Non-Competition and Non-Solicitation. During the Term and for a period of one year following the date of termination of Employee’s employment with the Company and/or the termination of this Agreement, for any reason and whether voluntary or involuntary: (a) the Employee shall not in the United States or in any country in which the Company shall then be doing business, directly or indirectly, enter the employ of, or render any services to, any person, firm or corporation engaged in any business that is competitive with the business of the Company or of any of its subsidiaries or affiliates of which the Employee may become an employee or officer during the Term; Employee shall not engage in such business on Employee’s own account; and Employee shall not become interested in any such business, directly or indirectly, as an individual, partner, shareholder, director, officer, principal, agent, employee, trustee, consultant, or any other relationship or capacity; provided, however, that nothing contained in this Section 10 shall be deemed to prohibit the Employee from acquiring, solely as an investment, shares of capital stock of any public corporation; (b) neither the Employee nor any Affiliate of the Employee shall solicit or utilize, or assist any person in any way to solicit or utilize, the services, directly or indirectly, of any of the Company's directors, key advisors, officers or employees (collectively, "Associates of the Company"). This non-solicitation and non-utilization provision shall not apply to Associates of the Company who have previously terminated their relationship with the Company. The above covenants will apply to the Employee, regardless of the circumstances under which the employment ends or this Agreement is terminated. 10.1 If the Employee commits a breach, or threatens to commit a breach, of any of the provisions of this Section 10, the Company shall have the following rights and remedies: 10.1.1 The right and remedy to have the provisions of this Agreement specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to the Company and that money damages shall not provide an adequate remedy to the Company; and 10.1.2 The right and remedy immediately to cease providing the salary continuation payments and other benefits under Sections 6.1 and 6.2 of this Agreement and to require the Employee to repay to the Company any such payments and benefits that already have been provided as of the time the Company learns of Employee’s breach of this Section 10. 10.1.3 The right and remedy and to require the Employee to account for and pay over to the Company all compensation, profits, monies, accruals, increments or other benefits (collectively "Benefits") derived or received by the Employee as the result of any transactions constituting a breach of any of the provisions of the preceding paragraph, and the Employee hereby agrees to account for and pay over such Benefits to the Company. Each of the rights and remedies enumerated above shall be independent of the other, and shall be severally enforceable, and all of such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company under law or in equity. 10.2 If any of the covenants contained in Section 8, 9 or 10, or any part thereof, is hereafter construed to be invalid or unenforceable, the same shall not affect the remainder of the covenant or covenants, which shall be given full effect without regard to the invalid portions. 10.3 If any of the covenants contained in Section 8, 9 or 10, or any part thereof, is held to be unenforceable because of the duration of such provision or the area covered thereby, the parties agree that the court making such determination shall have the power to reduce the duration and/or area of such provision and, in its reduced form, such provision shall then be enforceable. 10.4 The parties hereto intend to and hereby confer jurisdiction to enforce the covenants contained in Sections 8, 9 and 10 upon the courts of any state within the geographical scope of such covenants. In the event that the courts of any one or more of such states shall hold any such covenant wholly unenforceable by reason of the breadth of such scope or otherwise, it is the intention of the parties hereto that such determination not bar or in any way affect the Company's right to the relief provided above in the courts of any other states within the geographical scope of such covenants, as to breaches of such covenants in such other respective jurisdictions, the above covenants as they relate to each state being, for this purpose, severable into diverse and independent covenants. 10.5 The covenants in Sections 8, 9, and 10 are conditions of Employee’s continued employment with the Company, and they are not tied to Employee’s performance of any particular position, role or job; therefore, the covenants in Sections 8, 9, and 10 shall survive any change in Employee’s position, title, compensation, benefits, role, or responsibilities and shall remain in full force and effect following any such change. By continuing in the Company’s employ, Employee continually re-affirms the intention to be bound by these ongoing covenants.
Appears in 7 contracts
Sources: Executive Employment Agreement (Ariad Pharmaceuticals Inc), Executive Employment Agreement (Ariad Pharmaceuticals Inc), Executive Employment Agreement (Ariad Pharmaceuticals Inc)
Non-Competition and Non-Solicitation. During 6.1 Employee agrees that he will not:
(i) anywhere the Term Company does business, including but not limited to Williston Basin and the Rocky Mountain Region, engage, directly or indirectly, alone or as a shareholder (other than as a holder of less than ten percent (10%) of the common stock of any publicly traded corporation), partner, officer, director, employee, consultant or advisor, or otherwise in any way participate in or become associated with, any other business organization that is engaged or becomes engaged in any business that is the same or substantially identical business of the Company, or is directly competitive with, any business activity that the Company is conducting at the time of Employee’s termination or has notified Employee that it proposes to conduct and for which the Company has, prior to the time of such termination, expended substantial resources (the “Designated Industry”),
(ii) divert to any competitor of the Company any customer of the Company, or
(iii) solicit any employee, consultant or independent contractor of the Company to change its relationship with the Company, or hire or offer employment to, or a consulting or independent contractor relationship with, any person to whom Employee actually knows the Company has offered employment; provided, however, that this provision does not apply to any employee, consultant or independent contractor of the Company who responds to a general solicitation for an advertised position provided Employee has not otherwise engaged in conduct prohibited by this Section 6.
6.2 Employee agrees to be bound by the provisions of this Section 6 in consideration for the Company’s employment of Employee, payment of the compensation and benefits provided under Section 3 and Section 4 above and the covenants and agreements set forth herein. The provisions of this Section 6 shall apply during the term of Employee’s employment with the Company and for a period of one year two (2) years following the date of termination of Employee’s employment with the Company and/or for any reason, whether such termination is at the initiative of Employee or the Company or before or after expiration of the Term. The parties agree that the provisions of this Section 6 shall survive any termination of this Agreement, for any reason and whether voluntary or involuntary: (a) the Employee shall not in the United States or in any country in which the Company shall then will continue to be doing business, directly or indirectly, enter the employ of, or render any services to, any person, firm or corporation engaged in any business that is competitive with the business of the Company or of any of its subsidiaries or affiliates of which the Employee may become an employee or officer during the Term; Employee shall not engage in such business on Employee’s own account; and Employee shall not become interested in any such business, directly or indirectly, as an individual, partner, shareholder, director, officer, principal, agent, employee, trustee, consultant, or any other relationship or capacity; provided, however, that nothing contained in this Section 10 shall be deemed to prohibit the Employee from acquiring, solely as an investment, shares of capital stock of any public corporation; (b) neither the Employee nor any Affiliate of the Employee shall solicit or utilize, or assist any person in any way to solicit or utilize, the services, directly or indirectly, of any of the Company's directors, key advisors, officers or employees (collectively, "Associates of the Company"). This non-solicitation and non-utilization provision shall not apply to Associates of the Company who have previously terminated their relationship with the Company. The above covenants will apply to the Employee, regardless of the circumstances under which the employment ends or this Agreement is terminated.
10.1 If the Employee commits a breach, or threatens to commit a breach, of any of bound by the provisions of this Section 10, 6 until their expiration and Employee shall not be entitled to any compensation from the Company shall have the following rights and remedies:with respect thereto except as provided under this Agreement.
10.1.1 The right and remedy to have 6.3 Employee acknowledges that the provisions of this Agreement specifically enforced by any court having equity jurisdiction, it being acknowledged Section 6 are essential to protect the business and agreed that any such breach or threatened breach shall cause irreparable injury to the Company and that money damages shall not provide an adequate remedy to goodwill of the Company; and
10.1.2 The right and remedy immediately to cease providing the salary continuation payments and other benefits under Sections 6.1 and 6.2 of this Agreement and to require the Employee to repay to the Company . If at any such payments and benefits that already have been provided as of the time the Company learns of Employee’s breach provisions of this Section 10.
10.1.3 The right and remedy and to require the Employee to account for and pay over to the Company all compensation, profits, monies, accruals, increments or other benefits (collectively "Benefits") derived or received by the Employee as the result of any transactions constituting a breach of any of the provisions of the preceding paragraph, and the Employee hereby agrees to account for and pay over such Benefits to the Company. Each of the rights and remedies enumerated above 6 shall be independent of the other, and shall be severally enforceable, and all of such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company under law or in equity.
10.2 If any of the covenants contained in Section 8, 9 or 10, or any part thereof, is hereafter construed determined to be invalid or unenforceable, the same shall not affect the remainder of the covenant or covenants, which shall be given full effect without regard to the invalid portions.
10.3 If any of the covenants contained in Section 8, 9 or 10, or any part thereof, is held to be unenforceable because of the duration of such provision or the area covered thereby, the parties agree that the court making such determination shall have the power to reduce the duration and/or area of such provision and, in its reduced form, such provision shall then be enforceable.
10.4 The parties hereto intend to and hereby confer jurisdiction to enforce the covenants contained in Sections 8, 9 and 10 upon the courts of any state within the geographical scope of such covenants. In the event that the courts of any one or more of such states shall hold any such covenant wholly unenforceable by reason of the breadth of such scope being vague or otherwiseunreasonable as to area, it is the intention of the parties hereto that such determination not bar duration or in any way affect the Company's right to the relief provided above in the courts of any other states within the geographical scope of such covenantsactivity, as to breaches of such covenants in such other respective jurisdictions, the above covenants as they relate to each state being, for this purpose, severable into diverse and independent covenants.
10.5 The covenants in Sections 8, 9, and 10 are conditions of Employee’s continued employment with the Company, and they are not tied to Employee’s performance of any particular position, role or job; therefore, the covenants in Sections 8, 9, and 10 Section 6 shall survive any change in Employee’s position, title, compensation, benefits, role, or responsibilities be considered divisible and shall remain in full force become and effect following any be immediately amended to only such change. By continuing in the Company’s employarea, Employee continually re-affirms the intention duration and scope of activity as shall be determined to be bound reasonable and enforceable by these ongoing covenantsthe court or other body having jurisdiction over the matter; and Employee agrees that this Section 6 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein.
Appears in 7 contracts
Sources: Employment Agreement (Dakota Plains Holdings, Inc.), Employment Agreement (Dakota Plains Holdings, Inc.), Employment Agreement (Dakota Plains Holdings, Inc.)
