Material Competition definition
Material Competition by Employee shall mean (A) engaging in or conducting any business or investment activity in any capacity that directly competes with or has a material adverse economic effect on any of the material business activities or business plans of Employer or any Related Entity, or with respect to a business or asset that was being evaluated by Employer or any Related Entity at any time during the Term and prior to the termination of employment, or (B) rendering advice or services to, whether as an employee, consultant, advisor, agent, shareholder, independent contractor, investor, partner, member, owner, or otherwise, any company, business or other entity that derives a material part of its business from activities that directly compete with the business activities or business plans of Employer or any Related Entity; provided, however, that Employee shall be permitted to acquire a passive stock interest in such a business provided that the stock acquired is publicly traded and Employee does not beneficially own more than 2% of the outstanding interest in such business. Notwithstanding the foregoing, at any time during the eighteen-month period following the Termination Date, Employee may, at Employee’s option, serve on the Employer a written notice waiving the right to any and all future installments of the Severance Benefit payments pursuant to Section 3.3(b)(i) (a “Severance Waiver Notice”), and upon delivery of the Severance Waiver Notice, Employee shall no longer be bound by the restrictions set forth in this Section 4.1 for the period on and after the date on which the Severance Waiver Notice is delivered to the Employer; provided, however, that notwithstanding the delivery of a Severance Waiver Notice, Employee will continue to be bound by the remaining obligations set forth in this Agreement, including but not limited to those covenants of Employee set forth in Section 4.2 and Section 4.5 hereof.
Material Competition means that Employee is involved in any business or investment activity, in any capacity, including, but not limited to, as an employee, consultant, advisor, agent, shareholder (other than as a shareholder of less than five (5%) percent of a publicly traded corporation), independent contractor, investor, partner, member, owner or otherwise, which activity directly competes with or has a material adverse economic effect on any of the activities or business of any Western Company. Material competition includes, but is not limited to, any activity involving the gathering and processing business within 25 miles of one of the Western Companies’ existing or planned gathering, processing or generation facilities; any activity involving the purchase of oil or gas leases, the farming-in of such leases or any similar arrangement, within five (5) miles of the boundaries of an existing oil or gas lease of any Western Company; and, in relation to a Confidential Project involving oil and gas exploration, development or production, any activity, directly or indirectly, involving the purchase of oil or gas leases or the farm-in or participation in operations under leases or any similar arrangement within ten (10) miles of the boundaries of the target area of such Confidential Project.
Material Competition by the Executive shall mean the involvement by the Executive in any business or investment activity involving providing financing solutions to lower middle market companies (i.e., companies with annual revenues between $10 million to $100 million) within the United States, including, but not limited to an involvement as an employee, consultant, advisor, agent, shareholder, independent contractor, investor, partner, member, owner or otherwise; provided, however, that the Executive shall be permitted to acquire a passive stock interest in such a business provided the stock acquired is publicly traded and is not more than 2% of the outstanding interest in such business. In addition, “material competition” will specifically not include the investment in or puchase of one lower middle market business and will also specifically not include involvement in the investment activities of MSC II or other SBIC funds managed by the Company. For purposes of this Section 6(d) and Section 7, “Company” includes the Company and any Affiliate.
Examples of Material Competition in a sentence
For the avoidance of doubt, the existence of the Department of Justice Consent Decree or the imposition of any other Material Competition Obligation relating to Powerlasers (or Dofasco) shall not be deemed to prevent fulfillment of this condition.
No Material Competition Obligation shall have been imposed upon Arcelor, Noble or any of their respective Affiliates as a condition to consent or approval to the Transactions.
No Material Competition Obligation shall have been imposed upon Noble or any of its Affiliates as a condition of approval or consent to the Transactions.
All relevant waiting periods (and any extension thereof) under the HSR Act or any other Material Competition Laws shall have expired or been terminated.
More Definitions of Material Competition
Material Competition by Employee will mean the involvement by Employee in any business or investment activity in any capacity, including, but not limited to, an employee, consultant, advisor, agent, shareholder, independent contractor, investor, partner, member, owner, or otherwise, that directly competes with or has a material adverse economic effect on any of the material business activities or business plans of Employer or any Related Entity, or a business or asset that was being evaluated by Employer or any Related Entity on or within 12 months prior to the termination of employment. However, Employee will be permitted to acquire (a) a passive stock interest in such a business provided the stock acquired is publicly traded and Employee does not beneficially own more than 2% of the outstanding interest in such business and (b) participate in Other Enterprises on substantially the same basis (as determined in good faith by Employee) as he did in the year prior to the Termination Date.
