Grouped Into 63 Collections of Similar Clauses From Business Contracts
This page contains Non-Competition clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Non-Competition. While Executive is employed at the Employer and for a period of two (2) years after termination of Executive's employment (for any reason whatsoever, whether voluntary or involuntarily), Executive will not, without the prior written approval of the Board, whether alone or as a partner, officer, director, consultant, agent, employee or stockholder of any company or other commercial enterprise, directly or indirectly engage in any business or other activity in the United States or Canada which com...petes with the Employer in the field of therapeutic antibodies for cancer. The foregoing prohibition shall not prevent Executive's employment or engagement after termination of Executive's employment by any company or business organization, as long as the activities of any such employment or engagement, in any capacity, do not involve work on matters related to the products being developed, manufactured, or marketed by the Employer during Executive's employment with the Employer. Executive shall be permitted to own securities of a public company not in excess of five percent of any class of such securities and to own stock, partnership interests or other securities of any entity not in excess of five percent of any class of such securities and such ownership shall not be considered to be in competition with the Employer.View More
Non-Competition. While Executive is employed at the Employer Company and for a period of two (2) years twelve (12) months after termination of Executive's employment (for any reason whatsoever, whether voluntary or involuntarily), involuntary) (the "Non-Competition Period'), Executive will not, without the prior written approval of the Board, whether alone or as a partner, officer, director, consultant, agent, employee or stockholder of any company or other commercial enterprise, directly or indirectly engage in... any business or other activity in the United States or Canada which competes with the Employer Company in the field of therapeutic antibodies for cancer. cancer.Notwithstanding the foregoing, if Executive is considering an employment, consulting, investment, ownership or other opportunity within the Non-Competition Period that does not involve the field of therapeutic antibody-drug conjugates for cancer, Executive may contact the Company to seek a limited waiver of his restrictions to accept such employment or other opportunity, and the Company will evaluate any such waiver requests in good faith based upon its then-current and/or anticipated business and activities. The foregoing prohibition shall not prevent Executive's employment or engagement after termination of Executive's employment by any company or business organization, as long as the activities of any such employment or engagement, in any capacity, do not involve work on matters related to the products being developed, manufactured, or marketed by the Employer Company during Executive's employment with the Employer. Company. Executive shall be permitted to own securities of a public company not in excess of five percent of any class of such securities and to own stock, partnership interests or other securities of any entity not in excess of five percent of any class of such securities and such ownership shall not be considered to be in competition with the Employer. Company. View More
Non-Competition. While Executive is employed at During the Employer Employment Period and for a period of two (2) years twelve (12) months after termination of Executive's employment (for any reason whatsoever, whether voluntary or involuntarily), involuntary) (the "Non-Competition Period"), Executive will not, without the prior written approval of disclosure to the Board, whether alone or as a partner, officer, director, consultant, agent, employee or stockholder of any company or other commercial enterprise, d...irectly or indirectly engage in any business or other activity anywhere in the United States or Canada which world that competes with the Employer Company in the field business of therapeutic antibodies for cancer. building and offering digital marketing data management technology to large business to consumer enterprises (the "Business"). The foregoing prohibition shall not prevent (i) Executive's employment or engagement after termination of Executive's employment by any company or business organization, as long as the activities of any such employment or engagement, in any capacity, do not involve work on matters related to the products being developed, manufactured, or marketed by the Employer Company during Executive's employment with the Employer. Company, or (ii) Executive from engaging in Permitted Outside Activities. For the avoidance of doubt, the foregoing shall not be permitted to own construed as preventing Executive from owning securities of a public company not in excess of five percent (5%) of any class of such securities and to own or from owning stock, partnership interests or other securities of any entity not in excess of five percent (5%) of any class of such securities and such ownership shall not be considered to be in competition with the Employer. Company. View More
Non-Competition. While Executive is employed at During Executive's employment with the Employer Company or any Company subsidiary or affiliate and for a period of two (2) years twelve (12) months after termination of Executive's employment (for any reason whatsoever, whether voluntary or involuntarily), involuntary) (the "Non-Competition Period''), Executive will shall not, without the prior written approval of the Board, whether alone or as a partner, officer, director, consultant, agent, employee employee, rep...resentative or stockholder of any company company, entity, or other commercial enterprise, or in any other capacity, directly or indirectly engage in any business research, development, testing, manufacture, sale, marketing, or other activity licensing related to any products or services developed or provided by the Company in the United States or and Canada which competes with the Employer in the field of therapeutic antibodies for cancer. (the "Business''). The foregoing prohibition shall not prevent Executive's employment or engagement after termination of Executive's employment by any company or business organization, as long as the activities of any such 14 employment or engagement, in any capacity, do not involve work on matters related to the products being developed, manufactured, or marketed by Business of the Employer Company during Executive's employment with the Employer. Company. Executive shall be permitted to own securities of a public company not in excess of five two percent (2%) of any class of such securities and to own stock, partnership interests or other securities of any entity not in excess of five two percent (2%) of any class of such securities and such ownership shall not be considered to be in competition with the Employer. Company. View More
Non-Competition. (a) During Employment Term. During the Employment Term Employee will devote such business time, attention and energies reasonably necessary to the diligent and faithful performance of the services to the Company and its affiliates, and will not engage in any way whatsoever, directly or indirectly, in any business that is a direct competitor with the Company's or its affiliates' principal business, nor solicit customers, suppliers or employees of the Company or its affiliates on behalf of, or in ...any other manner work for or assist any business which is a direct competitor with the Company's or its affiliates' principal business. In addition, during the Employment Term, Employee will not combine or conspire with any other employee of the Company or any other person for the purpose of organizing any competitive business activity. (b) After Employment Term. The parties acknowledge that Employee will acquire substantial knowledge and information concerning the business of the Company and its affiliates as a result of employment. The parties further acknowledge that the scope of business in which the Company and its affiliates are engaged is national and very competitive and one in which few companies can successfully compete. Competition by Employee in that business after the Employment Term would severely injure the Company and its affiliates. Accordingly, for a period of one year after Employee's employment terminates for any reason whatsoever with the Company, Employee agrees: (1) not to become an employee, consultant, advisor, principal, partner or substantial shareholder of any firm or business that directly competes with the Company or its affiliates in their principal products and markets; and (2), on behalf of any such competitive firm or business, not to solicit any person or business that was at the time of such termination and remains a customer or prospective customer, a supplier or prospective supplier, or an employee of the Company or its affiliates.View More
