Non-Competition; Non-Solicitation; Confidentiality. (a) While the Recipient is employed by the Company and for a period of one (1) year after the termination or cessation of such employment for any reason (the “Restricted Period”), the Recipient will not directly or indirectly:
Non-Competition; Non-Solicitation; Confidentiality. (a) Key Employee acknowledges and agrees that: (i) the Company is engaged in the business of power line and commercial/industrial electrical construction services for electric utilities, telecommunication providers, commercial/industrial facilities, and government agencies and electrical construction and maintenance services for industrial and power generation clients (the “Business”); (ii) the Business is intensely competitive; (iii) Key Employee’s customer relationships are near permanent and but for Key Employee’s association with the Company, Key Employee would not have had contact with the customers; (iv) Key Employee will continue to develop and have access to and knowledge of non-public information of the Company and its clients; (v) the direct or indirect disclosure of any such confidential information to existing or potential competitors of the Company would place the Company at a competitive disadvantage and would do damage to the Company; (vi) Key Employee has developed goodwill with the Company’s clients at the substantial expense of the Company; (vii) but for Key Employee entering into the covenants set forth in this Section 3.9, the Company would not have entered into the Financing and the closing of the offering and sale of equity securities by the Company as set forth above, (viii) Key Employee engaging in any of the activities prohibited by this Section 3.9, would constitute improper appropriation and/or use of the Company’s confidential information and/or goodwill, (ix) Key Employee’s association with the Company has been critical, and Key Employee’s association with the Company is expected to continue to be critical, to the success of the Company, (x) the services to be rendered by Key Employee to the Company are of a special and unique character, (xi) Company conducts the Business throughout the United States, (xii) the noncompetition and other restrictive covenants and agreements set forth in this Agreement are fair and reasonable and it would not be reasonable to enter into the Financing without obtaining such non-competition and other restrictive covenants and agreements, and (xiii) in light of the foregoing and of Key Employee’s education, skills, abilities and financial resources, Key Employee acknowledges and agrees that the Key Employee will not assert, and it should not be considered, that enforcement of any of the covenants set forth in this Section 3.9 would prevent Key Employee from earning a living or otherwise are void, voi...
Non-Competition; Non-Solicitation; Confidentiality. (a) Executive represents that acceptance of employment under this Agreement and performance under this Agreement are not in violation of any restrictions or covenants under the terms of any other agreements to which Executive is a party.
Non-Competition; Non-Solicitation; Confidentiality. (a) Executive acknowledges and recognizes the highly competitive nature of the business of the Company and accordingly agrees that, in consideration of this Agreement, the rights conferred hereunder, and any payments hereunder, during the Non-Compete Term, Executive will not engage, either directly or indirectly, as an employee, consultant or independent contractor, or as a principal for his own account or jointly with others, or as a stockholder in any corporation or joint stock association, in any business other than the Company or its subsidiaries which designs, develops, manufactures, distributes, sells or markets the type of products or services sold, distributed or provided by the Company or its subsidiaries during the two year period prior to the Date of Termination (the "BUSINESS"); provided that nothing herein shall prevent Executive from owning, directly or indirectly, not more than 5% of the outstanding shares of, or any other equity interest in, any entity engaged in the Business and listed or traded on a national securities exchanges or in an over-the-counter securities market.
Non-Competition; Non-Solicitation; Confidentiality. (a) For a period of five (5) years from and after the Closing Date, Sellers shall not, and shall cause Sellers’ Affiliates not to, and shall not use any Confidential Information to, without the advance, express written consent of Buyer, directly or indirectly, own, establish, manage, engage in, operate, control, work for, consult with, render services for, do business with, maintain any interest in (proprietary, financial or otherwise) or participate in the ownership, establishment, management, operation or control of, any business, whether in corporate, proprietorship or partnership form or otherwise, engaged in wealth management, insurance, or retirement planning services, record keeping and administration services related to retirement planning services, brokerage, or investment advisor activities or that otherwise competes with, or is likely to compete with, the business of each of the Company and the Subsidiaries or any of their respective Affiliates as conducted as of the Closing Date, and as it could reasonably be expected to be conducted in the future (a “Restricted Business”) anywhere in the United States of America; provided, that the restrictions contained in this Section 6.10(a) shall not restrict the acquisition by Sellers, directly or indirectly, of less than 2% of the outstanding capital stock of any publicly traded company engaged in a Restricted Business. Notwithstanding the foregoing, a Seller shall not be in violation of this Section 6.10(a): (i) simply by virtue of Seller’s status as a shareholder, partner, director, officer, employee or representative of Honkamp Xxxxxxx, so long as Honkamp Xxxxxxx does not participate in a Restricted Business or (ii) by engaging in any business that is not a Restricted Business.