Non-Competition and Non-Solicitation. During In consideration of the Term salary paid to the Executive by the Company, the Executive agrees that during the term of the Employment and for a period of one year twelve (12) months following the date of termination of Employee’s employment with the Company and/or the termination of this Agreement, the Employment for any reason and whether voluntary or involuntary: whatever reason:
(a) The Executive will not approach clients, customers or contacts of the Employee shall not Company or the Group, users of the Company’s or the Group’s services, or other persons or entities introduced to the Executive in the United States Executive’s capacity as a representative of the Company or the Group for the purposes of doing business with such persons or entities which will harm the business relationship between the Company or the Group and such persons and/or entities;
(b) the Executive will not assume employment with or provide services as a director, consultant or otherwise for any Competitor, or engage, whether as principal, partner, licensor or otherwise, in any country in which Competitor; and
(c) the Company shall then be doing businessExecutive will not seek, directly or indirectly, enter by the employ ofoffer of alternative employment or other inducement whatsoever, to solicit the services of any officer, director, or render employee of or consultant to the Company or any services tomember of the Group employed or engaged as at or after the date of such termination, any person, firm or corporation engaged in any the twelve (12) months preceding such termination. The provisions contained in Section 9 are considered reasonable by the Executive in order to protect the legitimate business that is competitive with the business interest of the Company or of any of its subsidiaries or affiliates of which the Employee may become an employee or officer during the Term; Employee shall not engage in such business on Employee’s own account; and Employee shall not become interested in any such business, directly or indirectly, as an individual, partner, shareholder, director, officer, principal, agent, employee, trustee, consultant, or any other relationship or capacity; provided, however, that nothing contained in this Section 10 shall be deemed to prohibit the Employee from acquiring, solely as an investment, shares of capital stock of any public corporation; (b) neither the Employee nor any Affiliate of the Employee shall solicit or utilize, or assist any person in any way to solicit or utilize, the services, directly or indirectly, of any of the Company's directors, key advisors, officers or employees (collectively, "Associates of the Company"). This non-solicitation and non-utilization provision shall not apply to Associates of the Company who have previously terminated their relationship with the Company. The above covenants will apply to the Employee, regardless of the circumstances under which the employment ends or this Agreement is terminated.
10.1 If the Employee commits a breach, or threatens to commit a breach, of any of the provisions of this Section 10, the Company shall have the following rights and remedies:
10.1.1 The right and remedy to have the provisions of this Agreement specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to the Company and that money damages shall not provide an adequate remedy to the Company; and
10.1.2 The right and remedy immediately to cease providing the salary continuation payments and other benefits under Sections 6.1 and 6.2 of this Agreement and to require the Employee to repay to the Company any such payments and benefits that already have been provided as of the time the Company learns of Employee’s breach of this Section 10.
10.1.3 The right and remedy and to require the Employee to account for and pay over to the Company all compensation, profits, monies, accruals, increments or other benefits (collectively "Benefits") derived or received by the Employee as the result of any transactions constituting a breach of any of the provisions of the preceding paragraph, and the Employee hereby agrees to account for and pay over such Benefits to the Company. Each of the rights and remedies enumerated above shall be independent of the other, and shall be severally enforceable, and all of such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company under law or in equity.
10.2 If any of the covenants contained in Section 8, 9 or 10, or any part thereof, is hereafter construed to be invalid or unenforceable, the same shall not affect the remainder of the covenant or covenants, which shall be given full effect without regard to the invalid portions.
10.3 If any of the covenants contained in Section 8, 9 or 10, or any part thereof, is held to be unenforceable because of the duration of such provision or the area covered thereby, the parties agree that the court making such determination shall have the power to reduce the duration and/or area of such provision and, in its reduced form, such provision shall then be enforceable.
10.4 The parties hereto intend to and hereby confer jurisdiction to enforce the covenants contained in Sections 8, 9 and 10 upon the courts of any state within the geographical scope of such covenantsGroup. In the event that the courts of any one or more of such states shall hold any such covenant wholly unenforceable by reason provisions should be found to be void under applicable laws but would be valid if some part thereof was deleted or the period or area of application reduced, such provisions shall apply with such modification as may be necessary to make them valid and effective. This Section 9 shall survive the termination of this Agreement for any reason. In the event the Executive breaches this Section 9, the Executive acknowledges that there will be no adequate remedy at law, and the Company or the applicable member of the breadth of Group shall be entitled to injunctive relief and/or a decree for specific performance, and such scope other relief as may be proper (including monetary damages if appropriate). In any event, the Company or otherwise, it is the intention any applicable member of the parties hereto that such determination not bar or in any way affect the Company's Group shall have right to the relief provided above in the courts of any other states within the geographical scope of such covenants, as to breaches of such covenants in such other respective jurisdictions, the above covenants as they relate to each state being, for this purpose, severable into diverse and independent covenantsseek all remedies permissible under applicable law.
10.5 The covenants in Sections 8, 9, and 10 are conditions of Employee’s continued employment with the Company, and they are not tied to Employee’s performance of any particular position, role or job; therefore, the covenants in Sections 8, 9, and 10 shall survive any change in Employee’s position, title, compensation, benefits, role, or responsibilities and shall remain in full force and effect following any such change. By continuing in the Company’s employ, Employee continually re-affirms the intention to be bound by these ongoing covenants.
Appears in 6 contracts
Sources: Employment Agreement (Fashionista Distributor Holdings Inc.), Employment Agreement (Fashionista Distributor Holdings Inc.), Employment Agreement (Indonesia Energy Corp LTD)
Non-Competition and Non-Solicitation. During the Term and for a period of one year following the date of termination of Employee’s employment with the Company and/or the termination of this Agreement, or nonrenewal for any reason and whether voluntary or involuntary: (other than termination pursuant to Section 5.1(a): (a) the Employee shall not in the United States or in any country in which the Company shall then be doing business, directly or indirectly, enter the employ of, or render any services to, any person, firm or corporation engaged in any business that is competitive with the business of the Company or of any of its subsidiaries or affiliates of which the Employee may become an employee or officer during the Term; Employee he shall not engage in such business on Employee’s his own account; and Employee he shall not become interested in any such business, directly or indirectly, as an individual, partner, shareholder, director, officer, principal, agent, employee, trustee, consultant, or any other relationship or capacity; provided, however, that nothing contained in this Section 10 shall be deemed to prohibit the Employee from acquiring, solely as an investment, shares of capital stock of any public corporation; (b) neither the Employee nor any Affiliate of the Employee shall solicit or utilize, or assist any person in any way to solicit or utilize, the services, directly or indirectly, of any of the Company's directors, key advisorsconsultants, members of the Board of Scientific and Medical Advisors, officers or employees (collectively, "Associates of the Company"). This non-solicitation nonsolicitation and non-utilization nonutilization provision shall not apply to Associates of the Company who have previously terminated their relationship with the Company. The above covenants will apply to the Employee, regardless of the circumstances under which the employment ends or this Agreement is terminated.
10.1 If the Employee commits a breach, or threatens to commit a breach, of any of the provisions of this Section 10, the Company shall have the following rights and remedies:
10.1.1 The right and remedy to have the provisions of this Agreement specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to the Company and that money damages shall not provide an adequate remedy to the Company; and
10.1.2 The right and remedy immediately to cease providing the salary continuation payments and other benefits under Sections 6.1 and 6.2 of this Agreement and to require the Employee to repay to the Company any such payments and benefits that already have been provided as of the time the Company learns of Employee’s breach of this Section 10.
10.1.3 The right and remedy and to require the Employee to account for and pay over to the Company all compensation, profits, monies, accruals, increments or other benefits (collectively "Benefits") derived or received by the Employee as the result of any transactions constituting a breach of any of the provisions of the preceding paragraph, and the Employee hereby agrees to account for and pay over such Benefits to the Company. Each of the rights and remedies enumerated above shall be independent of the other, and shall be severally enforceable, and all of such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company under law or in equity.
10.2 If any of the covenants contained in Section 8, 9 or 10, or any part thereof, is hereafter construed to be invalid or unenforceable, the same shall not affect the remainder of the covenant or covenants, which shall be given full effect without regard to the invalid portions.
10.3 If any of the covenants contained in Section 8, 9 or 10, or any part thereof, is held to be unenforceable because of the duration of such provision or the area covered thereby, the parties agree that the court making such determination shall have the power to reduce the duration and/or area of such provision and, in its reduced form, such provision shall then be enforceable.
10.4 The parties hereto intend to and hereby confer jurisdiction to enforce the covenants contained in Sections 8, 9 and 10 upon the courts of any state within the geographical scope of such covenants. In the event that the courts of any one or more of such states shall hold any such covenant wholly unenforceable by reason of the breadth of such scope or otherwise, it is the intention of the parties hereto that such determination not bar or in any way affect the Company's right to the relief provided above in the courts of any other states within the geographical scope of such covenants, as to breaches of such covenants in such other respective jurisdictions, the above covenants as they relate to each state being, for this purpose, severable into diverse and independent covenants.
10.5 The covenants in Sections 8, 9, and 10 are conditions of Employee’s continued employment with the Company, and they are not tied to Employee’s performance of any particular position, role or job; therefore, the covenants in Sections 8, 9, and 10 shall survive any change in Employee’s position, title, compensation, benefits, role, or responsibilities and shall remain in full force and effect following any such change. By continuing in the Company’s employ, Employee continually re-affirms the intention to be bound by these ongoing covenants.