Non-Competition. (a) During Employment Term. During the Employment Term Employee will devote such business time, attention and energies reasonably necessary to the diligent and faithful performance of the services to the Company and its affiliates, and will not engage in any way whatsoever, directly or indirectly, in any business that is a direct competitor with the Company's or its affiliates' principal business, that is a reasonably anticipated extension of their principal business, or that is engaged in the r...esearch or development of a product that will compete with the Company's or its affiliates' principal business, nor solicit customers, suppliers or employees of the Company or its affiliates on behalf of, or in any other manner work for or assist any business which is a direct competitor with the Company's or its affiliates' principal business. business, except that Employee may continue in his concurrent role as Chief Executive Officer of Black Knight, Inc.. In addition, during the Employment Term, Employee will not combine or conspire with any other employee of the Company or any other person for the purpose of organizing any competitive business activity. (b) After Employment Term. The parties acknowledge that Employee will acquire substantial knowledge and information concerning the business of the Company and its affiliates as a result of employment. The parties further acknowledge that the scope of business in which the Company and its affiliates are engaged is national and very competitive and one in which few companies can successfully compete. Competition by Employee in that business after the Employment Term Te1m would severely injure the Company and its affiliates. Accordingly, for a period of one year after Employee's employment terminates for any reason whatsoever with the Company, Employee agrees: (1) not to become an employee, consultant, advisor, 8 principal, partner or substantial shareholder of any firm or business that directly competes with the Company or its affiliates in their principal products and markets, that is a reasonably anticipated extension of the Company or its affiliates in their principal products and markets, or that is engaged in the research or development of a product that will compete with the Company or its affiliates in their principal products and markets; and (2), on behalf of any such competitive firm or business, not to solicit any person or business that was at the time of such termination and remains a customer or prospective customer, a supplier or prospective supplier, or an employee of the Company or its affiliates. View More
Non-Competition. (a) During Employment Term. During Employee agrees that, during the Employment Term Term, Employee will devote such business time, attention and energies reasonably necessary to the diligent and faithful performance of the services to the Company and its affiliates, and Employee will not engage in any way whatsoever, directly or indirectly, in any business that is a direct competitor competes with the Company's or its affiliates' principal business, nor solicit customers, suppliers or employees ...of the Company or its affiliates on behalf of, or in any other manner work for or assist any business which is a direct competitor competes with the Company's or its affiliates' principal business. In addition, during the Employment Term, Employee will undertake no planning for or organization of any business activity competitive with the work Employee performs as an employee of the Company, and Employee will not combine or conspire with any other employee of the Company or any other person for the purpose of organizing any such competitive business activity. 8 (b) After Employment Term. The parties acknowledge that Employee will acquire substantial knowledge and information concerning the business of the Company and its affiliates as a result of Employee's employment. The parties further acknowledge that the scope of business in which the Company and its affiliates are engaged as of the Effective Date is national and very competitive and one in which few companies can successfully compete. Competition by Employee in that business after the Employment Term would severely injure the Company and its affiliates. Accordingly, for a period of one year 24 months after Employee's employment terminates Date of Termination (the "Restricted Period"), for any reason whatsoever with the Company, whatsoever, except as otherwise stated herein below, Employee agrees: (1) (i) not to become an employee, consultant, advisor, principal, partner or substantial shareholder of any firm or business that directly competes with the Company or its affiliates in their principal products and markets; markets, where such employment, engagement, investment or interest (x) is in the same or a similar capacity to Employee's position at the Company; (y) may require Employee to disclose, or inevitably disclose, the Company's trade secrets or confidential proprietary information or (z) may impair the goodwill of the Company or otherwise interfere with its business and (2), (ii) on behalf of any such competitive firm or business, not to solicit any person or business that was at the time of such termination and remains a customer or prospective customer, a supplier or prospective supplier, or an employee of the Company or an affiliate, and with which or whom Employee had direct or indirect contact during the 12 months prior to Employee's termination. For sake of clarity, working, directly or indirectly, for any of the following entities shall not be considered competitive to the Company or its affiliates. affiliates for the purpose of this Section 13: the Company or its affiliates or their successors if this Agreement is assumed by a third party as contemplated by Section 21. View More
Non-Competition. (a) During Employment (a)During Term. During Foley agrees that, during the Employment Term Employee Term, he will devote such business time, attention and energies reasonably necessary to the diligent and faithful performance of the services to the Company and its affiliates, and he will not engage in any way whatsoever, directly or indirectly, in any business that is a direct competitor with the Company's or its affiliates' principal business, nor solicit customers, suppliers or employees of th...e Company or its affiliates on behalf of, or in any other manner work for or assist any business which is a direct competitor with the Company's or its affiliates' principal business. In addition, during the Employment Term, Employee Foley will undertake no planning for or organization of any business activity competitive with the work he performs as a director of the Company, and Foley will not combine or conspire with any other employee of the Company or any other person for the purpose of organizing any such competitive business activity. (b) After Employment (b)After Term. The parties acknowledge that Employee Foley will acquire substantial knowledge and information concerning the business of the Company and its affiliates as a result of employment. his services. The parties further acknowledge that the scope of business in which the Company and its affiliates are engaged as of the Effective Date is national and very competitive and one in which few companies can successfully compete. Competition by Employee Foley in that business after the Employment Term would severely injure the Company and its affiliates. Accordingly, for a period of one (1) year after Employee's employment Foley's services terminates for any reason whatsoever with the Company, Employee whatsoever, except as otherwise stated herein below, Foley agrees: (1) (i) not to become an employee, consultant, advisor, principal, partner or substantial shareholder of any firm or business that directly competes with the Company or its affiliates in their principal products and markets; and (2), (ii), on behalf of any such competitive firm or business, not to solicit any person or business that was at the time of such termination and remains a customer or prospective customer, a supplier or prospective supplier, or an employee of the Company or an affiliate. (c)Exclusion. Working, directly or indirectly, for any of the following entities shall not be considered competitive to the Company or its affiliates. affiliates for the purpose of this Section 12: (i) Fidelity National Information Services, Inc., Black Knight, ServiceLink, or their respective affiliates or successors; or (ii) the Company, its affiliates or their successors. View More
Non-Competition. The Executive agrees that during his employment by the Employer hereunder and, in the event of his termination other than by the Employer with or without Cause pursuant to Sections 3.2.1(a) or 3.2.1(b), or by the Executive for Good Reason pursuant to Section 3.2.2(a), for a period of twenty-four (24) months thereafter, the Executive will not (except on behalf of or with the prior written consent of the Employer), within the Area, either directly or indirectly, on his own behalf or in the service... or on behalf of others, as an executive employee or in any other capacity which involves duties and responsibilities similar to those undertaken for the Employer, engage in any business which is the same as or essentially the same as the Business of the Employer. Notwithstanding the foregoing, the Employer agrees that the Executive may own up to 5% of the voting shares of any financial institution engaged in the Business of the Employer in the Area. Notwithstanding the foregoing, this provision shall not apply following a Change in Control. Nor shall this provision apply if the Board of Directors provides the Executive with a Non-Renewal Notice pursuant to Section 3.1.1 and the Executive subsequently terminates his employment with the Employer following the expiration of the tern of this Agreement.View More
