thereof.

Noncompetition; Nonsolicitation. Employee acknowledges that in his capacity as Employer’s employee hereunder, he will create (a) During the Employment Period and have access to confidential information and to important business relationships. Accordingly, Employee represents, warrants and covenants to Employer that, subject to until the last sentence earlier of this Section 5.04, he will not, directly or indirectly, (i) during the Restricted one year anniversary from the Employment Period without (ii) the express prior written approval complete cessation of the BoardCompany’s business which business is not being continued by an assignee, successor or affiliate of the Company or (iii) the Involuntary Bankruptcy of the Company which results in the dissolution or cessation of business by the Company, Executive shall not: (1) engage or participate directly or indirectly in any business which is, or as a result of Executive’s engagement or participation would become, competitive with any aspect of the business of the Company and any specific applications or technologies in which the Company has initiated significant plans to develop (the “Competing Business”), such business currently being the development and commercialization of therapeutic compounds employing RNA interference technology for the treatment of ophthalmic disorders; (2) be or become Associated With a stockholder, partner, owner, officer, director or employee or agent of, or a consultant to or give financial or other assistance to, any person or entity engaged in any such Competing Business (other than severance-type or retirement-type benefits from entities constituting prior employers of Employee) Business; or (ii3) during seek in competition with the Restricted Period without the express prior written approval business of the Board, (a) solicit, sell Company to procure orders from or service, for do business with any customer of the account of any Competing Business, or assist any Person Company in soliciting, selling to, or servicing, for the account of any Competing Business, any Client, (b) solicit, approach or induce any Client to terminate or diminish its relationship with Employer or to explore, discuss, investigate or consider a business relationship connection with a Competing Business, (c) solicit, approach or induce any Person who is then (or was at any time in the six (6) months immediately prior to the termination or cessation of Employee’s employment) an employee of or consultant to Employer, to terminate or diminish his or her or its relationship with Employer or to be or become Associated With a Competing Business, or (d) otherwise interfere with the relationship between Employer and any of their respective Clients, employees, consultants, suppliers or service providers, or (e) take any steps to, or negotiate or enter into any oral or written agreement or understanding to, do any of the things referenced in (a), (b), (c), (d), or (e) of this Section. Notwithstanding the foregoing, Employee shall (A) Executive may own publicly traded debt or equity securities of other entities as a passive investors, as long as Executive does not be deemed own more than 1% of the outstanding amount of such securities and (B) upon Executive’s request, the Board in its sole discretion may elect to have violated waive compliance by Executive with any of the provisions contained in this Section 5.04 if he becomes Associated With a Competing Business but10(a). As used herein “Involuntary Bankruptcy” shall mean the voluntary or involuntary bankruptcy (unless dismissed within ninety (90) days), during or the entire Restricted Periodinstitution of any proceeding by or against the Company seeking to adjudicate the Company bankrupt or insolvent or seeking (unless dismissed within ninety (90) days), Employee refrains from (x) working in protection or for any business unit, subsidiary or division which engages or is engaged, directly or indirectly, in any element relief of the Business and (y) directly Company or indirectly engaging in its debts under any element law relating to bankruptcy, insolvency or relief of the Business other than for Employer as an employee thereofdebtors.

Noncompetition; Nonsolicitation. Employee The Participant acknowledges that in his capacity as Employerduring the Participant’s employee hereunderService, he the Participant will create and have access to confidential information and to important business relationships. Accordingly, Employee the Participant represents, warrants and covenants to Employer the Company and its Subsidiaries that, subject to the last sentence of this Section 5.047(b), he the Participant will not, directly or indirectly, (i) during the Restricted Period without the express prior written approval of the Board, be or become Associated With a Competing Business (other than severance-type or retirement-type benefits from entities constituting prior employers of Employeethe Participant) or (ii) during the Restricted Period without the express prior written approval of the Board, (a) solicit, sell to or service, for the account of any Competing Business, or assist any Person in soliciting, selling to, to or servicing, for the account of any Competing Business, any Client, (b) solicit, approach or induce any Client to terminate or diminish its relationship with Employer the Company or its Subsidiaries or to explore, discuss, investigate or consider a business relationship with a Competing Business, (c) solicit, approach or induce any Person who is then (or was at any time in the six (6) months immediately prior to the termination or cessation of Employeethe Participant’s employmentService) an employee of or consultant to Employerthe Company or its Subsidiaries with whom the Participant worked while employed by the Company or a Subsidiary (whether as supervisor, subordinate or otherwise) or otherwise had substantial contact, to terminate or diminish his or her such Person’s relationship with the Company or its relationship with Employer Subsidiaries or to be or become Associated With a Competing Business, Business or (d) otherwise interfere with the relationship between Employer and any of their respective Clients, employees, consultants, suppliers or service providers, or (e) take any steps to, or negotiate or enter into any oral or written agreement or understanding to, do any of the things referenced in (a), (b), ) or (c), (d), or (e) of this SectionSection 7(b)(ii). Notwithstanding the foregoing, Employee the Participant shall not be deemed to have violated this Section 5.04 7(b) if he the Participant becomes Associated With a Competing Business but, during the entire Restricted Period, Employee the Participant refrains from (x) working in or for any business unit, subsidiary or division which engages or is engaged, directly or indirectly, in any element of the Business and (y) directly or indirectly engaging in any element of the Business other than for Employer the Company or its Subsidiaries as an employee thereof.

Noncompetition; Nonsolicitation. Employee Participant acknowledges that in his capacity as Employerduring Participant’s employee hereunderService, he Participant will create and have access to confidential information and to important business relationships. Accordingly, Employee Participant represents, warrants and covenants to Employer the Company and its Subsidiaries that, subject to the last sentence of this Section 5.048(c), he Participant will not, directly or indirectly, (i) during the Restricted Period without the express prior written approval of the Board, be or become Associated With a Competing Business (other than severance-type or retirement-type benefits from entities constituting prior employers of EmployeeParticipant) or (ii) during the Restricted Period without the express prior written approval of the Board, (a) solicit, sell to or service, for the account of any Competing Business, or assist any Person in soliciting, selling to, or servicing, for the account of any Competing Business, any Client, (b) solicit, approach or induce any Client to terminate or diminish its relationship with Employer the Company or its Subsidiaries or to explore, discuss, investigate or consider a business relationship with a Competing Business, (c) solicit, approach or induce any Person who is then (or was at any time in the six (6) months immediately prior to the termination or cessation of EmployeeParticipant’s employmentService) an employee of or consultant to Employerthe Company or its Subsidiaries, to terminate or diminish his or her or its relationship with Employer the Company or its Subsidiaries or to be or become Associated With a Competing Business, or (d) otherwise interfere with the relationship between Employer the Company or its Subsidiaries and any of their respective Clients, employees, consultants, suppliers or service providers, or (e) take any steps to, or negotiate or enter into any oral or written agreement or understanding to, do any of the things referenced in (a), (b), (c), (d), or (e) of this Section. Notwithstanding the foregoing, Employee Participant shall not be deemed to have violated this Section 5.04 8(c) if he Participant becomes Associated With a Competing Business but, during the entire Restricted Period, Employee Participant refrains from (x) working in or for any business unit, subsidiary or division which engages or is engaged, directly or indirectly, in any element of the Business and (y) directly or indirectly engaging in any element of the Business other than for Employer the Company or its Subsidiaries as an employee thereof.