Appears in 5 contracts
Sources: Executive Employment Agreement (Ariad Pharmaceuticals Inc), Executive Employment Agreement (Ariad Pharmaceuticals Inc), Executive Employment Agreement (Ariad Pharmaceuticals Inc)
Non-Competition and Non-Solicitation. During (a) While employed by the Term Company and for a period of one year following thereafter (the date of termination of Employee’s employment “Restricted Period”), the Executive shall not engage in Competition with the Company and/or the termination of this Agreementor any Subsidiary. “Competition” shall mean engaging in any activity, except as provided below, for any reason and whether voluntary or involuntary: (a) the Employee shall not in the United States or in any country in which a Competitor of the Company or any Subsidiary, whether as an employee, consultant, principal, agent, officer, director, partner, shareholder (except as a less than five percent shareholder of a publicly traded company) or otherwise (together “Employment”). A “Competitor” shall then be doing businessmean any corporation or other entity which derives at least 35% or more of its revenues from the conduct of business which competes, directly or indirectly, enter the employ of, or render any services to, any person, firm or corporation engaged in any business that is competitive with the business conducted by the Company, as determined on the Date of Termination of the Executive’s employment unless the Executive does not oversee or manage activities of such entity which are competitive with activities of the Company or of Subsidiary. If the Executive commences Employment with any of its subsidiaries entity that is not a Competitor at the time the Executive initially becomes employed or affiliates of which the Employee may become an employee or officer during the Term; Employee shall not engage in such business on Employee’s own account; and Employee shall not become interested in any such business, directly or indirectly, as an individual, partner, shareholder, director, officerbecomes a consultant, principal, agent, employeeofficer, trusteedirector, consultantpartner, or any other relationship shareholder of the entity, future activities of such entity shall not result in a violation of this provision unless (i) such activities were contemplated by the Executive at the time the Executive initially commenced Employment or capacity; provided(ii) the Executive commences overseeing or managing the activities of an entity which becomes a Competitor during the Restricted Period, howeverwhich activities are competitive with the activities of the Company or Subsidiary. In addition, that nothing contained in this Section 10 the Executive may be employed by, or otherwise associated with, non-competing portions of the competing entity so long as he does not oversee, manage or contribute to the competing activities of the Competitor. The Executive shall not be deemed to prohibit be overseeing, managing or contributing to the Employee from acquiring, solely as an investment, shares of capital stock of any public corporation; (b) neither Competitor’s activities which are competitive with the Employee nor any Affiliate of the Employee shall solicit or utilize, or assist any person in any way to solicit or utilize, the services, directly or indirectly, of any of the Company's directors, key advisors, officers or employees (collectively, "Associates of the Company"). This non-solicitation and non-utilization provision shall not apply to Associates activities of the Company who have previously terminated their relationship or Subsidiary so long as he does not regularly participate in any discussions with the Company. The above covenants will apply to the Employee, regardless of the circumstances under which the employment ends or this Agreement is terminated.
10.1 If the Employee commits a breach, or threatens to commit a breach, of any of the provisions of this Section 10, the Company shall have the following rights and remedies:
10.1.1 The right and remedy to have the provisions of this Agreement specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to the Company and that money damages shall not provide an adequate remedy to the Company; and
10.1.2 The right and remedy immediately to cease providing the salary continuation payments and other benefits under Sections 6.1 and 6.2 of this Agreement and to require the Employee to repay to the Company any such payments and benefits that already have been provided as of the time the Company learns of Employee’s breach of this Section 10.
10.1.3 The right and remedy and to require the Employee to account for and pay over to the Company all compensation, profits, monies, accruals, increments or other benefits (collectively "Benefits") derived or received by the Employee as the result of any transactions constituting a breach of any of the provisions of the preceding paragraph, and the Employee hereby agrees to account for and pay over such Benefits to the Company. Each of the rights and remedies enumerated above shall be independent of the other, and shall be severally enforceable, and all of such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company under law or in equity.
10.2 If any of the covenants contained in Section 8, 9 or 10, or any part thereof, is hereafter construed to be invalid or unenforceable, the same shall not affect the remainder of the covenant or covenants, which shall be given full effect without regard to the invalid portions.
10.3 If any of the covenants contained in Section 8, 9 or 10conduct of, or take any part thereof, is held act intended to be unenforceable because of facilitate the duration of such provision or the area covered therebysuccess of, the parties agree that the court making such determination shall have the power to reduce the duration and/or area of such provision and, in its reduced form, such provision shall then be enforceablecompeting business.
10.4 The parties hereto intend to and hereby confer jurisdiction to enforce the covenants contained in Sections 8, 9 and 10 upon the courts of any state within the geographical scope of such covenants. In the event that the courts of any one or more of such states shall hold any such covenant wholly unenforceable by reason of the breadth of such scope or otherwise, it is the intention of the parties hereto that such determination not bar or in any way affect the Company's right to the relief provided above in the courts of any other states within the geographical scope of such covenants, as to breaches of such covenants in such other respective jurisdictions, the above covenants as they relate to each state being, for this purpose, severable into diverse and independent covenants.
10.5 The covenants in Sections 8, 9, and 10 are conditions of Employee’s continued employment with the Company, and they are not tied to Employee’s performance of any particular position, role or job; therefore, the covenants in Sections 8, 9, and 10 shall survive any change in Employee’s position, title, compensation, benefits, role, or responsibilities and shall remain in full force and effect following any such change. By continuing in the Company’s employ, Employee continually re-affirms the intention to be bound by these ongoing covenants.
Appears in 5 contracts
Sources: Employment Agreement (Blue Earth, Inc.), Employment Agreement (Blue Earth, Inc.), Employment Agreement (Blue Earth, Inc.)
Non-Competition and Non-Solicitation. During In consideration of the Term salary paid to the Executive by the Company, the Executive agrees that during the term of the Employment and for a period of one year two (2) years following the date of termination of Employee’s employment with the Company and/or the termination of this Agreement, the Employment for any reason and whether voluntary or involuntary: whatever reason:
(a) The Executive will not approach clients, customers or contacts of the Employee shall not Company or the Group, users of the Company’s or the Group’s services, or other persons or entities introduced to the Executive in the United States Executive’s capacity as a representative of the Company or the Group for the purposes of doing business with such persons or entities which will harm the business relationship between the Company or the Group and such persons and/or entities;
(b) the Executive will not assume employment with or provide services as a director, consultant or otherwise for any Competitor, or engage, whether as principal, partner, licensor or otherwise, in any country in which Competitor; and
(c) the Company shall then be doing businessExecutive will not seek, directly or indirectly, enter by the employ ofoffer of alternative employment or other inducement whatsoever, to solicit the services of any officer, director, or render employee of or consultant to the Company or any services tomember of the Group employed or engaged as at or after the date of such termination, any person, firm or corporation engaged in any the two (2) years preceding such termination. The provisions contained in Section 10 are considered reasonable by the Executive in order to protect the legitimate business that is competitive with the business interest of the Company or of any of its subsidiaries or affiliates of which and the Employee may become an employee or officer during Group. In the Term; Employee shall not engage in such business on Employee’s own account; and Employee shall not become interested in event that any such businessprovisions should be found to be void under applicable laws but would be valid if some part thereof was deleted or the period or area of application reduced, directly or indirectly, such provisions shall apply with such modification as an individual, partner, shareholder, director, officer, principal, agent, employee, trustee, consultant, or any other relationship or capacity; provided, however, that nothing contained in this may be necessary to make them valid and effective. This Section 10 shall be deemed to prohibit survive the Employee from acquiring, solely as an investment, shares termination of capital stock of any public corporation; (b) neither the Employee nor any Affiliate of the Employee shall solicit or utilize, or assist any person in any way to solicit or utilize, the services, directly or indirectly, of any of the Company's directors, key advisors, officers or employees (collectively, "Associates of the Company"). This non-solicitation and non-utilization provision shall not apply to Associates of the Company who have previously terminated their relationship with the Company. The above covenants will apply to the Employee, regardless of the circumstances under which the employment ends or this Agreement is terminated.
10.1 If for any reason. In the Employee commits a breach, or threatens to commit a breach, of any of event the provisions of Executive breaches this Section 10, the Company shall have the following rights and remedies:
10.1.1 The right and remedy to have the provisions of this Agreement specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed Executive acknowledges that any such breach or threatened breach shall cause irreparable injury to the Company and that money damages shall not provide an there will be no adequate remedy to the Company; and
10.1.2 The right and remedy immediately to cease providing the salary continuation payments and other benefits under Sections 6.1 and 6.2 of this Agreement and to require the Employee to repay to the Company any such payments and benefits that already have been provided as of the time the Company learns of Employee’s breach of this Section 10.
10.1.3 The right and remedy and to require the Employee to account for and pay over to the Company all compensation, profits, monies, accruals, increments or other benefits (collectively "Benefits") derived or received by the Employee as the result of any transactions constituting a breach of any of the provisions of the preceding paragraphat law, and the Employee hereby agrees to account for and pay over such Benefits to Company or the Company. Each applicable member of the rights and remedies enumerated above Group shall be independent entitled to injunctive relief and/or a decree for specific performance, and such other relief as may be proper (including monetary damages if appropriate). In any event, the Company or any applicable member of the other, and shall be severally enforceable, and all of such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company under law or in equity.
10.2 If any of the covenants contained in Section 8, 9 or 10, or any part thereof, is hereafter construed to be invalid or unenforceable, the same shall not affect the remainder of the covenant or covenants, which shall be given full effect without regard to the invalid portions.
10.3 If any of the covenants contained in Section 8, 9 or 10, or any part thereof, is held to be unenforceable because of the duration of such provision or the area covered thereby, the parties agree that the court making such determination Group shall have the power to reduce the duration and/or area of such provision and, in its reduced form, such provision shall then be enforceable.
10.4 The parties hereto intend to and hereby confer jurisdiction to enforce the covenants contained in Sections 8, 9 and 10 upon the courts of any state within the geographical scope of such covenants. In the event that the courts of any one or more of such states shall hold any such covenant wholly unenforceable by reason of the breadth of such scope or otherwise, it is the intention of the parties hereto that such determination not bar or in any way affect the Company's right to the relief provided above in the courts of any other states within the geographical scope of such covenants, as to breaches of such covenants in such other respective jurisdictions, the above covenants as they relate to each state being, for this purpose, severable into diverse and independent covenantsseek all remedies permissible under applicable law.
10.5 The covenants in Sections 8, 9, and 10 are conditions of Employee’s continued employment with the Company, and they are not tied to Employee’s performance of any particular position, role or job; therefore, the covenants in Sections 8, 9, and 10 shall survive any change in Employee’s position, title, compensation, benefits, role, or responsibilities and shall remain in full force and effect following any such change. By continuing in the Company’s employ, Employee continually re-affirms the intention to be bound by these ongoing covenants.