Non-Competition. The Executive agrees that during his employment by the Employer Bank hereunder and, in the event of his termination other than by the Employer Bank with or without Cause pursuant to Sections 3.2.1(a) or 3.2.1(b), or by the Executive for Good Reason pursuant to Section 3.2.2(a), for a period of twenty-four (24) months thereafter, the Executive will not (except on behalf of or with the prior written consent of the Employer), Bank), within the Area, either directly or indirectly, on his own behalf ...or in the service or on behalf of others, as an executive employee or in any other capacity which involves duties and responsibilities similar to those undertaken for the Employer, Bank, engage in any business which is the same as or essentially the same as the Business of the Employer. Bank. Notwithstanding the foregoing, the Employer Bank agrees that the Executive may own up to 5% of the voting shares of any financial institution engaged in the Business of the Employer Bank in the Area. Notwithstanding the foregoing, this provision shall not apply following a Change in Control. Nor shall this provision apply if the Board of Directors provides the Executive with a Non-Renewal Notice pursuant to Section 3.1.1 and the Executive subsequently terminates his employment with the Employer following the expiration of the tern of this Agreement. View More
Non-Competition. The Executive agrees that during his employment by the Employer hereunder and, in the event of his termination other than by the Employer with or without Cause pursuant to Sections 3.2.1(a) or 3.2.1(b), or by the Executive for Good Reason pursuant to Section 3.2.2(a), for a period of twenty-four (24) months thereafter, the Executive will not (except on behalf of or with the prior written consent of the Employer), within the Area, either directly or indirectly, on his own behalf or in the service... or on behalf of others, as an executive employee or in any other capacity which involves duties and responsibilities similar to those undertaken for the Employer, engage in any business which is the same as or essentially the same as the Business of the Employer. Notwithstanding the foregoing, the Employer agrees that the Executive may own up to 5% of the voting shares of any financial institution engaged in the Business of the Employer in the Area. Notwithstanding the foregoing, this provision shall not apply following a Change in Control. Nor shall this provision apply if the Board of Directors provides the Executive with a Non-Renewal Notice pursuant to Section 3.1.1 and the Executive subsequently terminates his employment with the Employer following the expiration of the tern of this Agreement. 10 7. Non-Solicitation of Customers. The Executive agrees that during the Executive's employment by the Employer hereunder and, in the event of the Executive's termination other than by the Employer with or without Cause pursuant to Sections 3.2.1(a) or 3.2.1(b), or by the Executive for Good Reason pursuant to Section 3.2.2(a), for a period of twenty-four (24) months thereafter, the Executive will not (except on behalf of or with the prior written consent of the Employer), on the Executive's own behalf or in the service or on behalf of others, solicit, divert or appropriate or attempt to solicit, divert or appropriate, directly or by assisting others, any business from any of the Employer's or its Affiliate's customers, including actively sought prospective customers, with whom the Executive has or had material contact during the last twelve (12) months of the Executive's employment, for purposes of providing products or services that are competitive with those provided by the Employer or its Affiliates. Notwithstanding the foregoing, this provision shall not apply following a Change in Control. View More
Non-Competition. The Executive Employee agrees that during his employment by the Employer hereunder and, in the event of his termination other than by the Employer with or without Cause pursuant to Sections 3.2.1(a) or Section 3.2.1(b), or by the Executive Employee for Good Reason Cause pursuant to Section 3.2.2(a), for a period of twenty-four (24) thirty-six (36) months thereafter, the Executive Employee will not (except on behalf of or with the prior written consent of the Employer), within the Area, either di...rectly or indirectly, on his own behalf or in the service or on behalf of others, as an executive employee or in any other capacity which involves duties and responsibilities similar to those undertaken for the Employer, engage in any business which is the same as or essentially the same as the Business of the Employer. Notwithstanding the foregoing, the Employer agrees that the Executive Employee may own up to 5% of the voting shares of any financial institution engaged in the Business of the Employer in the Area. Notwithstanding the foregoing, this provision shall not apply following a Change in Control. Nor shall this provision apply if the Board of Directors provides the Executive with a Non-Renewal Notice pursuant to Section 3.1.1 and the Executive subsequently terminates his employment with the Employer following the expiration of the tern of this Agreement.View More
Non-Competition. (a) As used herein, the term "Restriction Period" shall mean a period equal to: (i) the 12-month period immediately following the Termination Date if Executive's employment terminates under circumstances where he is not entitled to payments under Section 4 or 9 or (ii) the Severance Period if Executive's employment terminates under circumstances where he is entitled to payments under Section 4 or 9. (b) During the term of this Agreement and for the duration of the Restriction Period thereafter, ...Executive shall not, except with the prior written consent of the Company, directly or indirectly, own, manage, operate, join, control, finance or participate in the ownership, management, operation, control or financing of, or be connected as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise with, or use or permit Executive's name to be used in connection with, any business or enterprise which owns or operates, or is publicly seeking to own or operate, a gaming facility located within 150 miles of any facility in which Company or its affiliates owns or operates or is actively seeking to own or operate a facility at such time. (c) The foregoing restrictions shall not be construed to prohibit Executive's ownership of less than 5% of any class of securities of any corporation which is engaged in any of the foregoing businesses and has a class of securities registered pursuant to the Securities Exchange Act of 1934, provided that such ownership represents a passive investment and that neither Executive nor any group of persons including Executive in any way, either directly or indirectly, manages or exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes any part in its business, other than exercising Executive's rights as a shareholder, or seeks to do any of the foregoing. 3 (d) Executive acknowledges that the covenants contained in Sections 6 through 8 hereof are reasonable and necessary to protect the legitimate interests of the Company and its affiliates and, in particular, that the duration and geographic scope of such covenants are reasonable given the nature of this Agreement and the position that Executive will hold within the Company. Executive further agrees to disclose the existence and terms of such covenants to any employer that Executive works for during the Restriction Period.View More
Non-Competition. (a) As used herein, in this Section 8, the term "Restriction Period" shall mean a period equal to: (i) the 12-month six-month period immediately following the Termination Date if Executive's employment terminates under circumstances where he she is not entitled to payments under Section 4 5 or 9 10 or (ii) the Severance Period if Executive's employment terminates under circumstances where he she is entitled to payments under Section 4 5 or 9. 10. (b) During the term of this Agreement and for the... duration of the Restriction Period thereafter, Executive shall not, except with the prior written consent of the Company, directly or indirectly, own, manage, operate, join, control, finance or participate in the ownership, management, operation, control or financing of, or be connected as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise with, or use or permit Executive's name to be used in connection with, any business or enterprise which owns or operates, or is publicly seeking to own or operate, a gaming facility located within 150 miles of any facility in which Company or its affiliates owns or operates or is actively seeking to own or operate a facility at such time. (c) The foregoing restrictions shall not be construed to prohibit Executive's ownership of less than 5% of any class of securities of any corporation which is engaged in any of the foregoing businesses and has a class of securities registered pursuant to the Securities Exchange Act of 1934, provided that such ownership represents a passive investment and that neither Executive nor any group of persons including Executive in any way, either directly or indirectly, manages or exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes any part in its business, other than exercising Executive's rights as a shareholder, or seeks to do any of the foregoing. 3 (d) Executive acknowledges that the covenants contained in Sections 6 7 through 8 9 hereof are reasonable and necessary to protect the legitimate interests of the Company and its affiliates and, affiliates. Executive acknowledges, in particular, that the duration and geographic scope of such covenants are reasonable given the nature of this Agreement and the position that Executive will hold within the Company. Executive further agrees to disclose the existence and terms of such covenants to any employer that Executive works for during the Restriction Period. View More