Non-Competition; Non-Solicitation; Confidentiality. (a) For a period from the Closing Date until the fifth (5th) anniversary of the Closing Date, neither the Company nor any of its Subsidiaries shall, directly or indirectly, own, manage, operate, control or participate in the ownership, management, operation or control of any business, whether in corporate, proprietorship or partnership form or otherwise, engaged in the Business or that otherwise competes with the Business (a “Restricted Business”). The parties hereto specifically acknowledge and agree that the remedy at law for any breach of the foregoing will be inadequate and that Newco, in addition to any other relief available to it, shall be entitled to temporary and permanent injunctive relief without the necessity of proving actual damage or posting any bond whatsoever.
Non-Competition; Non-Solicitation; Confidentiality. (a) Executive acknowledges and recognizes the highly competitive nature of the business of the Company and its affiliates and accordingly agrees that, in consideration of this Agreement, the rights conferred hereunder, any Change of Control Bonus and any payments hereunder, during the Non-Compete Term, Executive will not engage, either directly or indirectly, as a principal for his own account or jointly with others, or as a stockholder in any corporation or joint stock association, in any business other than the Company that is principally engaged in the sale of fast food pizza (whether as home delivery, eat-in or carry-out) (the "BUSINESS") within the United States; provided, that nothing herein shall prevent Executive from (i) owning, directly or indirectly, not more than five percent of the outstanding shares of, or any other equity interest in, any entity engaged in the Business and listed or traded on a national securities exchanges or in an over-the- counter securities market or (ii) being a franchisee of the Company.
Non-Competition; Non-Solicitation; Confidentiality. The Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company and accordingly agrees as follows:
Non-Competition; Non-Solicitation; Confidentiality. (a) While the Optionee is employed by the Company and for a period of one (1) year after the termination or cessation of such employment for any reason (the “Restricted Period”), the Optionee will not directly or indirectly:
Non-Competition; Non-Solicitation; Confidentiality. (a) Except for services to be provided in connection with Seller’s Product Business, for a period from the Closing Time to the third (3rd) anniversary of the Closing Time plus the number of years obtained by multiplying (i) three (3) years by (ii) a fraction, the numerator of which is the actual aggregate amount of Earn-Out Payments that are earned through the year ended December 31, 2015 in accordance with Section 3.4 of this Agreement, if any, and the denominator of which is $17,000,000 (the “Restricted Period”) (however, in the event that on the third (3rd) anniversary of the Closing Time, all $17,000,000 of the potential Earn-Out Payments have not already been finally determined to have been earned pursuant to Section 3.4 of this Agreement, then the Restricted Period shall be extended to the later of (i) the date the Third Year Earn-Out Payment is finally determined pursuant to Section 3.4 of this Agreement or (ii) the Restricted Period as set forth in the formula in the previous sentence taking into account any Third Year Earn-Out Payment), Seller shall not, and shall cause the Voting Trustees and Voting Shareholders not to, directly or indirectly, own, manage, engage in, operate, control, work for, consult with, render services for, do business with, maintain any interest in (proprietary, financial or otherwise) or participate in the ownership, management, operation or control, of any business, whether in corporate, proprietorship or partnership form or otherwise, engaged in the Business or that otherwise competes with the Business (a “Restricted Business”) in the Territory; provided, that the restrictions contained in this Section 7.1(a) shall not restrict the acquisition by Seller, directly or indirectly, of less than five percent (5%) of the outstanding capital stock of any publicly traded company engaged in a Restricted Business. The parties hereto specifically acknowledge and agree that the remedy at law for any breach of the foregoing will be inadequate and that Purchaser, in addition to any other relief available to it, shall be entitled to temporary and permanent injunctive relief without the necessity of proving actual damage or posting any bond whatsoever.