Appears in 4 contracts
Sources: Employment Agreement (YanGuFang International Group Co., LTD), Employment Agreement (YanGuFang International Group Co., LTD), Employment Agreement (YanGuFang International Group Co., LTD)
Non-Competition and Non-Solicitation. During Participant agrees to comply fully with any written agreement between the Term Company and the Participant which provides for post-termination of employment restrictions against solicitation or competition (the “Restrictive Covenant Agreement”); provided, however, that if no such Restrictive Covenant Agreement exists, the Participant shall not for a period of one year following the date of [six (6)] [twelve (12)] [eighteen (18)] months after termination of Employee’s employment by Company, either himself or together with the Company and/or the termination of this Agreement, for any reason and whether voluntary or involuntary: (a) the Employee shall not in the United States or in any country in which the Company shall then be doing businessother persons, directly or indirectly: (i) own, enter manage, operate, finance, join, control or participate in the employ ofownership, management, operation, financing, or render any services to, any person, firm control of or corporation engaged in any business that is competitive with the business of the Company or of any of its subsidiaries or affiliates of which the Employee may become an employee or officer during the Term; Employee shall not engage in such business on Employee’s own account; and Employee shall not become interested in any such business, directly or indirectly, be connected as an individual, partner, shareholderofficer, director, officeremployee, partner, principal, agent, employeerepresentative, trustee, consultantconsultant or otherwise with, or have any other relationship financial interest in, or capacityaid or assist anyone else in the conduct of, or use or permit Participant’s name to be used in connection with, any business engaged in the research, development, manufacture, sale, marketing or distribution of stainless steel, titanium, specialty alloys, metal powders or metal fabricated parts or components similar to or competitive with those manufactured by the Company (a “Competing Business”) as of the date the Participant’s employment with Company ends; provided, however, that nothing contained herein shall prevent the Participant from investing in this Section 10 shall be deemed the securities of any company listed on a national securities exchange, provided that Participant’s involvement with any such company is solely that of a stockholder of 5% or less of any class of the outstanding securities thereof; (ii) solicit or divert to prohibit any Competing Business any individual or entity that is a customer or prospective customer of the Employee from acquiringCompany or its subsidiaries or affiliates, solely or was such a customer or prospective customer at any time during the three (3) years prior to the date of Participant’s employment termination with the Company; (iii) induce, offer, assist, encourage or suggest (A) that another business or enterprise offer employment to or enter into a business affiliation with any Company employee, agent or representative, or any individual who acted as an investmentemployee, shares agent or representative of capital stock the Company in the previous six (6) months; or (B) that any Company employee, agent or representative (or individual who acted as an employee, agent or representative of the Company in the previous six (6) months) terminate his or her employment or business affiliation with the Company; or (iv) hire or participate in the hiring of any public corporation; (b) neither the Employee nor Company employee or any Affiliate person who was an employee of the Employee Company in the previous six (6) months, by any business, enterprise or employer. For this purpose, “prospective customer” shall solicit mean a person or utilize, business entity that the Company has identified as a user or assist any person in any way to solicit or utilize, the services, directly or indirectly, of any potential user of the Company's directors, key advisors, officers or employees (collectively, "Associates of the Company"). This non-solicitation ’s products and non-utilization provision shall not apply to Associates of toward which the Company who have previously terminated their relationship with plans to direct sales or marketing activities. In the Company. The above covenants will apply to event that the Employee, regardless of Company determines in good faith that the circumstances under which Participant violated the employment ends or this Agreement is terminated.
10.1 If the Employee commits a breach, or threatens to commit a breach, terms of any of the provisions of this Section 10Restrictive Covenant Agreement, the Company shall have the following rights and remedies:
10.1.1 The right and remedy to have the provisions of this Agreement specifically enforced by any court having equity jurisdictionor, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to the Company and that money damages shall not provide an adequate remedy to the Company; and
10.1.2 The right and remedy immediately to cease providing the salary continuation payments and other benefits under Sections 6.1 and 6.2 of this Agreement and to require the Employee to repay to the Company any such payments and benefits that already have been provided as of the time the Company learns of Employee’s breach of this Section 10.
10.1.3 The right and remedy and to require the Employee to account for and pay over to the Company all compensationif there is no Restrictive Covenant Agreement, profits, monies, accruals, increments or other benefits (collectively "Benefits") derived or received by the Employee as the result of any transactions constituting a breach of any of the provisions of the preceding paragraph, and the Employee hereby agrees to account for and pay over such Benefits to the Company. Each of the rights and remedies enumerated above : (i) this Award shall be independent of forfeited and (ii) the other, and Participant shall be severally enforceable, and all of such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available obligated to return to the Company any shares previously issued under law this Award or in equity.
10.2 If any a cash payment equal to the value of the covenants contained in Section 8shares at the time such shares were sold or transferred, 9 if any or 10, or any part thereof, is hereafter construed to be invalid or unenforceable, the same shall not affect the remainder all of the covenant or covenants, which shall be given full effect without regard Award has been issued to the invalid portionsParticipant or such recoupment is required by law.
10.3 If any of the covenants contained in Section 8, 9 or 10, or any part thereof, is held to be unenforceable because of the duration of such provision or the area covered thereby, the parties agree that the court making such determination shall have the power to reduce the duration and/or area of such provision and, in its reduced form, such provision shall then be enforceable.
10.4 The parties hereto intend to and hereby confer jurisdiction to enforce the covenants contained in Sections 8, 9 and 10 upon the courts of any state within the geographical scope of such covenants. In the event that the courts of any one or more of such states shall hold any such covenant wholly unenforceable by reason of the breadth of such scope or otherwise, it is the intention of the parties hereto that such determination not bar or in any way affect the Company's right to the relief provided above in the courts of any other states within the geographical scope of such covenants, as to breaches of such covenants in such other respective jurisdictions, the above covenants as they relate to each state being, for this purpose, severable into diverse and independent covenants.
10.5 The covenants in Sections 8, 9, and 10 are conditions of Employee’s continued employment with the Company, and they are not tied to Employee’s performance of any particular position, role or job; therefore, the covenants in Sections 8, 9, and 10 shall survive any change in Employee’s position, title, compensation, benefits, role, or responsibilities and shall remain in full force and effect following any such change. By continuing in the Company’s employ, Employee continually re-affirms the intention to be bound by these ongoing covenants.
Appears in 4 contracts
Sources: Restricted Stock Unit Award Agreement (Carpenter Technology Corp), Performance Stock Unit Award Agreement (Carpenter Technology Corp), Performance Stock Unit Award Agreement (Carpenter Technology Corp)
Non-Competition and Non-Solicitation. (a) During Employee's employment by the Term Company and for a period of one year following the date of termination of six (6) months after Employee’s employment 's Termination in Connection with a Change in Control, Employee will not, except with the Company and/or prior written consent of the termination of this Agreement, for any reason and whether voluntary or involuntary: Board (a) the Employee which consent shall not be unreasonably withheld or delayed), own, manage, operate, join, control or finance, or participate in the United States ownership, management, operation, control or in any country in which the Company shall then be doing business, directly or indirectly, enter the employ financing of, or render any services to, any person, firm or corporation engaged in any business that is competitive with the business of the Company or of any of its subsidiaries or affiliates of which the Employee may become an employee or officer during the Term; Employee shall not engage in such business on Employee’s own account; and Employee shall not become interested in any such business, directly or indirectly, be connected as an individual, partner, shareholderofficer, director, officeremployee, partner, principal, agent, employeerepresentative, trustee, consultantconsultant or otherwise with, or use or permit Employee's name to be used in connection with, any other relationship business or capacity; providedenterprise directly engaged in, howeveror with affiliates directly engaged in, that nothing contained in this Section 10 the business of researching, developing, licensing, selling, distributing, marketing or otherwise commercializing organic light emitting device ("OLED") technology, chemicals or manufacturing equipment. The foregoing restrictions shall not be deemed construed to prohibit the ownership by Employee from acquiring, solely as an investment, shares of capital stock less than five percent (5%) of any public corporation; (b) class of securities of a corporation engaged in any of the foregoing business activities that has a class of securities registered pursuant to the Securities Exchange Act, provided that such ownership represents a passive investment and that neither the Employee nor any Affiliate group of the Employee shall solicit or utilizePersons including Employee, or assist any person in any way to solicit or utilize, the services, either directly or indirectly, manages or exercises control over any such corporation, guarantees any of its financial obligations, otherwise takes any part in the conduct of its business (other than in exercising their rights as shareholders), or seeks to do any of the foregoing.
(b) During his or her employment by the Company, and thereafter during the Separation Period, Employee will not knowingly (i) solicit, divert, take away, redirect or unreasonably interfere with the Company's directorsbusiness relationships with any of its suppliers, key advisorscustomers, officers partners or employees joint venturers with whom Employee had any direct or indirect involvement during the term of this Agreement; or (collectivelyii) solicit, "Associates induce, recruit or attempt to influence any person who is now or is hereafter an employee of the Company to become an employee or be engaged as an independent contractor of any entity engaged in activities competitive with those of the Company"). This non.
(c) An amount equal to one-solicitation and non-utilization provision shall not apply to Associates half of the Company who have previously terminated their relationship with the Company. The above covenants will apply to the Employee, regardless of the circumstances severance benefits payable under which the employment ends or this Agreement is terminated.
10.1 If specifically designated as additional consideration for the Employee commits a breach, or threatens to commit a breach, of any of the provisions of covenants described in this Section 10, the Company shall have the following rights and remedies:
10.1.1 11. The right and remedy to have the provisions of this Agreement specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to the Company and that money damages shall not provide an adequate remedy to the Company; and
10.1.2 The right and remedy immediately to cease providing the salary continuation payments and other benefits under Sections 6.1 and 6.2 of this Agreement and to require the Employee to repay to the Company any such payments and benefits that already have been provided as of the time the Company learns of Employee’s breach of covenants described in this Section 10.