Non-Competition. By accepting the Restricted Stock, the Employee agrees that during the Restricted Period (as defined below), the Employee will not, directly or indirectly, perform any job, task, function, skill, or responsibility for a Competing Business within the Restricted Territory that the Employee has provided for the Company (or its subsidiaries) within the twelve (12) month period immediately preceding the Employee's Termination Date. For purposes of this Restricted Stock Agreement, a Competing Business... shall mean any direct competitor of the Company which, in general, means a specialty retailer of: (i) better women's intimate apparel, sleepwear and bath and body products; or (ii) better women's apparel whose target customers are 35 years of age or older and have an annual household income of $75,000 or more. Competing Business includes, but is not limited to: The J. Jill Group, Inc., L Brands, Inc., Soft Surroundings Holdings, LLC, The Talbots, Inc., GAP, Inc., Victoria's Secret Stores, Inc., and Ascena Retail Group, Inc. The Restricted Period means the period immediately following the Employee's Termination Date, and is a six (6) month period for Vice Presidents and below; a twelve (12) month period for Senior, Group and Executive Vice Presidents; and a twenty-four (24) month period in case of the Chief Executive Officer. The Restricted Territory means where Company's products are marketed at the time of the Employee's termination. The Employee acknowledges that the foregoing restrictions may impair the Employee's ability to engage in certain business activities during the defined period, but acknowledges that these restrictions are reasonable consideration for the grant of the Restricted Stock hereunder.View More
Non-Competition. By accepting the Restricted Stock, the Employee Executive agrees that during the Restricted Period (as defined below), the Employee Executive will not, directly or indirectly, perform any job, task, function, skill, or responsibility for a Competing Business within the Restricted Territory that the Employee Executive has provided for the Company (or its subsidiaries) within the twelve (12) month period immediately preceding the Employee's Termination Date. last day of the Executive's Employment ...with the Company. For purposes of this Restricted Stock Agreement, a Competing Business shall mean any direct competitor of the Company which, in general, means a specialty retailer of: (i) better women's intimate apparel, sleepwear and bath and body products; or (ii) better women's apparel whose target customers are 35 years of age or older and have an annual household income of $75,000 or more. Competing Business includes, but is not limited to: The J. Jill Group, Inc., L Brands, Inc., Soft 7 Surroundings Holdings, LLC, The Talbots, Inc., GAP, Inc., Victoria's Secret Stores, Inc., and Ascena Retail Group, Inc. The Restricted Period means the period immediately following the Employee's Termination Date, and is a six (6) month period for Vice Presidents and below; a twelve (12) month period for Senior, Group and Executive Vice Presidents; and a twenty-four (24) month period in case immediately after the last day of the Chief Executive Officer. Executive's employment with the Company. The Restricted Territory means where Company's products are marketed at the time as of the Employee's termination. last day of the Executive's Employment with the Company. The Employee Executive acknowledges that the foregoing restrictions may impair the Employee's Executive's ability to engage in certain business activities during the defined period, but acknowledges that these restrictions are reasonable consideration for the grant of the Restricted Stock hereunder. View More
Non-Competition. a. Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company and its affiliates and accordingly agrees as follows: (1) During Executive's employment with the Company and, for a period of one year following the date Executive ceases to be employed by the Company (the "Restricted Period"), Executive will not, whether on Executive's own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or o...ther business organization, entity or enterprise whatsoever ("Person"), directly or indirectly solicit or assist in soliciting in competition with the Company, the business of any client or prospective client: (i) with whom Executive had personal contact or dealings on behalf of the Company during the one-year period preceding Executive's termination of employment; (ii) with whom employees reporting to Executive had personal contact or dealings on behalf of the Company during the one year immediately preceding the Executive's termination of employment; or (iii) for whom Executive had direct or indirect responsibility during the one year immediately preceding Executive's termination of employment. (2) During the Restricted Period, Executive will not directly or indirectly: 6 (i) engage in any business that competes with the business or businesses of the Company or any of its affiliates, namely in the testing, development and manufacturing services for the development, manufacture, distribution, marketing or sale of radiopharmaceutical products, contrast imaging agents and/or radioactive generators for the global medical imaging and pharmaceutical industries, and including, without limitation, businesses which the Company or its affiliates have specific plans to conduct in the future and as to which Executive is aware of such planning (a "Competitive Business"); (ii) enter the employ of, or render any services to, any Person (or any division or controlled or controlling affiliate of any Person) who or which engages in a Competitive Business; (iii) acquire a financial interest in, or otherwise become actively involved with, any Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or (iv) interfere with, or attempt to interfere with, business relationships (whether formed before, on or after the date of this Agreement) between the Company or any of its affiliates and customers, clients, suppliers, partners, members or investors of the Company or its affiliates. (3) Notwithstanding anything to the contrary in this Agreement, Executive may, directly or indirectly, own, solely as an investment, securities of any Person engaged in the business of the Company or its affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Executive (i) is not a controlling person of, or a member of a group which controls, such Person and (ii) does not, directly or indirectly, own 5% or more of any class of securities of such Person. (4) During the Restricted Period, Executive will not, whether on Executive's own behalf or on behalf of or in conjunction with any Person, directly or indirectly: i. solicit or encourage any employee or consultant of the Company or its affiliates to leave the employment of, or cease providing services to, the Company or its affiliates; or ii. hire any such employee or consultant who was employed by or providing services to the Company or its affiliates as of the date of Executive's termination of employment with the Company or who left the employment of or ceased providing services to the Company or its affiliates coincident with, or within one year prior to or after, the termination of Executive's employment with the Company. iii. It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 9 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed 7 amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein. The provisions of this Section 9 shall survive the termination of this Agreement and Executive's employment for any reason.View More
Non-Competition. a. Executive acknowledges and recognizes the highly competitive that (i) Executive performs services of a unique nature of the businesses of for the Company that are irreplaceable, and its affiliates that Executive's performance of such services to a competing business will result in irreparable harm to the Company, (ii) Executive has had and accordingly agrees as follows: (1) During will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately ...assist in competition against the Company, (iii) in the course of Executive's employment with by or service to a competitor, Executive would inevitably use or disclose such Confidential Information, (iv) the Company and, has substantial relationships with its customers and Executive has had and will continue to have access to these customers, (v) Executive has received and will receive specialized training from the Company, and (vi) Executive has generated and will continue to generate goodwill for a period of one year following the date Executive ceases to be employed by the Company in the course of Executive's Service. Accordingly, during Executive's Service and for eighteen (18) months following a termination of Executive's Service for any reason (the "Restricted Period"), Executive will not, whether on Executive's own behalf or on behalf of or not engage in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever ("Person"), activities, directly or indirectly solicit (whether as an employee, consultant, officer, director, partner, joint venturer, manager, member, principal, agent, or assist independent contractor, individually, in soliciting concert with others, or in any other manner) within the same line or lines of business for which the Executive performed services for the Company and in a capacity that is similar to the capacity in which the Executive was employed by the Company with any person or entity that competes with the Company in the consumer packaged food and beverage industry ("Competitive Business") anywhere within the same geographic territory(ies) for which the Executive