Material Competition by the Executive shall mean the involvement by the Executive in any business or investment activity involving providing financing solutions to lower middle market companies (i.e., companies with annual revenues between $10 million to $100 million) within the United States, including, but not limited to an involvement as an employee, consultant, advisor, agent, shareholder, independent contractor, investor, partner, member, owner or otherwise; provided, however, that the Executive shall be permitted to acquire a passive stock interest in such a business provided the stock acquired is publicly traded and is not more than 2% of the outstanding interest in such business. In addition, “material competition” will specifically not include the investment in or purchase of one lower middle market business and will also specifically not include involvement in the investment activities of MSC II or other SBIC funds managed by the Company. For purposes of this Section 7, “Company” includes the Company and any Affiliate. Additionally, if the Executive is terminated pursuant to Section 6(d), the Executive will also not engage in material competition with the Company after the Initial Non-Compete Period while he is receiving the monthly severance payments provided for in Section 6(d); provided however, that the Executive will be allowed to engage in material competition with the Company after the Initial Non-Compete Period upon providing written notification to the Company at which time he will begin receiving only 50% of the remaining monthly severance payments provided for in Section 6(d). The Executive understands that the provisions of Section 7 hereof may limit his ability to earn a livelihood in a business similar to the business in which he is involved, but as a member of the management group of the Company he nevertheless agrees and hereby acknowledges that (i) such provisions do not impose a greater restraint than is necessary to protect the goodwill, trade secrets or other business interests of the Company; (ii) such provisions contain reasonable limitations as to time, scope of activity, and geographical area to be restrained; and (iii) the consideration provided hereunder, including without limitation, any amounts or benefits provided under Section 6 hereof, is sufficient to compensate the Executive for the restrictions contained in Section 7 hereof. In consideration of the foregoing and in light of the Executive’s education, skills and abilities, the Executi...
Material Competition by Employee shall mean (A) engaging in or conducting any business or investment activity in any capacity that directly competes with or has a material adverse economic effect on any of the material business activities or business plans of Employer or any Related Entity, or with respect to a business or asset that was being evaluated by Employer or any Related Entity at any time during the Term and prior to the termination of employment, or (B) rendering advice or services to, whether as an employee, consultant, advisor, agent, shareholder, independent contractor, investor, partner, member, owner, or otherwise, any company, business or other entity that derives a material part of its business from activities that directly compete with the business activities or business plans of Employer or any Related Entity; provided, however, that Employee shall be permitted to acquire a passive stock interest in such a business provided that the stock acquired is publicly traded and Employee does not beneficially own more than 2% of the outstanding interest in such business.
Material Competition by the Executive shall mean the direct or indirect involvement by the Executive in any business or investment activity involving specialty investment focused on providing financing solutions to lower middle market companies having annual revenues between $2 million to $100 million within the United States, including, but not limited to, involvement as an employee, consultant, advisor, agent, shareholder, independent contractor, investor, partner, member, owner or otherwise specifically including acting as an investment advisor to individuals or entities other than those affiliated with the Company that are involved in such activities; provided, however, that the Executive shall be permitted to acquire a passive stock interest in such a business provided the stock acquired is publicly traded and is not more than 2% of the outstanding interest in such business. For purposes of this Section 2, “Company” includes the Company and any Affiliate. An “Affiliate” of an entity is a person that directly or indirectly controls, is under the control of or is under common control with such entity. The Executive understands that the provisions of Section 2 hereof may limit his ability to earn a livelihood in a business similar to the business in which he is involved, but as a member of the management group of the Company he nevertheless agrees and hereby acknowledges that (i) such provisions do not impose a greater restraint than is necessary to protect the goodwill, trade secrets or other business interests of the Company; and (ii) such provisions contain reasonable limitations as to time, scope of activity, and geographical area to be restrained. In consideration of the foregoing and in light of the Executive’s education, skills and abilities, the Executive agrees that he will not assert that, and it should not be considered that, any provisions of Section 2 otherwise are void, voidable or unenforceable or should be voided or held unenforceable. If, at the time of enforcement of Section 2 of this Agreement, a court shall hold that the period, scope, or area restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum period, scope or geographical area reasonable under such circumstances shall be substituted for the stated period, scope or area and that the court shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. In the event of an alleged breach or viol...