10.1.3 The right and remedy and 11 shall continue to require apply during the period specified herein after Employee's Termination of Employment for any reason, without regard to whether Employee to account for and pay over to the Company all compensation, profits, monies, accruals, increments executes a Release or other receives any severance benefits (collectively "Benefits") derived or received by the Employee as the a result of any transactions constituting a breach of any of the provisions of the preceding paragraph, and the such termination. If Employee hereby agrees to account for and pay over such Benefits to the Company. Each of the rights and remedies enumerated above shall be independent of the other, and shall be severally enforceable, and all of such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company under law or in equity.
10.2 If breaches any of the covenants contained described in this Section 8, 9 or 10, or any part thereof, is hereafter construed to be invalid or unenforceable11, the same shall not affect the remainder of applicable period during which the covenant or covenants, which applies shall be given full effect without regard to tolled during the invalid portions.
10.3 If any of the covenants contained in Section 8, 9 or 10, or any part thereof, is held to be unenforceable because of the duration period of such provision or the area covered thereby, the parties agree that the court making such determination shall have the power to reduce the duration and/or area of such provision and, in its reduced form, such provision shall then be enforceablebreach.
10.4 The parties hereto intend to and hereby confer jurisdiction to enforce the covenants contained in Sections 8, 9 and 10 upon the courts of any state within the geographical scope of such covenants. In the event that the courts of any one or more of such states shall hold any such covenant wholly unenforceable by reason of the breadth of such scope or otherwise, it is the intention of the parties hereto that such determination not bar or in any way affect the Company's right to the relief provided above in the courts of any other states within the geographical scope of such covenants, as to breaches of such covenants in such other respective jurisdictions, the above covenants as they relate to each state being, for this purpose, severable into diverse and independent covenants.
10.5 The covenants in Sections 8, 9, and 10 are conditions of Employee’s continued employment with the Company, and they are not tied to Employee’s performance of any particular position, role or job; therefore, the covenants in Sections 8, 9, and 10 shall survive any change in Employee’s position, title, compensation, benefits, role, or responsibilities and shall remain in full force and effect following any such change. By continuing in the Company’s employ, Employee continually re-affirms the intention to be bound by these ongoing covenants.
Appears in 4 contracts
Sources: Change in Control Agreement (Universal Display Corp \Pa\), Change in Control Agreement (Universal Display Corp \Pa\), Change in Control Agreement (Universal Display Corp \Pa\)
Non-Competition and Non-Solicitation. (a) During Employee’s employment by the Term Company and for a period of one year following the date of termination of six (6) months after Employee’s employment Termination in Connection with a Change in Control, Employee will not, except with the Company and/or prior written consent of the termination of this Agreement, for any reason and whether voluntary or involuntary: Board (a) the Employee which consent shall not be unreasonably withheld or delayed), own, manage, operate, join, control or finance, or participate in the United States ownership, management, operation, control or in any country in which the Company shall then be doing business, directly or indirectly, enter the employ financing of, or render any services to, any person, firm or corporation engaged in any business that is competitive with the business of the Company or of any of its subsidiaries or affiliates of which the Employee may become an employee or officer during the Term; Employee shall not engage in such business on Employee’s own account; and Employee shall not become interested in any such business, directly or indirectly, be connected as an individualofficer,
(b) director, employee, partner, shareholder, director, officer, principal, agent, employeerepresentative, trustee, consultantconsultant or otherwise with, or use or permit Employee’s name to be used in connection with, any other relationship business or capacity; providedenterprise directly engaged in, howeveror with affiliates directly engaged in, that nothing contained in this Section 10 the business of researching, developing, licensing, selling, distributing, marketing or otherwise commercializing organic light emitting device (“OLED”) technology, chemicals or manufacturing equipment. The foregoing restrictions shall not be deemed construed to prohibit the ownership by Employee from acquiring, solely as an investment, shares of capital stock less than five percent (5%) of any public corporation; (b) class of securities of a corporation engaged in any of the foregoing business activities that has a class of securities registered pursuant to the Securities Exchange Act, provided that such ownership represents a passive investment and that neither the Employee nor any Affiliate group of the Employee shall solicit or utilizePersons including Employee, or assist any person in any way to solicit or utilize, the services, either directly or indirectly, manages or exercises control over any such corporation, guarantees any of its financial obligations, otherwise takes any part in the conduct of its business (other than in exercising their rights as shareholders), or seeks to do any of the foregoing.
(c) During his or her employment by the Company's directors, key advisorsand thereafter during the Separation Period, officers Employee will not knowingly (i) solicit, divert, take away, redirect or employees unreasonably interfere with the Company’s business relationships with any of its suppliers, customers, partners or joint venturers with whom Employee had any direct or indirect involvement during the term of this Agreement; or (collectivelyii) solicit, "Associates induce, recruit or attempt to influence any person who is now or is hereafter an employee of the Company to become an employee or be engaged as an independent contractor of any entity engaged in activities competitive with those of the Company"). This non.
(d) An amount equal to one-solicitation and non-utilization provision shall not apply to Associates half of the Company who have previously terminated their relationship with the Company. The above covenants will apply to the Employee, regardless of the circumstances severance benefits payable under which the employment ends or this Agreement is terminated.
10.1 If specifically designated as additional consideration for the Employee commits a breach, or threatens to commit a breach, of any of the provisions of covenants described in this Section 10, 12. The covenants described in this Section 12 shall continue to apply during the Company shall have the following rights and remedies:
10.1.1 The right and remedy to have the provisions of this Agreement specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to the Company and that money damages shall not provide an adequate remedy to the Company; and
10.1.2 The right and remedy immediately to cease providing the salary continuation payments and other benefits under Sections 6.1 and 6.2 of this Agreement and to require the Employee to repay to the Company any such payments and benefits that already have been provided as of the time the Company learns of period specified herein after Employee’s breach Termination of this Section 10.
10.1.3 The right and remedy and Employment for any reason, without regard to require the whether Employee to account for and pay over to the Company all compensation, profits, monies, accruals, increments executes a Release or other receives any severance benefits (collectively "Benefits") derived or received by the Employee as the a result of any transactions constituting a breach of any of the provisions of the preceding paragraph, and the such termination. If Employee hereby agrees to account for and pay over such Benefits to the Company. Each of the rights and remedies enumerated above shall be independent of the other, and shall be severally enforceable, and all of such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company under law or in equity.
10.2 If breaches any of the covenants contained described in this Section 8, 9 or 10, or any part thereof, is hereafter construed to be invalid or unenforceable12, the same shall not affect the remainder of applicable period during which the covenant or covenants, which applies shall be given full effect without regard to tolled during the invalid portions.
10.3 If any of the covenants contained in Section 8, 9 or 10, or any part thereof, is held to be unenforceable because of the duration period of such provision or the area covered thereby, the parties agree that the court making such determination shall have the power to reduce the duration and/or area of such provision and, in its reduced form, such provision shall then be enforceablebreach.
10.4 The parties hereto intend to and hereby confer jurisdiction to enforce the covenants contained in Sections 8, 9 and 10 upon the courts of any state within the geographical scope of such covenants. In the event that the courts of any one or more of such states shall hold any such covenant wholly unenforceable by reason of the breadth of such scope or otherwise, it is the intention of the parties hereto that such determination not bar or in any way affect the Company's right to the relief provided above in the courts of any other states within the geographical scope of such covenants, as to breaches of such covenants in such other respective jurisdictions, the above covenants as they relate to each state being, for this purpose, severable into diverse and independent covenants.
10.5 The covenants in Sections 8, 9, and 10 are conditions of Employee’s continued employment with the Company, and they are not tied to Employee’s performance of any particular position, role or job; therefore, the covenants in Sections 8, 9, and 10 shall survive any change in Employee’s position, title, compensation, benefits, role, or responsibilities and shall remain in full force and effect following any such change. By continuing in the Company’s employ, Employee continually re-affirms the intention to be bound by these ongoing covenants.
Appears in 4 contracts
Sources: Change in Control Agreement (Universal Display Corp \Pa\), Change in Control Agreement (Universal Display Corp \Pa\), Change in Control Agreement (Universal Display Corp \Pa\)
Non-Competition and Non-Solicitation. (a) During Employee’s employment by the Term Company and for a period of one year following the date of termination of six (6) months after Employee’s employment Termination in Connection with a Change in Control, Employee will not, except with the Company and/or prior written consent of the termination of this Agreement, for any reason and whether voluntary or involuntary: Board (a) the Employee which consent shall not be unreasonably withheld or delayed), own, manage, operate, join, control or finance, or participate in the United States ownership, management, operation, control or in any country in which the Company shall then be doing business, directly or indirectly, enter the employ financing of, or render any services to, any person, firm or corporation engaged in any business that is competitive with the business of the Company or of any of its subsidiaries or affiliates of which the Employee may become an employee or officer during the Term; Employee shall not engage in such business on Employee’s own account; and Employee shall not become interested in any such business, directly or indirectly, be connected as an individual, partner, shareholderofficer, director, officeremployee, partner, principal, agent, employeerepresentative, trustee, consultantconsultant or otherwise with, or use or permit Employee’s name to be used in connection with, any other relationship business or capacity; providedenterprise directly engaged in, howeveror with affiliates directly engaged in, that nothing contained in this Section 10 the business of researching, developing, licensing, selling, distributing, marketing or otherwise commercializing organic light emitting device (“OLED”) technology, chemicals or manufacturing equipment. The foregoing restrictions shall not be deemed construed to prohibit the ownership by Employee from acquiring, solely as an investment, shares of capital stock less than five percent (5%) of any public corporation; (b) class of securities of a corporation engaged in any of the foregoing business activities that has a class of securities registered pursuant to the Securities Exchange Act, provided that such ownership represents a passive investment and that neither the Employee nor any Affiliate group of the Employee shall solicit or utilizePersons including Employee, or assist any person in any way to solicit or utilize, the services, either directly or indirectly, manages or exercises control over any such corporation, guarantees any of its financial obligations, otherwise takes any part in the conduct of its business (other than in exercising their rights as shareholders), or seeks to do any of the foregoing.