performed services for the Company (the "Restricted Territory"). Notwithstanding the foregoing, nothing herein shall prohibit Executive from being a passive owner of not more than three percent (3%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company, so long as Executive has no active participation in the business of such corporation.3.NON-SOLICITATION. During the Restricted Period, Executive agrees that Executive shall not, except in the furtherance of Executive's duties to the Company, directly or indirectly, individually or on behalf of any client other person, firm, corporation or prospective client: (i) other entity, solicit, aid, induce, assist in the solicitation of, or accept any business (other than on behalf of the Company) from, any customer or potential customer of the Company to purchase goods or services then sold by the Company from another person, firm, corporation or other entity or, directly or indirectly, in any way request, suggest or advise any such customer to withdraw or cancel any of their business or refuse to continue to do business with whom the Company. This restriction shall apply to customers or potential customers who, during the two (2) years immediately preceding the Executive's termination, had been assigned to the Executive by the Company, or with which the Executive had personal contact or dealings on behalf of the Company during while an Executive of the one-year period preceding Executive's termination of employment; (ii) with whom employees reporting to Company, or about which the Executive had personal contact or dealings on behalf of the Company during the one year immediately preceding the Executive's termination of employment; or (iii) for whom Executive had direct or indirect responsibility during the one year immediately preceding Executive's termination of employment. (2) During the Restricted Period, Executive will not directly or indirectly: 6 (i) engage in any business that competes with the business or businesses of the Company or any of its affiliates, namely in the testing, development and manufacturing services for the development, manufacture, distribution, marketing or sale of radiopharmaceutical products, contrast imaging agents and/or radioactive generators for the global medical imaging and pharmaceutical industries, and including, without limitation, businesses which the Company or its affiliates have specific plans access to conduct in the future and as to which Executive is aware of such planning (a "Competitive Business"); (ii) enter the employ of, or render any services to, any Person (or any division or controlled or controlling affiliate of any Person) who or which engages in a Competitive Business; (iii) acquire a financial interest in, or otherwise become actively involved with, any Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or (iv) interfere with, or attempt to interfere with, business relationships (whether formed before, on or after the date of this Agreement) between the Company or any of its affiliates and customers, clients, suppliers, partners, members or investors of the Company or its affiliates. (3) Notwithstanding anything to the contrary in this Agreement, Executive may, directly or indirectly, own, solely as an investment, securities of any Person engaged in the business of the Company or its affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Executive (i) is not a controlling person of, or a member of a group which controls, such Person and (ii) does not, directly or indirectly, own 5% or more of any class of securities of such Person. (4) During the Restricted Period, Executive will not, whether on Executive's own behalf or on behalf of or in conjunction with any Person, directly or indirectly: i. solicit or encourage any employee or consultant of the Company or its affiliates to leave the employment of, or cease providing services to, the Company or its affiliates; or ii. hire any such employee or consultant who was employed confidential information by or providing services to the Company or its affiliates as of the date of Executive's termination of employment with the Company or who left the employment of or ceased providing services to the Company or its affiliates coincident with, or within one year prior to or after, the termination virtue of Executive's employment with the Company. iii. It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 9 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed 7 amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein. The provisions of this Section 9 shall survive the termination of this Agreement and Executive's employment for any reason.View More
Non-Competition. a. Executive acknowledges The provisions of this Section 13 and recognizes the highly competitive nature any related provisions shall survive termination of the businesses of the Company and its affiliates and accordingly agrees as follows: (1) During this Agreement and/or Executive's employment with the Company and, and do not supersede, but are in addition to and not in lieu of, any other agreements signed by Executive concerning non-competition, confidentiality, solicitation of employees, or ...trade secrets, and are included in consideration for a period of one year following the date Executive ceases to be employed by the Company entering into this Agreement. Executive's right to receive and retain the benefits specified in this Agreement is conditioned upon Executive's compliance with the terms of this Section 13: (a) Non-Compete. (1) During the Executive's employment with the Company and during the period beginning on the Date of Termination and ending one (1) year thereafter (the "Restricted "Non-Compete Period"), the Executive will shall not, whether on Executive's own behalf without prior written approval of the Board, become an officer, employee, agent, partner, or director of, or provide any services or advice to or for or on behalf of, any business enterprise in substantial direct competition (as defined in Section 13(a)(2)) with the Company. The above constraint shall not prevent the Executive from making passive investments, not to exceed five percent (5%) of the total equity value, in any enterprise where Executive's services or advice is not required or provided. (2) For purposes of this Section 13(a), a business enterprise with which the Executive becomes associated as an officer, employee, agent, partner, or director of, or provide any services or advice to or for or on behalf of, shall be considered in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever ("Person"), directly or indirectly solicit or assist in soliciting in substantial direct competition with the Company, the business of Company if such entity owns, operates or manages long-term acute care hospitals, nursing facilities, inpatient rehabilitation hospitals, or provides contract rehabilitation therapy services, home health services or hospice services within any client state or prospective client: (i) with whom Executive had personal contact or dealings on behalf of country where the Company during the one-year period preceding Executive's termination or any of employment; (ii) with whom employees reporting to Executive had personal contact or dealings on behalf of the Company during the one year immediately preceding the Executive's termination of employment; or (iii) for whom Executive had its direct or indirect responsibility subsidiaries or affiliates has any such hospital or facility or provides any such services as of the Date of Termination. (3) During the Executive's employment with the Company and during the one year immediately preceding Executive's termination Non-Compete Period, the Executive shall not, without prior written approval of employment. (2) During the Restricted Period, Executive will not Board, directly or indirectly: 6 (i) engage in indirectly, solicit, provide to, take away, or attempt to take away or provide to any business that competes with the business customer or businesses solicited prospect of the Company or any of its affiliates, namely in the testing, development and manufacturing services for the development, manufacture, distribution, marketing direct or sale indirect subsidiaries any business of radiopharmaceutical products, contrast imaging agents and/or radioactive generators for the global medical imaging and pharmaceutical industries, and including, without limitation, businesses a type which the Company or its affiliates have specific plans to conduct in the future and as to which Executive is aware of such planning (a "Competitive Business"); (ii) enter the employ of, subsidiary provides or render any services to, any Person (or any division or controlled or controlling affiliate of any Person) who markets or which engages is in a Competitive Business; (iii) acquire a financial interest in, substantial direct competition with any business then engaged in (or product or otherwise become actively involved with, any Competitive Business, directly services marketed or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or (iv) interfere with, or attempt planned to interfere with, business relationships (whether formed before, on or after the date of this Agreement) between be marketed) by the Company or any of its affiliates and customers, clients, suppliers, partners, members direct or investors of indirect subsidiaries; or induce or attempt to induce any such customer to reduce such customer's business with that business entity, or divert any such customer's business from the Company and its direct or its affiliates. (3) Notwithstanding anything to indirect subsidiaries; or discuss that subject with any such customer. 