Noncompetition Contract Clauses (1,330)

Noncompetition. 13.1 Competition Restriction. During Officer's employment with Umpqua and its affiliates and for the period of time in which Officer is entitled to payment of the Severance Benefit or Change in Control Benefit, Officer shall not engage in any activity as an officer, 9 director, owner (except for an ownership of less than three percent of any publicly traded security), employee, consultant, or otherwise of a financial services company (or, to Officer's knowledge, proposed to be) in competition... with Umpqua or its affiliates with an office or doing business within 50 miles of any office or branch of Umpqua or of any of its subsidiaries in existence at the time of termination of Officer's employment. 13.2 Breach. Notwithstanding any other provision of this Agreement, in the event that Officer breaches any of the restrictive covenants contained in Section 13.1, Officer shall forfeit, and Umpqua and its affiliates shall be immediately released of their obligation to pay or provide, any unpaid Severance Benefit or Change in Control Benefit, and Officer shall be required to immediately return any compensation already paid in respect thereof. 13.3 Subsequent Employer Notification. Officer agrees to give Umpqua, at the time of termination of employment, a declaration under penalty of perjury of the name of Officer's new employer, if known, or if not known, that subsequent employer is not known. Officer further agrees to disclose to Umpqua, during the period of payment of the Severance Benefit or Change in Control Benefit, the name of any subsequent employer, wherever located and regardless of whether such employer is a competitor of Umpqua. 13.4 Acknowledgment of Notice. Officer acknowledges that she was informed in writing received at least two weeks before the first day of employment that a non-competition agreement is required as a condition of employment. View More

Noncompetition. During the period (the "Restricted Period") from the consummation of the transactions contemplated by the Merger Agreement (the "Closing") and continuing until the six (6) month anniversary of the date on which the Restricted Party is no longer an employee or director of the Covered Parties, the Restricted Party shall not, directly or indirectly, engage or invest in, own, manage, operate, finance, control, or participate in the ownership, management, operation, financing, or control of, or be... employed by, any business (other than a Covered Party) that is primarily engaged in the Business (a "Competitive Enterprise"); provided, that the Restricted Party may (a) purchase or otherwise acquire, as a passive investment, up to (but not more than) five percent (5%) of any class of securities of any Competitive Enterprise that are listed on a national securities exchange or traded on a national market system (but without otherwise participating in the activities of such enterprise) or (b) acquire, invest in, own, manage, operate, finance, control, or participate in the ownership, management, operation, financing, or control of, or be employed by, any business that provides electronic payment processing services so long as (I) the revenues or gross profits derived by such business from merchants in the payday lending, installment lending, buy-here, pay-here auto lending, collections, debt recovery and accounts receivable management industries (the "Covered Industries") do not exceed fifteen percent (15%) of the total revenue or total gross profits, respectively, of such business during any twelve-month period during the Restricted Period and (II) the Restricted Party is not directly involved, in any material respect, in any such activities with respect to the Covered Industries. View More

Noncompetition. The Executive covenants and agrees that while the Executive remains employed by the Company or its subsidiary and for a period of 18 months following the termination of the Executive's employment, the Executive shall not, directly or indirectly own any interest in, operate, join, control, or participate as a partner, director, principal, officer, or agent of, enter into the employment of, act as a consultant to, or perform any services for any entity which is a general acute care hospital... system or is in the general acute care hospital or general acute care hospital management business. Notwithstanding anything herein to the contrary, the foregoing provisions of this Section 3 shall not prevent the Executive from (a) acquiring securities representing not more than 5% of the outstanding voting securities of any publicly held corporation or (b) working as an accountant or an attorney for a law or accounting firm.4. Entire Agreement. This Noncompetition Agreement contains all the understandings between the parties hereto pertaining to the matters referred to herein, and shall supersede all undertakings and agreements, whether oral or in writing, previously entered into by them with respect thereto. The Executive represents that, in executing this Noncompetition Agreement, he does not rely and has not relied upon any representation or statement not set forth herein made by the Company with regard to the subject matter, bases or effect of this Noncompetition Agreement or otherwise. View More

Noncompetition. During the Retention Period Employee will not act as a proprietor, investor, director, officer, employee, substantial stockholder, consultant, or partner in any business engaged to a material extent in direct competition with Nordson in any market in any line of business engaged in by Nordson during the Retention Period.