(b) During his or her employment by the Company's directors, key advisorsand thereafter during the Separation Period, officers Employee will not knowingly (i) solicit, divert, take away, redirect or employees unreasonably interfere with the Company’s business relationships with any of its suppliers, customers, partners or joint venturers with whom Employee had any direct or indirect involvement during the term of this Agreement; or (collectivelyii) solicit, "Associates induce, recruit or attempt to influence any person who is now or is hereafter an employee of the Company to become an employee or be engaged as an independent contractor of any entity engaged in activities competitive with those of the Company"). This non.
(c) An amount equal to one-solicitation and non-utilization provision shall not apply to Associates half of the Company who have previously terminated their relationship with the Company. The above covenants will apply to the Employee, regardless of the circumstances severance benefits payable under which the employment ends or this Agreement is terminated.
10.1 If specifically designated as additional consideration for the Employee commits a breach, or threatens to commit a breach, of any of the provisions of covenants described in this Section 10, 12. The covenants described in this Section 12 shall continue to apply during the Company shall have the following rights and remedies:
10.1.1 The right and remedy to have the provisions of this Agreement specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to the Company and that money damages shall not provide an adequate remedy to the Company; and
10.1.2 The right and remedy immediately to cease providing the salary continuation payments and other benefits under Sections 6.1 and 6.2 of this Agreement and to require the Employee to repay to the Company any such payments and benefits that already have been provided as of the time the Company learns of period specified herein after Employee’s breach Termination of this Section 10.
10.1.3 The right and remedy and Employment for any reason, without regard to require the whether Employee to account for and pay over to the Company all compensation, profits, monies, accruals, increments executes a Release or other receives any severance benefits (collectively "Benefits") derived or received by the Employee as the a result of any transactions constituting a breach of any of the provisions of the preceding paragraph, and the such termination. If Employee hereby agrees to account for and pay over such Benefits to the Company. Each of the rights and remedies enumerated above shall be independent of the other, and shall be severally enforceable, and all of such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company under law or in equity.
10.2 If breaches any of the covenants contained described in this Section 8, 9 or 10, or any part thereof, is hereafter construed to be invalid or unenforceable12, the same shall not affect the remainder of applicable period during which the covenant or covenants, which applies shall be given full effect without regard to tolled during the invalid portions.
10.3 If any of the covenants contained in Section 8, 9 or 10, or any part thereof, is held to be unenforceable because of the duration period of such provision or the area covered thereby, the parties agree that the court making such determination shall have the power to reduce the duration and/or area of such provision and, in its reduced form, such provision shall then be enforceablebreach.
10.4 The parties hereto intend to and hereby confer jurisdiction to enforce the covenants contained in Sections 8, 9 and 10 upon the courts of any state within the geographical scope of such covenants. In the event that the courts of any one or more of such states shall hold any such covenant wholly unenforceable by reason of the breadth of such scope or otherwise, it is the intention of the parties hereto that such determination not bar or in any way affect the Company's right to the relief provided above in the courts of any other states within the geographical scope of such covenants, as to breaches of such covenants in such other respective jurisdictions, the above covenants as they relate to each state being, for this purpose, severable into diverse and independent covenants.
10.5 The covenants in Sections 8, 9, and 10 are conditions of Employee’s continued employment with the Company, and they are not tied to Employee’s performance of any particular position, role or job; therefore, the covenants in Sections 8, 9, and 10 shall survive any change in Employee’s position, title, compensation, benefits, role, or responsibilities and shall remain in full force and effect following any such change. By continuing in the Company’s employ, Employee continually re-affirms the intention to be bound by these ongoing covenants.
Appears in 3 contracts
Sources: Change in Control Agreement (Universal Display Corp \Pa\), Change in Control Agreement (Universal Display Corp \Pa\), Change in Control Agreement (Universal Display Corp \Pa\)
Non-Competition and Non-Solicitation. During In order to protect the Term Company’s Proprietary Information and good will, during my employment and for a period of one year twelve (12) months following the date of termination of Employee’s my employment for any reason (the “Restricted Period”):
(a) in consideration of the offer of employment, my salary or wage, any bonus I may receive, and the equity granted to me in connection with commencement of employment with the Company and/or the termination Company, all of which I deem as fair and reasonable consideration for entering into this Agreement, for any reason and whether voluntary or involuntary: (a) the Employee shall I will not in the United States or in any country in which the Company shall then be doing business, directly or indirectly, enter the employ of, or render any services to, any person, firm or corporation engaged in any business that is competitive with the business of the Company or of any of its subsidiaries or affiliates of which the Employee may become an employee or officer during the Term; Employee shall not engage in such business on Employee’s own account; and Employee shall not become interested in any such business, directly or indirectly, whether as an individualowner, partner, shareholder, director, officer, principalconsultant, agent, employee, trusteeco-venturer or otherwise, consultantengage, participate or invest in any business that develops, manufactures or markets microbiome therapeutics that are competitive with products or services of the Company, or that the Company has under development, or that are the subject of active planning at any other relationship or capacitytime during my employment (collectively, the “Competitive Products”); provided, however, provided that nothing contained this will not prohibit any possible investment in this Section 10 shall be deemed to prohibit the Employee from acquiring, solely as an investment, shares of capital publicly traded stock of any public corporationa company representing less than one percent of the stock of such company and provided further that this provision shall apply only if I am an exempt employee (as that term is defined by the Fair Labor Standards Act) or if and when I subsequently become an exempt employee; and
(b) neither the Employee nor any Affiliate of the Employee shall solicit or utilize, or assist any person in any way to solicit or utilize, the services, I will not directly or indirectly, in any manner, other than for the benefit of the Company, (i) call upon, solicit, divert or take away any of the Company's directorscustomers, key advisors, officers business or employees (collectively, "Associates of the Company"). This non-solicitation and non-utilization provision shall not apply to Associates prospective customers of the Company who have previously terminated their relationship with the Company. The above covenants will apply or any of its suppliers, and/or (ii) solicit, entice or attempt to the Employee, regardless persuade any other employee or consultant of the circumstances under which Company to leave the employment ends or this Agreement is terminated.
10.1 If services of the Employee commits a breach, or threatens to commit a breach, of Company for any reason. I acknowledge and agree that if I violate any of the provisions of this Section 10Section, in addition to any other remedies to which the Company may be entitled in law or equity, the Company shall have running of the following rights Restricted Period will be extended by the time during which I engage in such violation(s) or up to twenty four (24) months, whichever is longer. I acknowledge and remedies:
10.1.1 The right and remedy to have agree that the provisions of this Agreement specifically enforced agreement shall apply during and following my employment by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to the Company and that money damages shall not provide an adequate remedy to the Company; and
10.1.2 The right and remedy immediately to cease providing the salary continuation payments and other benefits under Sections 6.1 and 6.2 of this Agreement and to require the Employee to repay to the Company any such payments and benefits that already have been provided as of the time the Company learns of Employee’s breach of this Section 10.
10.1.3 The right and remedy and to require the Employee to account for and pay over to the Company all compensation, profits, monies, accruals, increments or other benefits (collectively "Benefits") derived or received be affected by the Employee as the result of any transactions constituting a breach of any of the provisions of the preceding paragraph, and the Employee hereby agrees to account for and pay over such Benefits to the Company. Each of the rights and remedies enumerated above shall be independent of the other, and shall be severally enforceable, and all of such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company under law or in equity.
10.2 If any of the covenants contained in Section 8, 9 or 10, or any part thereof, is hereafter construed to be invalid or unenforceable, the same shall not affect the remainder of the covenant or covenants, which shall be given full effect without regard to the invalid portions.
10.3 If any of the covenants contained in Section 8, 9 or 10, or any part thereof, is held to be unenforceable because of the duration of such provision or the area covered thereby, the parties agree that the court making such determination shall have the power to reduce the duration and/or area of such provision and, in its reduced form, such provision shall then be enforceable.
10.4 The parties hereto intend to and hereby confer jurisdiction to enforce the covenants contained in Sections 8, 9 and 10 upon the courts of any state within the geographical scope of such covenants. In the event that the courts of any one or more of such states shall hold any such covenant wholly unenforceable by reason of the breadth of such scope or otherwise, it is the intention of the parties hereto that such determination not bar or in any way affect the Company's right to the relief provided above in the courts of any other states within the geographical scope of such covenants, as to breaches of such covenants in such other respective jurisdictions, the above covenants as they relate to each state being, for this purpose, severable into diverse and independent covenants.
10.5 The covenants in Sections 8, 9, and 10 are conditions of Employee’s continued employment with the Company, and they are not tied to Employee’s performance of any particular position, role or job; therefore, the covenants in Sections 8, 9, and 10 shall survive any change in Employee’s positionmy job duties, title, compensation, benefits, role, whether material or responsibilities immaterial. I further acknowledge and shall remain in full force agree that I have the right and effect following any such change. By continuing in have had the Company’s employ, Employee continually re-affirms the intention opportunity to be bound by these ongoing covenantsconsult with an attorney prior to signing this Agreement.
Appears in 3 contracts
Sources: Employment Agreement (Seres Therapeutics, Inc.), Employment Agreement (Seres Therapeutics, Inc.), Employment Agreement (Seres Therapeutics, Inc.)
Non-Competition and Non-Solicitation. During the Term and for a period of one year following the date of termination of Employee’s employment with the Company and/or the termination of this Agreement, or nonrenewal for any reason and whether voluntary or involuntary: (other than termination pursuant to Section 5.1(a): (a) the Employee shall not in the United States or in any country in which the Company shall then be doing business, directly or indirectly, enter the employ of, or render any services to, any person, firm or corporation engaged in any business that is competitive with the business of the Company or of any of its subsidiaries or affiliates of which the Employee may become an employee or officer during the Term; Employee he shall not engage in such business on Employee’s his own account; and Employee he shall not become interested in any such business, directly or indirectly, as an individual, partner, shareholder, director, officer, principal, agent, employee, trustee, consultant, or any other relationship or capacity; provided, however, that nothing contained in this Section 10 shall be deemed to prohibit the Employee from acquiring, solely as an investment, shares of capital stock of any public corporation; (b) neither the Employee nor any Affiliate of the Employee shall solicit or utilize, or assist any person in any way to solicit or utilize, the services, directly or indirectly, of any of the Company's directors, key advisorsconsultants, members of the Board of Scientific and Medical Advisors, officers or employees (collectively, "Associates of the Company"). This non-solicitation nonsolicitation and non-utilization nonutilization provision shall not apply to Associates of the Company who have previously terminated their relationship with the Company. The above covenants will apply to the Employee, regardless of the circumstances under which the employment ends or this Agreement is terminated.