12 (b) Non-Solicit. During the contrary in this Agreement, Executive's employment with the Company and during the Non-Compete Period, Executive may, shall not directly or indirectly, own, solely as an investment, securities of any Person engaged in the business of the Company or its affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Executive (i) is not a controlling person of, or a member of a group which controls, such Person and (ii) does not, directly or indirectly, own 5% or more of any class of securities of such Person. (4) During the Restricted Period, Executive will not, whether on Executive's own behalf individually or on behalf of any person other than the Company, aid or in conjunction with any Person, directly or indirectly: i. endeavor to solicit or encourage induce any employee or consultant of the Company Company's or its affiliates affiliates' employees to leave the employment of, or cease providing services to, the Company or its affiliates; or ii. hire any such employee or consultant who was employed by or providing services to the Company or its affiliates as of the date of Executive's termination of their employment with the Company or who left the employment of or ceased providing services such affiliates in order to the Company or its affiliates coincident with, or within one year prior to or after, the termination of Executive's accept employment with the Company. iii. It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 9 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed 7 amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine person, corporation, limited liability company, partnership, sole proprietorship or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein. The provisions of this Section 9 shall survive the termination of this Agreement and Executive's employment for any reason. entity. View More
Non-Competition. a. (a) Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company and its affiliates and accordingly agrees as follows: (1) During (i) Executive will not, within twenty-four months following the termination of Executive's employment with the Company and, for a period of one year following (the "Post-Termination Period") or during the date Executive ceases to be employed by Employment Term (collectively with the Company (the Post-Termination Period, the "...Restricted Period"), Executive will not, whether on Executive's accept an employment or consulting relationship (or own behalf or on behalf of have any financial interest in), directly or in conjunction indirectly, with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever ("Person"), directly or indirectly solicit or assist which derives at least 10% of its revenue from engaging in soliciting in competition with the Company, the business of any client or prospective client: (i) home respiratory therapy, home infusion therapy, and home medical equipment that is competitive with whom Executive had personal contact or dealings on behalf of the Company during and its subsidiaries within the one-year period preceding Executive's termination of employment; United States (a "Competitive Business"). (ii) with whom employees reporting to Executive had personal contact or dealings on behalf of the Company during the one year immediately preceding the Executive's termination of employment; or (iii) for whom Executive had direct or indirect responsibility during the one year immediately preceding Executive's termination of employment. (2) During the Restricted Period, Executive will not initiate or respond to communications with any of the employees of the Company or its subsidiaries who earned annually $50,000 or more as a Company or subsidiary employee during the twelve-month period prior to the termination of such employee's employment with the Company, for the purpose of soliciting such employee, or facilitating the hiring of any such employee, to work for any other business, individual, partnership, firm, corporation, or other entity. (iii) During the Restricted Period, Executive will not influence or attempt to influence customers of the Company or its subsidiaries or any of its present or future subsidiaries or affiliates, either directly or indirectly: 6 (i) engage indirectly, to divert their business to any individual, partnership, firm, corporation or other entity then in any business that competes competition with the business or businesses of the Company or any subsidiary or affiliate of its affiliates, namely in the testing, development and manufacturing services for Company. (iv) During the development, manufacture, distribution, marketing Restricted Period, Executive will not, other than as required by law or sale by order of radiopharmaceutical products, contrast imaging agents and/or radioactive generators for the global medical imaging and pharmaceutical industries, and including, without limitation, businesses which a court or other competent authority, make or publish, or cause any other person to make or publish, any statement that is disparaging or that reflects negatively upon the Company or its affiliates have specific plans affiliates, or that is or reasonably would be expected to conduct in be damaging to the future and as to which Executive is aware of such planning (a "Competitive Business"); (ii) enter the employ of, or render any services to, any Person (or any division or controlled or controlling affiliate of any Person) who or which engages in a Competitive Business; (iii) acquire a financial interest in, or otherwise become actively involved with, any Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or (iv) interfere with, or attempt to interfere with, business relationships (whether formed before, on or after the date of this Agreement) between the Company or any of its affiliates and customers, clients, suppliers, partners, members or investors reputation of the Company or its affiliates. (3) Notwithstanding anything to the contrary in this Agreement, Executive may, directly or indirectly, indirectly own, solely as an investment, securities of any Person person engaged in the business of the Company or its affiliates a Competitive Business which are publicly traded on a national or regional stock exchange 8 or on the over-the-counter market if Executive (i) is not a controlling person of, or a member of a group which controls, such Person person and (ii) does not, directly or indirectly, own 5% or more of any class of securities of such Person. (4) During the Restricted Period, Executive will not, whether on Executive's own behalf or on behalf of or in conjunction with any Person, directly or indirectly: i. solicit or encourage any employee or consultant of the Company or its affiliates to leave the employment of, or cease providing services to, the Company or its affiliates; or ii. hire any such employee or consultant who was employed by or providing services to the Company or its affiliates as of the date of Executive's termination of employment with the Company or who left the employment of or ceased providing services to the Company or its affiliates coincident with, or within one year prior to or after, the termination of Executive's employment with the Company. iii. person. (b) It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 9 8 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction jurisdiction, that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed 7 amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein. (c) The period of time during which the provisions of this Section 9 8 shall survive be in effect shall be extended by the termination length of this Agreement and Executive's employment time during which Executive is in breach of the terms hereof as determined by any court of competent jurisdiction on the Company's application for any reason. injunctive relief. View More
Non-Competition. a. Non-Competition. The Executive covenants and agrees that, during the Executive's employment hereunder and for a period of one (1) year thereafter (to the extent permitted by law), the Executive will not at any time, in the United States or any other jurisdiction in which the Company. the Parent or their respective corporate controlled affiliates is engaged or has reasonably firm plans to engage in business, whether as a principal, investor, employee, consultant, independent contractor, office...r, director, board member, manager, partner, agent, or otherwise, alone or in association with any other person, firm, corporation, or business organization, work for, become employed by, engage in, carry on, provide services to, or assist in any manner (whether or not for compensation or gain) a person or entity that engages in any business in which the Company, the Parent, or any of their corporate controlled affiliates is engaged (a "Competing Business"), where Executive's position or service for such Competing Business relates to Executive's positions with or the types of services performed by the Executive for the Company, the Parent, or any of their corporate controlled affiliates, or is otherwise competitive with the Company's, the Parent's, or any of their corporate controlled affiliates' products or services; provided, however, that the foregoing will not prohibit the Executive from (i) serving on a board of directors (or comparative bodies) of other entities where the Parent has given prior permission, (ii) after the occurrence of both a Change of Control (as defined in Section 11) and the termination of the Executive's employment, being employed by (A) a campus-based institution of higher education that derives no more than twenty percent (20%) of its revenues from online education, provided, that the Executive is not predominantly engaged in supporting the online education, or (B) an online learning company that does not provide higher education, or (iii) serving as a faculty member, "scholar in residence" or similar academic position, provide, that the Executive does not engage in administrative matters, other than to a de minimis extent. Notwithstanding the foregoing, the ownership by the Executive of less than one percent (1%) of the outstanding stock of any corporation listed on a national securities exchange shall not be deemed a violation of this Section 9(a). 