NON-COMPETITION AND NONSOLICITATION. Executive shall not, during the Employment Period and for a period of one (1) year thereafter, directly or indirectly:
NON-COMPETITION AND NONSOLICITATION. During the Term and, except as otherwise provided in Section 8(a)(ix), for a period of 24 calendar months after the termination of the Executive’s employment (the “Noncompete Period”), the Executive shall not, directly or indirectly, either as a principal, agent, employee, employer, stockholder, partner or in any other capacity whatsoever: (a) engage or assist others engaged, in whole or in part, in any business which is engaged in a business or enterprise that is substantially similar to the business of the Company that the Company was engaged in during the period of the Executive’s employment with the Company, or (b) without the prior consent of the Board, employ or solicit the employment of, or assist others in employing or soliciting the employment of, any individual employed by the Company at any time while the Executive was also so employed; provided, however, that the provisions of this Section 11 shall not apply in the event the Company materially breaches this Agreement or the Release. Nothing in this Section 11 shall prohibit Executive from making any passive investment in a public company, or where he is the owner of five percent (5%) or less of the issued and outstanding voting securities of any entity, provided such ownership does not result in his being obligated or required to devote any managerial efforts. The Executive agrees that the restraints imposed upon him pursuant to this Section 11 are necessary for the reasonable and proper protection of the Company and its subsidiaries and affiliates, and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area. The parties further agree that, in the event that any provision of this Section 11 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographic area or too great a range of activities, such provision shall be deemed to be modified to permit its enforcement to the maximum extent permitted by law.
NON-COMPETITION AND NONSOLICITATION. During the Term and for a period of 24 calendar months after the termination of the Executive's employment (the "Noncompete Period"), the Executive shall not, directly or indirectly, either as a principal, agent, employee, employer, stockholder, partner or in any other capacity whatsoever: (a) engage or assist others engaged, in whole or in part, in any business which is engaged in a business or enterprise that is substantially similar to the business of the Company that the Company was engaged in during the period of the Executive's employment with the Company, or (b) without the prior consent of the Board, employ or solicit the employment of, or assist others in employing or soliciting the employment of, any individual employed by the Company at any time while the Executive was also so employed. Notwithstanding anything else herein to the contrary, the provisions of this Section 11 shall not apply in the event the Executive's employment is terminated for any reason other than a termination by the Company for Cause. Nothing in this Section 11 shall prohibit Executive from making any passive investment in a public company, or where he is the owner of five percent (5%) or less of the issued and outstanding voting securities of any entity, provided such ownership does not result in his being obligated or required to devote any managerial efforts. The Executive agrees that the restraints imposed upon him pursuant to this Section 11 are necessary for the reasonable and proper protection of the Company and its subsidiaries and affiliates, and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area. The parties further agree that, in the event that any provision of this Section 11 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographic area or too great a range of activities, such provision shall be deemed to be modified to permit its enforcement to the maximum extent permitted by law.
NON-COMPETITION AND NONSOLICITATION. During the Term and any Non-Compete Period (hereinafter defined), the Executive will not, directly or indirectly, either as a principal, agent, employee, employer, stockholder or partner: (i) engage in any "Competitive Business"; or (ii) employ or solicit the employment of, or assist others in employing or soliciting the employment of, any individual employed by the Company at any time while the Executive was also so employed; PROVIDED, HOWEVER, the foregoing shall not prohibit or limit the Executive's right to pursue and maintain passive investments allowed pursuant to Section 1(c) hereof. For purposes of this Section 11, "Competitive Business" means acquiring, investing in or with respect to, owning, leasing, managing or developing hotel properties in the United States or originating or acquiring loans in respect of hotel properties in the United States where the Executive has duties or performs services that are the same or similar to those services actually performed by the Executive for the Company.
NON-COMPETITION AND NONSOLICITATION. (a) For a period of five (5) years after the Closing (the “Restricted Period”), neither the Seller, EnStructure the Parent nor any of their respective Affiliates shall engage, directly or indirectly, in any business anywhere in any state of the United States of America where the Business of the Seller is conducted as of the Closing that supplies services of the kind supplied by the Business as of the Closing, or, without the prior written consent of the Purchaser, directly or indirectly, own an interest in, manage, operate, join, control, lend money or render financial or other assistance to or participate in or be connected with, as an officer, employee, partner, stockholder, consultant or otherwise, any Person that competes with the Purchaser or the Business in supplying services of the kind supplied by the Business as of the Closing; provided, however, that, for the purposes of this Section 8.4, ownership of securities having no more than one percent (1%) of the outstanding voting power of any competitor which are listed on any national securities exchange shall not be deemed to be in violation of this Section 8.4 as long as the Person owning such securities has no other connection or relationship with such competitor.