10.1 If the Employee commits a breach, or threatens to commit a breach, of any of the provisions of this Section 10, the Company shall have the following rights and remedies:
10.1.1 The right and remedy to have the provisions of this Agreement specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to the Company and that money damages shall not provide an adequate remedy to the Company; and
10.1.2 The right and remedy immediately to cease providing the salary continuation payments and other benefits under Sections 6.1 and 6.2 of this Agreement and to require the Employee to repay to the Company any such payments and benefits that already have been provided as of the time the Company learns of Employee’s breach of this Section 10.
10.1.3 The right and remedy and to require the Employee to account for and pay over to the Company all compensation, profits, monies, accruals, ,increments or other benefits (collectively "Benefits") derived or received by the Employee as the result of any transactions constituting a breach of any of the provisions of the preceding paragraph, and the Employee hereby agrees to account for and pay over such Benefits to the Company. Each of the rights and remedies enumerated above shall be independent of the other, and shall be severally enforceable, and all of such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company under law or in equity.
10.2 If any of the covenants contained in Section 8, 9 or 10, or any part thereof, is hereafter construed to be invalid or unenforceable, the same shall not affect the remainder of the covenant or covenants, which shall be given full effect without regard to the invalid portions.
10.3 If any of the covenants contained in Section 8, 9 or 10, or any part thereof, is held to be unenforceable because of the duration of such provision or the area covered thereby, the parties agree that the court making such determination shall have the power to reduce the duration and/or area of such provision and, in its reduced form, such provision shall then be enforceable.
10.4 The parties hereto intend to and hereby confer jurisdiction to enforce the covenants contained in Sections 8, 9 and 10 upon the courts of any state within the geographical scope of such covenants. In the event that the courts of any one or more of such states shall hold any such covenant wholly unenforceable by reason of the breadth of such scope or otherwise, it is the intention of the parties hereto that such determination not bar or in any way affect the Company's right to the relief provided above in the courts of any other states within the geographical scope of such covenants, as to breaches of such covenants in such other respective jurisdictions, the above covenants as they relate to each state being, for this purpose, severable into diverse and independent covenants.
10.5 The covenants in Sections 8, 9, and 10 are conditions of Employee’s continued employment with the Company, and they are not tied to Employee’s performance of any particular position, role or job; therefore, the covenants in Sections 8, 9, and 10 shall survive any change in Employee’s position, title, compensation, benefits, role, or responsibilities and shall remain in full force and effect following any such change. By continuing in the Company’s employ, Employee continually re-affirms the intention to be bound by these ongoing covenants.
Appears in 3 contracts
Sources: Executive Employment Agreement (Ariad Pharmaceuticals Inc), Executive Employment Agreement (Ariad Pharmaceuticals Inc), Executive Employment Agreement (Ariad Pharmaceuticals Inc)
Non-Competition and Non-Solicitation. During 7.1. Each of the Term Consultant and the Key Person agrees and declares that, so long as it/he is a shareholder, holding shares or options (vested or non-vested) of the Company, directly or indirectly, reflecting 5% or more of the issued and outstanding share capital of the Company, director, employee (in the event that a competent court rules that the Consultant or the Key Person is employed by the Company) or advisor of the Company and for a period of one year following twelve (12) months thereafter (the date of termination of Employee’s employment with the Company and/or the termination of “Non-Competition Period”), it/he shall not, as an owner, partner, joint venturor, stockholder (provided that this Agreement, for any reason and whether voluntary or involuntary: (a) the Employee shall not preclude the Consultant or the Key Person from owning a stock interest not greater than 5% in the United States a publicly traded company), employee, broker, agent, principal, trustee, corporate officer, director, licensor or in any country other capacity whatsoever engage in, become financially interested in any business venture worldwide that is engaged in any activities involving any products or technologies competing with the actual products or technologies then produced or otherwise commercialized, researched or under development by the Company or its subsidiaries.
7.2. During the Non-Competition Period the Consultant or the Key Person shall not accept from the Company’s customers any position, order, offer, work or business in any field of activity in which the Company shall then be doing businessis engaged and which is directly competitive with the Company, or approach any of the Company’s customers in connection with products or services that competes with those sold or provided by the Company.
7.3. Each of the Consultant and the Key Person undertakes, so long as it/he is director, employee (in the event that a competent court rules that the Consultant or the Key Person is employed by the Company), or advisor of the Company and for a period of twelve (12) months thereafter, not to employ or otherwise engage, directly or indirectly, enter the employ of, or render any services to, any person, firm or corporation engaged in any business that is competitive activity with the business of the Company or of any of its subsidiaries or affiliates of which the Employee may become an employee or officer during the Term; Employee shall not engage in such business on Employee’s own account; and Employee shall not become interested in any such business, directly or indirectly, as an individual, partner, shareholder, director, officer, principal, agent, employee, trustee, consultant, or any other relationship or capacity; provided, however, that nothing contained in this Section 10 shall be deemed to prohibit the Employee from acquiring, solely as an investment, shares of capital stock of any public corporation; (b) neither the Employee nor any Affiliate of the Employee shall solicit or utilize, or assist any person in any way to solicit or utilize, the services, directly or indirectly, of any of the Company's directors’s employees at that time, key advisors, officers or employees (collectively, "Associates any person who was employed by the Company within the preceding year.
7.4. The Consultant shall provide the Company with a written undertaking of the Company"). This non-solicitation and non-utilization provision shall not apply Key Person to Associates of the Company who have previously terminated their relationship with the Company. The above covenants will apply to the Employee, regardless of the circumstances under which the employment ends or this Agreement is terminated.
10.1 If the Employee commits a breach, or threatens to commit a breach, of any of abide by the provisions of this Section 10, the Company shall have the following rights and remedies:
10.1.1 The right and remedy to have the provisions of this Agreement specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to the Company and that money damages shall not provide an adequate remedy to the Company; and
10.1.2 The right and remedy immediately to cease providing the salary continuation payments and other benefits under Sections 6.1 and 6.2 of this Agreement and to require the Employee to repay to the Company any such payments and benefits that already have been provided as of the time the Company learns of Employee’s breach of this Section 10.
10.1.3 The right and remedy and to require the Employee to account for and pay over to the Company all compensation, profits, monies, accruals, increments or other benefits (collectively "Benefits") derived or received by the Employee as the result of any transactions constituting a breach of any of the provisions of the preceding paragraph, and the Employee hereby agrees to account for and pay over such Benefits to the Company. Each of the rights and remedies enumerated above shall be independent of the other, and shall be severally enforceable, and all of such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company under law or in equity.
10.2 If any of the covenants contained in Section 8, 9 or 10, or any part thereof, is hereafter construed to be invalid or unenforceable, the same shall not affect the remainder of the covenant or covenants, which shall be given full effect without regard to the invalid portions.
10.3 If any of the covenants contained in Section 8, 9 or 10, or any part thereof, is held to be unenforceable because of the duration of such provision or the area covered thereby, the parties agree that the court making such determination shall have the power to reduce the duration and/or area of such provision and, in its reduced form, such provision shall then be enforceable.
10.4 The parties hereto intend to and hereby confer jurisdiction to enforce the covenants contained in Sections 8, 9 and 10 upon the courts of any state within the geographical scope of such covenants. In the event that the courts of any one or more of such states shall hold any such covenant wholly unenforceable by reason of the breadth of such scope or otherwise, it is the intention of the parties hereto that such determination not bar or in any way affect the Company's right to the relief provided above in the courts of any other states within the geographical scope of such covenants9, as to breaches of such covenants set forth in such other respective jurisdictions, the above covenants as they relate to each state being, for this purpose, severable into diverse and independent covenantsAnnex A hereto.
10.5 The covenants in Sections 8, 9, and 10 are conditions of Employee’s continued employment with the Company, and they are not tied to Employee’s performance of any particular position, role or job; therefore, the covenants in Sections 8, 9, and 10 shall survive any change in Employee’s position, title, compensation, benefits, role, or responsibilities and shall remain in full force and effect following any such change. By continuing in the Company’s employ, Employee continually re-affirms the intention to be bound by these ongoing covenants.
Appears in 3 contracts
Sources: Consultancy Agreement (InspireMD, Inc.), Consultancy Agreement (InspireMD, Inc.), Consultancy Agreement (InspireMD, Inc.)
Non-Competition and Non-Solicitation. During the Term and for a period of one year following the date of termination of Employee’s employment with the Company and/or the termination of this Agreement, for any reason and whether voluntary or involuntary: (a) the Employee shall not in the United States or in any country in which the Company shall then be doing business, directly or indirectly, enter the employ of, or render any services to, any person, firm or corporation engaged in any business that is competitive with the business of the Company or of any of its subsidiaries or affiliates of which the Employee may become an employee or officer during the Term; Employee shall not engage in such business on Employee’s own account; and Employee shall not become interested in any such business, directly or indirectly, as an individual, partner, shareholder, director, officer, principal, agent, employee, trustee, consultant, or any other relationship or capacity; provided, however, that nothing contained in this Section 10 shall be deemed to prohibit the Employee from acquiring, solely as an investment, shares of capital stock of any public corporation; (b) neither the Employee nor any Affiliate of the Employee shall solicit or utilize, or assist any person in any way to solicit or utilize, the services, directly or indirectly, of any of the Company's ’s directors, key advisors, officers or employees (collectively, "“Associates of the Company"”). This non-solicitation and non-utilization provision shall not apply to Associates of the Company who have previously terminated their relationship with the Company. The above covenants will apply to the Employee, regardless of the circumstances under which the employment ends or this Agreement is terminated.
10.1 If the Employee commits a breach, or threatens to commit a breach, of any of the provisions of this Section 10, the Company shall have the following rights and remedies:
10.1.1 The right and remedy to have the provisions of this Agreement specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to the Company and that money damages shall not provide an adequate remedy to the Company; and
10.1.2 The right and remedy immediately to cease providing the salary continuation payments and other benefits under Sections 6.1 and 6.2 of this Agreement and to require the Employee to repay to the Company any such payments and benefits that already have been provided as of the time the Company learns of Employee’s breach of this Section 10.