4 b. Injunctive Relief. In the event the restrictions against engaging in a competitive activity contained in Section 9(a) hereof shall be determined by any court of competent jurisdiction to be unenforceable by reason of their extending for too great a period of time or over too great a geographical area or by reason of their being too extensive in any other respect, Section 9(a) hereof shall be interpreted to extend only over the maximum period of time for which it may be enforceable and over the maximum geographical area as to which it may be enforceable and to the maximum extent in all other respects as to which it may be enforceable, all as determined by the court in the action. c. Non-Solicitation. The Executive covenants and agrees that the Executive will not, during the Executive's employment and for a period of one (1) year thereafter solicit, induce, entice, or encourage or attempt to solicit, induce, entice, or encourage any employee of the Company or Parent or any of the Company, the Parent, or any of their corporate controlled affiliates to render services for any other person, firm, entity, or corporation or to terminate her employment with the Company, the Parent, or any of their corporate controlled affiliates.View More
Non-Competition. a. Non-Competition. The Executive covenants and agrees that, during the Executive's employment hereunder and for a period of one (1) year twenty-four (24) months thereafter (to the extent permitted by law), the Executive will not at any time, in the United States or any other jurisdiction in which the Company. the Parent Company or their respective its corporate controlled affiliates is engaged or has reasonably firm plans to engage in business, whether as a principal, investor, employee, consul...tant, independent contractor, officer, director, board member, manager, partner, agent, or otherwise, alone or in association with any other person, firm, corporation, or business organization, work for, become employed by, engage in, carry on, provide services to, or assist in any manner (whether or not for compensation or gain) a person or entity that engages in any business in which the Company, the Parent, Company or any of their its corporate controlled affiliates is engaged as of the Date of Termination (as defined below) (a "Competing Business"), where Executive's position or service for such Competing Business relates to Executive's positions with or the types of services performed by the Executive for the Company, the Parent, Company or any of their its corporate controlled affiliates, or is otherwise competitive with the Company's, the Parent's, Company's or any of their its corporate controlled affiliates' products or services; provided, however, that the foregoing will not prohibit the Executive from (i) serving on a board of directors (or comparative comparable bodies) of other entities where the Parent Company has given prior permission, (ii) after the occurrence of both a Change of Control (as defined in Section 11) and the termination of the Executive's employment, being employed by (A) a campus-based institution of higher education that derives no more than twenty percent (20%) of its revenues from online education, permission; provided, further, that the foregoing will not prohibit the Executive from serving as a consultant (in her individual capacity and not as an employee, partner, or other service provider to an entity providing services) where Executive is not predominantly engaged providing consulting services to (1) a business or entity in supporting direct or indirect competition with the online education, products and services of the Company as of the Date of Termination (as defined below), or (B) an online learning company (2) a business or entity that does not provide higher education, is on the Date of Termination, or (iii) serving as was in the 12-month period prior to the Date of Termination (as defined below), a faculty member, "scholar in residence" customer, client, partner or similar academic position, provide, prospect with whom there has meaningful engagement of the Company; and provided, further, that the Executive does foregoing covenants and agreements in this Section 9(a) will not engage be in administrative matters, other than to a de minimis extent. effect at any time when the Company is in material breach of its obligations under Section 11(d) below. Notwithstanding the foregoing, the ownership by the Executive of less than one percent (1%) of the outstanding stock of any corporation listed on a national securities exchange shall not be deemed a violation of this Section 9(a). 4 6 Execution Version b. Injunctive Relief. The Company shall be entitled to injunctive relief to protect its rights under this Section 9 without the necessity of posting a bond. In the event the restrictions against engaging in a competitive activity contained in Section 9(a) hereof shall be determined by any court of competent jurisdiction to be unenforceable by reason of their extending for too great a period of time or over too great a geographical area or by reason of their being too extensive in any other respect, Section 9(a) hereof shall be interpreted to extend only over the maximum period of time for which it may be enforceable and over the maximum geographical area as to which it may be enforceable and to the maximum extent in all other respects as to which it may be enforceable, all as determined by the court in the action. c. Non-Solicitation. The Executive covenants and agrees that the Executive will not, during the Executive's employment and for a period of one (1) year twenty-four (24) months thereafter solicit, induce, entice, or encourage or attempt to solicit, induce, entice, or encourage any employee of the Company or Parent or any of the Company, the Parent, or any of their its corporate controlled affiliates to render services for any other person, firm, entity, or corporation or to terminate her his employment with the Company, the Parent, Company or any of their its corporate controlled affiliates. View More
Non-Competition. As part of the consideration for the compensation and benefits to be paid to the Executive hereunder, and in order to protect the Confidential Information, business goodwill and business opportunities of the Company, the Executive agrees that, during the Term, he will not, directly or indirectly, engage in or become interested financially in, as a principal, employee, partner, contractor, shareholder, agent, manager, owner, advisor, lender, guarantor, officer, or director, any business (other th...an the Company) that is engaged in leasing, acquiring, exploring, producing, gathering, or marketing hydrocarbons and/or related products; provided, however, that the Executive shall be entitled to continue to invest in those entities as set forth on Exhibit B, if any, and to invest in stocks, bonds, or other securities in any such business (without participating in such business) if: (a) such stocks, bonds, or other securities are listed on any United States securities exchange or are publicly traded in an over the counter market; and such investment does not exceed, in the case of any capital stock of any one issuer, five percent of the issued and outstanding capital stock, or in the case of bonds or other securities, five percent of the aggregate principal amount thereof issued and outstanding; or (b) such investment is 3 completely passive and no control or influence over the management or policies of such business is exercised.View More
Non-Competition. As part of the consideration for the compensation and benefits to be paid to the Executive hereunder, and in order to protect the Confidential Information, business goodwill and business opportunities of the Company, the Executive agrees that, during the Term, he will not, directly or indirectly, engage in or become interested financially in, as a principal, employee, partner, contractor, shareholder, agent, manager, owner, advisor, lender, guarantor, officer, or director, any business (other th...an the Company) that is engaged in leasing, acquiring, exploring, producing, gathering, or marketing hydrocarbons and/or related products; provided, however, that the Executive shall be entitled to continue to invest in those entities as set forth on Exhibit B, if any, and to invest in stocks, bonds, or other securities in any such business (without participating in such business) if: (a) such stocks, bonds, or other securities are listed on any United States securities exchange or are publicly traded in an over the counter market; and such investment does not exceed, in the case of any capital stock of any one issuer, five percent of the issued and outstanding capital stock, or in the case of bonds or other securities, five percent of the aggregate principal amount thereof issued and outstanding; or (b) such investment is 3 completely passive and no control or influence over the management or policies of such business is exercised. 4 8. Non-Solicitation. Executive agrees that he will not, at any time during the Term, or at any time within six months after the termination of his employment, for his own account or benefit or for the account or benefit of any other person, firm or entity, directly or indirectly, solicit for employment any employee of the Company (or any person who was an employee of the Company in the 90-day period before such solicitation) or induce any employee of the Company (or any person who was an employee of the Company in the 90-day period before such inducement) to terminate his employment with the Company. Notwithstanding the above, the restrictions relating to persons employed in the 90-day period referenced in the parentheticals in the immediately preceding sentence shall not apply to a person who was a party to an employment agreement with the Company and who terminates his employment for Good Reason or is terminated by the Company without Cause. The rights and obligations of the parties under this paragraph shall survive the expiration or termination of this Agreement for any reason. View More