Noncompetition. During the Term and the terms of any extensions or renewals of this Agreement and for a period of three years after Executive's employment with the Bank or Company has terminated, Executive will not, directly or indirectly, as a shareholder, director, officer, employee, proprietor, partner, member, agent, consultant, lessor, creditor or otherwise (a) provide management, supervisory or other similar services to any person or entity conducting a banking or lending business in counties in which... the Bank or Company or a subsidiary of Company had a branch or office during the term of this Agreement; 7 (b) persuade or entice, or attempt to persuade or entice any employee of the Bank, Company or a subsidiary of Company to terminate his/her employment with the Bank, Company or a subsidiary of the Company; (c) persuade or entice or attempt to persuade or entice any person or entity with whom Executive had pre-termination communications to change, terminate, cancel, rescind or revoke its banking or contractual relationships with the Bank, Company or a subsidiary of Company. View More

Noncompetition. During the term of your employment by the Company, and for six (6) months immediately following the date on which your employment relationship with the Company ends, you shall not directly or indirectly, whether as an officer, director, stockholder, partner, proprietor, associate, representative, consultant (except for consulting arrangements previously approved in writing by the Company), or in any capacity whatsoever engage in, become financially interested in, be employed by or have any... business connection with any other person, corporation, firm, partnership or other entity whatsoever which were known by you to compete with the Company, throughout the world, in any line of business engaged in (or planned to be engaged in) relating to topical or injectable botulinum or the use of a nanoemulsion to deliver a pharmaceutical or cosmeceutical by the Company 3 at the time of the your termination; provided, however, that anything above to the contrary notwithstanding, you may own, as a passive investor, securities of any competitor corporation, so long as your direct holdings in any one such corporation shall not in the aggregate constitute more than 1% of the voting stock of such corporation. During this one (6) month period following termination of employment, you will have the obligation to inform the Company of your work activities for compliance purposes with this non-competition agreement. Your duties under this Section 5 shall survive termination of your employment with the Company. View More

Noncompetition. By and in consideration of the salary and benefits to be provided by the Company hereunder, including the severance arrangements set forth herein, and further in consideration of the Executive's exposure to the proprietary information of the Company, the Executive agrees, unless the Executive requests in writing to the Board, and is thereafter authorized in writing to do so by the Board, that (a) during his employment under this Agreement, and (b)(i) for the one year period following the... termination of employment prior to a Change in Control or (ii) the two year period following the termination of employment following a Change in Control, the Executive shall not directly or indirectly, own, manage, operate, join, control or participate in the ownership, management, operation or control of, or be employed or otherwise connected in any manner with, including without limitation as a consultant, any business which at any relevant time during said period directly or indirectly competes with the Company or any of its affiliates in any country in which the Company does business. Notwithstanding the foregoing, the Executive shall not be prohibited during the non-competition period described above from being a passive investor where he owns not more than five percent of the issued and outstanding capital stock of any publicly-held company. The Executive further agrees that during said period, the Executive shall not, directly or indirectly, solicit or induce, or attempt to solicit or induce, any employee of the Company to terminate employment with the Company or hire any employee of the Company. View More