NON-COMPETITION AND NONSOLICITATION. Physician acknowledges that as a result of Physician's employment with MCPA, Physician will become informed of and have access to the Confidential Information, the unauthorized use or disclosure of which would cause irreparable injury to MCPA. In consideration for access to the Confidential Information, the substantial compensation paid to Physician by MCPA, and the other benefits received by Physician hereunder, Physician agrees with MCPA as follows:
NON-COMPETITION AND NONSOLICITATION. Physician acknowledges that as a result of Physician's employment with KTPA, Physician will become informed of and have access to the Confidential Information, the unauthorized use or disclosure of which would cause irreparable injury to KTPA. In consideration for access to the Confidential Information, the substantial compensation paid to Physician by KTPA, and the other benefits received by Physician hereunder, Physician agrees with KTPA as follows:
NON-COMPETITION AND NONSOLICITATION. During the Term and for a period of eighteen (18) calendar months after the termination of the Employee's employment (the "Non-Compete Period"), the Employee shall not, directly or indirectly, either as a principal, agent, employee, employer, stockholder, partner or in any other capacity whatsoever: (a) engage or assist others engaged, in whole or in part, in any business which is engaged in a business or enterprise involving the ownership, leasing or management of healthcare real estate (it being understood that engaging in the activity of operating a healthcare operating company which owns its own healthcare real estate is not so prohibited and that serving as general counsel for any entity is not so prohibited), or (b) without the prior consent of the Company, solicit the employment of, or assist others in soliciting the employment of, any individual employed by the Company (other than the Employee's personal assistant or Employee's secretary) at any time while the Employee was also so employed. Nothing in this Section 8 shall prohibit Employee from making any passive investment in a public company, where he is the owner of five percent (5%) or less of the issued and outstanding voting securities of any entity, provided such ownership does not result in his being obligated or required to devote any managerial efforts. The Employee agrees that the restraints imposed upon him pursuant to this Section 8 are necessary for the reasonable and proper protection of the Company and its subsidiaries and affiliates, and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area. The parties further agree that, in the event that any provision of this Section 8 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographic area or too great a range of activities, such provision shall be deemed to be modified to permit its enforcement to the maximum extent permitted by law.
NON-COMPETITION AND NONSOLICITATION. (a) Executive agrees that for a period of eighteen (18) months following termination of this Agreement for any reason (except in the case of termination of this Agreement pursuant to Section 12 because of a Change in Control, or any termination of this Agreement by the Company without Cause, or by Executive for Good Reason), he will not directly or indirectly, alone or as a partner, officer, director, or shareholder of any other firm or entity:
NON-COMPETITION AND NONSOLICITATION. Parent, on behalf of itself and its Subsidiaries, hereby covenants and agrees that neither Parent nor any of its Subsidiaries will, directly or indirectly, for a period beginning on the Closing Date and ending on the date that is three (3) years following the Closing Date, anywhere in the United States or in any foreign country, own, manage, operate, control, invest or participate in (either as an owner or shareholder or in any other similar capacity) with any business, partnership, firm, corporation or other entity (other than Buyer) which is engaged, wholly or partly, in the same or substantially similar business as the Business; provided, however, that nothing in this Agreement shall prevent or restrict Parent or any of its Subsidiaries from any of the following: (i) continuing to conduct, operate, or otherwise invest in Parent’s core business, which is comprised of Parent’s Broadband Infrastructure business unit and Multimedia Communications business unit and the Services business unit that supports such business units, but excluding Parent’s four noncore business units: Personal Communications Division, Handsets, Mobile Solutions and Custom Solutions, in each case as more fully described in Parent’s Annual Report on Form 10-K filed with the United States Securities and Exchange Commission on March 3, 2008; (ii) owning as a passive investment of less than three percent (3%) of the outstanding capital stock of a Person (whether public or private) that is engaged in the Business; or (iii) owning a passive equity interest in private debt or equity investment fund in which Parent or its Subsidiaries have no involvement with such entity or its business other than exercising voting and investment rights of an equity holder. Without implied limitation, the foregoing covenant shall include (x) hiring or engaging or attempting to hire or engage for or on behalf of itself or any such competitor any officer or employee of Buyer, the Company, any Subsidiary of the Company, or any former employee of Buyer, the Company, any Subsidiary of the Company who was employed during the twelve (12) month period immediately preceding the date of solicitation, encouraging for or on behalf of itself or any such competitor, any such officer or employee to terminate his or her relationship or employment with Buyer, the Company, any Subsidiary of the Company; provided, that the forgoing shall not prohibit any general solicitation of employees through non-targeted advertisements con...