Non-Competition. You agree and undertake that you will not, so long as you are a member of the Board and for a period of 12 months following termination of this Agreement for whatever reason, directly or indirectly as owner, partner, joint venture, stockholder, employee, broker, agent principal, corporate officer, director, licensor or in any other capacity whatsoever, engage in, become financially interested in, be employed by, or have any connection with any business or venture that is engaged in any activitie...s involving services or products which compete, directly or indirectly, with the services or products provided or proposed to be provided by the Company or its subsidiaries or affiliates; provided, however, that you may own securities of any public corporation which is engaged in such business but in an amount not to exceed at any one time, one percent of any class of stock or securities of such company, so long as you has no active role in the publicly owned company as director, employee, consultant or otherwise.View More
Non-Competition. You agree and undertake that you will not, so long as you are a member of the Board and for a period of 12 months following termination of this Agreement for whatever reason, directly or indirectly as owner, partner, joint venture, stockholder, shareholder, employee, broker, agent principal, corporate officer, director, licensor licensor, or in any other capacity whatsoever, engage in, become financially interested in, be employed by, or have any connection with any business or venture that is e...ngaged in any activities involving services or products which compete, directly or indirectly, with the services or products provided or proposed to be provided by the Company or its subsidiaries or affiliates; affiliates in the People's Republic of China, the United States, and the Kingdom of Jordan; provided, however, that you may own securities of any public corporation which is engaged in such business but in an amount not to exceed at any one time, one percent of any class of stock or securities of such company, so long as you has no active role in the publicly owned company as director, employee, consultant consultant, or otherwise. View More
Non-Competition. You agree and undertake that you will not, so long as you are a member of the Board and for a period of 12 months following termination of this Agreement for whatever reason, directly or indirectly as owner, partner, joint venture, stockholder, employee, broker, agent principal, corporate officer, director, licensor or in any other capacity whatsoever, engage in, become financially interested in, be employed by, or have any connection with any business or venture that is engaged in any activitie...s involving services or products which compete, directly or indirectly, with the services or products provided or proposed to be provided by the Company or its subsidiaries or affiliates; provided, however, that you may own securities of any public corporation which is engaged in such business but in an amount not to exceed at any one time, one percent of any class of stock or securities of such company, so long as you has no active role in the publicly owned company as director, employee, consultant or otherwise. 2 8. Non-Solicitation. So long as you are a member of the Board and for a period of 12 months thereafter, you shall not directly or indirectly solicit for employment any individual who was an employee of the Company during your tenure. View More
Non-Competition. You agree and undertake that you will not, so long as you are a member of the Board and for a period of 12 months following termination of this Agreement for whatever reason, directly or indirectly as owner, partner, joint venture, stockholder, employee, broker, agent principal, corporate officer, director, licensor or in any other capacity whatsoever, engage in, become financially interested in, be employed by, or have any connection with any business or venture that is engaged in any activitie...s involving services or products which compete, directly or indirectly, with the services or products provided or proposed to be provided by the Company or its subsidiaries or affiliates; provided, however, that you may own securities of any public corporation which is engaged in such business but in an amount not to exceed at any one time, one percent of any class of stock or securities of such company, so long as you has no active role in the publicly owned company as director, employee, consultant or otherwise. 2 8. Non-Solicitation. So long as you are a member of the Board and for a period of 12 months thereafter, you shall not directly or indirectly solicit for employment any individual who was an employee of the Company during your tenure. View More
Non-Competition. In accepting the benefits provided in this Agreement, and in consideration of those benefits, Employee agrees that during her employment with the Company or its Affiliates, and for the period of one (1) year following Employee's termination of employment for any reason, or such longer period of non-competition as is included in any offer letter or any other agreement between Employee and the Company or its Affiliates, Employee will not directly or indirectly, own, manage, operate, control (inclu...ding indirectly through a debt, equity investment, or otherwise), provide services to, or be employed by, any person or entity engaged in any business that (i) conducts or is planning to conduct a business in competition with any business conducted or planned by the Company or any of its Affiliates including but not limited to any business or Company engaged in the business of energy storage solutions, battery manufacturing, battery and energy storage solutions distribution and battery technologies; or (ii) designs, develops, produces, distributes, offers for sale or sells a product or service that can be used as a substitute for, or is generally intended to satisfy the same customer needs for, any one or more products or services designed, developed, manufactured, produced, distributed or offered for sale or sold by any of the Company's businesses (1) that is located in a region where Employee had substantial responsibilities during the twenty-four (24) month period preceding Employee's Termination Date, and (2) for which employee (A) was materially involved in during the twenty- four (24) month period preceding Employee's Termination Date, or (B) had knowledge of operations or substantial exposure to during the twenty-four (24) month period preceding Employee's Termination Date.View More
Non-Competition. In accepting the benefits provided in this Agreement, and in consideration of those benefits, Employee Executive agrees that during her employment with the Company or its Affiliates, and for the period of one (1) year period following Employee's termination the Date of employment for any reason, Termination, or such longer period of non-competition as is included in any offer letter or any other agreement between Employee Executive and the Company or its Affiliates, Employee Company, Executive w...ill not directly or indirectly, own, manage, operate, control (including indirectly through a debt, equity investment, or otherwise), provide services to, or be employed by, any person or entity engaged in any business that (i) conducts or is planning to conduct a business in competition with any business conducted or planned by the Company or any of its Affiliates including but not limited to any business or Company engaged in the business of energy storage solutions, battery manufacturing, battery and energy storage solutions distribution and battery technologies; or (ii) designs, develops, produces, distributes, offers for sale or sells a product or service that can be used as a substitute for, or is generally intended to satisfy the same customer needs for, any one or more products or services designed, developed, manufactured, produced, distributed or offered for sale or sold by any of the Company's businesses (1) that is located in a region where Employee Executive had substantial responsibilities during the twenty-four (24) month period preceding Employee's Executive's Termination Date, and (2) for which employee Executive (A) was materially involved in during the twenty- four twenty-four (24) month period preceding Employee's Executive's Termination Date, or (B) had knowledge of operations or substantial exposure to during the twenty-four (24) month period preceding Employee's Executive's Termination Date. Date, unless Executive's management has used its discretion to waive the application of this provision in writing. View More