Noncompetition. Because Employee's services to the Company are special and because Employee has access to the Company's confidential information, Employee covenants and agrees that during Employee's employment with the Company and until the end of a one-year period following the termination of Employee's employment with the Company for any reason, Employee shall not, without the prior written consent of the Company (which shall be authorized by approval of the Board of Directors of the Company, including the... approval of a majority of the independent Directors of the Company), directly or indirectly: (a) engage, participate or assist in, either individually or as an owner, partner, employee, consultant, director, officer, trustee, or agent of any business that engages or attempts to engage in, directly or indirectly, the acquisition, development, construction, operation, management, or leasing of any commercial real estate property in any of the Company's Markets (as hereinafter defined) on the Date of Termination; 11 (b) intentionally interfere with, disrupt or attempt to disrupt the relationship, contractual or otherwise, between the Company or its affiliates and any tenant, supplier, contractor, lender, employee, or governmental agency or authority; or (c) call upon, compete for, solicit, divert, or take away, or attempt to divert or take away any of the tenants or employees of the Company or its affiliates, either for himself or for any other business, operation, corporation, partnership, association, agency, or other person or entity. "Market" as used herein means an area covering a 25 mile radius around (x) any property or land owned by the Company, under development by the Company or with respect to which the Company has an agreement or option to acquire a property, development or land or (y) any property or development for which the Company provides third party development or management services; provided that for any such property, development or land located in New York City, no such radial area shall extend beyond New York City. This Paragraph 10 shall not be interpreted to prevent Employee from engaging in Minority Interest Passive Investments or any other activity permitted under Subparagraph 2(b). This Paragraph 10 shall survive the termination of this Agreement. Notwithstanding anything to the contrary herein, the noncompetition provision of this Paragraph 10 shall not apply if Employee's employment terminates after a Change in Control. View More

Noncompetition. Subject to written waivers that may be provided by the Company upon request, which shall not be unreasonably withheld or delayed, the Consultant agrees that during the term of this Agreement and for a period of six months after the termination of this Agreement, the Consultant shall not directly or indirectly (i) provide any services in the Field of Interest to any Person other than the Company, or (ii) become an owner, partner, 4 shareholder, consultant, agent, employee or co-venturer of any... Person that has committed, or intends to commit, significant resources to the Field of Interest. Notwithstanding the foregoing, the Consultant may purchase as a passive investment up to one percent (1%) of any class or series of outstanding voting securities of any Person that has committed significant resources to the Field of Interest if such class or series is listed on a national or regional securities exchange or publicly traded in the "over-the-counter" market. View More

Noncompetition. (a) In consideration of the execution of this Agreement, the Executive's continued employment with the Company Group and the benefits provided herein, the Executive agrees that during the Term, and for a period of two (2) years thereafter (the "Restricted Period"), absent the Company's prior written approval, he shall not (as principal, agent, employee, consultant or otherwise), directly or indirectly, engage in activities with, or render services to, any business engaged or about to become... engaged in the business of producing or distributing projection and sound systems or films for large screen theaters, designing or supplying motion simulation theaters, producing or distributing films for movie rides (collectively, "Competitive Business"); provided, however, that, notwithstanding the foregoing, the Executive may (i) have equity interests in companies engaged in a Competitive Business so long as he is not employed by and does not consult with such companies in areas related to the Competitive Business, (ii) render consulting services to or be employed by a company engaged in a Competitive Business so long as he is not employed in, or rendering services related to, the Competitive Business of such company or (iii) perform usual investment banking services for a company engaged in a Competitive Business. (b) Without intending to limit the remedies available to the Company Group, the Executive agrees that a breach of this Section 6 may result in material and irreparable injury to the Company for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and that, in the event of such a breach or threat thereof, the Company shall be entitled to seek a temporary restraining order or a preliminary or permanent injunction, or both, without bond or other security, restraining the Executive from engaging in activities prohibited by this Section 6 or such other relief as may be required specifically to enforce any of the covenants contained in this Agreement. Such injunctive relief in any court shall be available to the Company in lieu of, or prior to or pending determination in, any arbitration proceeding. (c) In addition to the remedies the Company may seek and obtain pursuant to this Section 6, the Restricted Period shall be extended by any and all periods during which the Executive shall be found by a court or arbitrator possessing personal jurisdiction over him to have been in violation of the covenants contained in Section 6 of this Agreement. View More