10.1.3 The right and remedy and to require the Employee to account for and pay over to the Company all compensation, profits, monies, accruals, increments or other benefits (collectively "“Benefits"”) derived or received by the Employee as the result of any transactions constituting a breach of any of the provisions of the preceding paragraph, and the Employee hereby agrees to account for and pay over such Benefits to the Company. Each of the rights and remedies enumerated above shall be independent of the other, and shall be severally enforceable, and all of such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company under law or in equity.
10.2 If any of the covenants contained in Section 8, 9 or 10, or any part thereof, is hereafter construed to be invalid or unenforceable, the same shall not affect the remainder of the covenant or covenants, which shall be given full effect without regard to the invalid portions.
10.3 If any of the covenants contained in Section 8, 9 or 10, or any part thereof, is held to be unenforceable because of the duration of such provision or the area covered thereby, the parties agree that the court making such determination shall have the power to reduce the duration and/or area of such provision and, in its reduced form, such provision shall then be enforceable.
10.4 The parties hereto intend to and hereby confer jurisdiction to enforce the covenants contained in Sections 8, 9 and 10 upon the courts of any state within the geographical scope of such covenants. In the event that the courts of any one or more of such states shall hold any such covenant wholly unenforceable by reason of the breadth of such scope or otherwise, it is the intention of the parties hereto that such determination not bar or in any way affect the Company's ’s right to the relief provided above in the courts of any other states within the geographical scope of such covenants, as to breaches of such covenants in such other respective jurisdictions, the above covenants as they relate to each state being, for this purpose, severable into diverse and independent covenants.
10.5 The covenants in Sections 8, 9, and 10 are conditions of Employee’s continued employment with the Company, and they are not tied to Employee’s performance of any particular position, role or job; therefore, the covenants in Sections 8, 9, and 10 shall survive any change in Employee’s position, title, compensation, benefits, role, or responsibilities and shall remain in full force and effect following any such change. By continuing in the Company’s employ, Employee continually re-affirms the intention to be bound by these ongoing covenants.
Appears in 3 contracts
Sources: Executive Employment Agreement (Ariad Pharmaceuticals Inc), Executive Employment Agreement (Ariad Pharmaceuticals Inc), Executive Employment Agreement (Ariad Pharmaceuticals Inc)
Non-Competition and Non-Solicitation. During the Term and for a period of one year following the date of termination of Employee’s You agree that during your employment with the Company and/or and for the 12-month period of time following the termination of this Agreementyour employment with the Company, for any reason and whether voluntary or involuntary: (a) you will not, without the Employee shall not in prior written consent of the United States or in any country in which the Company shall then be doing businessCEO, directly or indirectly:
(a) own, enter the employ ofcontrol, or manage, loan money to, represent, render any service or advice to or act as an officer, director, employee, agent, representative, partner or independent contractor of any securities exchange, “ECN” or other such entity or similar direct seller of market data in the financial services tobusiness, any person, firm or corporation engaged in any whose business that is competitive competes with the business businesses of the Company or of any of its subsidiaries majority-owned subsidiaries, in North America or affiliates of Europe as such businesses were being conducted, or which the Employee may become an employee Company was actively planning to enter, during your employment if the breach or officer alleged breach occurs during your employment or on the Term; Employee shall not engage in such business on Employee’s own account; and Employee shall not become interested in any such business, directly date of your termination of employment if the breach or indirectly, as an individual, partner, shareholder, director, officer, principal, agent, employee, trustee, consultant, or any other relationship or capacityalleged breach occurs thereafter (“Competitive Activities”); provided, however, that (i) the foregoing shall not prohibit you from passive ownership of securities in any publicly traded company that is engaged in any such business as long as you do not own more than five percent (5%) or more of any class of the equity securities of such company, and (ii) nothing contained in this Section 10 Agreement shall be deemed preclude you from accepting employment with, or providing services to, any entity that engages in Competitive Activities so long as you work solely in a subsidiary, division or other distinct unit of such any entity, including an Affiliate, that does not engage, and is not actively planning to prohibit the Employee from acquiringengage, solely as an investment, shares of capital stock of any public corporation; in Competitive Activities.
(b) neither the Employee nor any Affiliate of the Employee shall solicit or utilizeSolicit, induce, influence, encourage, or assist any person in any way attempt to solicit solicit, induce, influence or utilizeencourage, the services, either directly or indirectly, any person who is, at the time of such solicitation, inducement, influence, encouragement or attempt, or was during the previous six months, employed by the Company to terminate his or her employment relationship with the Company or hire or employ or engage any such person or otherwise interfere with any such person’s employment by or association with the Company;
(c) Induce, influence, encourage, or attempt to induce, influence or encourage, either directly or indirectly, any third party to terminate such party’s business relationship with the Company or otherwise interfere with any business or contractual relationship of the Company; or
(d) Serve as a board member on any board of directors of any company engaged in Competitive Activities, except as provided in Section 4(a)(ii). You acknowledge and agree that: (i) the purposes of the foregoing covenants are to protect the goodwill and confidential or proprietary information and trade secrets of the Company, and to prevent you from interfering with the business of the Company; (ii) it would be impractical and excessively difficult to determine the actual damages of the Company in the event you breach any of the Company's directors, key advisors, officers or employees covenants of this Section 4; (collectively, "Associates iii) remedies at law for any breach of your obligations under this Section 4 would be inadequate; and (iv) the terms of the Company"). This non-solicitation and non-utilization provision shall not apply covenants are sufficiently limited to Associates protect the legitimate interests of the Company who have previously terminated their relationship with the Companyand impose no undue hardship on you. The above covenants will apply to the Employee, regardless You therefore agree that if you commit any breach of the circumstances a covenant under which the employment ends this Section 4 or this Agreement is terminated.
10.1 If the Employee commits a breach, or threatens threaten to commit a any such breach, of any of the provisions of this Section 10, the Company shall have the following rights right (in addition to any other right or remedy that may be available to it) to injunctive relief from a court of competent jurisdiction located in the State of New York or otherwise, without posting any bond or other security and remedies:
10.1.1 The right and remedy without the necessity of proof of actual damage. With respect to have the provisions of this Agreement specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to the Company and that money damages shall not provide an adequate remedy to the Company; and
10.1.2 The right and remedy immediately to cease providing the salary continuation payments and other benefits under Sections 6.1 and 6.2 of this Agreement and to require the Employee to repay to the Company any such payments and benefits that already have been provided as of the time the Company learns of Employee’s breach provision of this Section 10.
10.1.3 The right and remedy and 4 finally determined by a court of competent jurisdiction to require the Employee to account for and pay over be unenforceable, this Agreement or any provision hereof shall be reformed so that it is enforceable to the Company all compensation, profits, monies, accruals, increments or other benefits (collectively "Benefits") derived or received maximum extent permitted by the Employee as the result of any transactions constituting a breach of any of the provisions of the preceding paragraph, and the Employee hereby agrees to account for and pay over such Benefits to the Company. Each of the rights and remedies enumerated above shall be independent of the other, and shall be severally enforceable, and all of such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company under law or in equitylaw.
10.2 If any of the covenants contained in Section 8, 9 or 10, or any part thereof, is hereafter construed to be invalid or unenforceable, the same shall not affect the remainder of the covenant or covenants, which shall be given full effect without regard to the invalid portions.
10.3 If any of the covenants contained in Section 8, 9 or 10, or any part thereof, is held to be unenforceable because of the duration of such provision or the area covered thereby, the parties agree that the court making such determination shall have the power to reduce the duration and/or area of such provision and, in its reduced form, such provision shall then be enforceable.
10.4 The parties hereto intend to and hereby confer jurisdiction to enforce the covenants contained in Sections 8, 9 and 10 upon the courts of any state within the geographical scope of such covenants. In the event that the courts of any one or more of such states shall hold any such covenant wholly unenforceable by reason of the breadth of such scope or otherwise, it is the intention of the parties hereto that such determination not bar or in any way affect the Company's right to the relief provided above in the courts of any other states within the geographical scope of such covenants, as to breaches of such covenants in such other respective jurisdictions, the above covenants as they relate to each state being, for this purpose, severable into diverse and independent covenants.
10.5 The covenants in Sections 8, 9, and 10 are conditions of Employee’s continued employment with the Company, and they are not tied to Employee’s performance of any particular position, role or job; therefore, the covenants in Sections 8, 9, and 10 shall survive any change in Employee’s position, title, compensation, benefits, role, or responsibilities and shall remain in full force and effect following any such change. By continuing in the Company’s employ, Employee continually re-affirms the intention to be bound by these ongoing covenants.
Appears in 2 contracts
Sources: Employment Agreement (NYSE Euronext), Employment Agreement (NYSE Euronext)
Non-Competition and Non-Solicitation. 9.1 During the Term and for a period [term of one year following the date of termination of Employee’s employment with the Company and/or the termination of this Agreementnon-compete], for any reason and whether voluntary or involuntary: (a) the Employee shall not in the United States or in any country in which the Company shall then be doing businessnot, directly or indirectly, enter own, manage, operate, finance, join, control or otherwise participate in the employ ownership, management, operation, financing or control of, or render any services to, any person, firm or corporation engaged in any business that is competitive with the business of the Company or of any of its subsidiaries or affiliates of which the Employee may become an employee or officer during the Term; Employee shall not engage in such business on Employee’s own account; and Employee shall not become interested in any such business, directly or indirectly, way be connected as an individualofficer, employee, partner, shareholder, director, officer, principal, agent, employeerepresentative, trustee, or consultant, or otherwise with, any other relationship business or capacity; providedenterprise engaged anywhere in the world (i) in any business in which SierraCities was engaged on the date hereof, including but not limited to the business of equipment leasing and developing and operating on-line equipment leasing, commercial leasing and business financing, or (ii) in the ownership or operation of a business in which VerticalNet Credit is engaged during the Employment Term, nor shall the Employee assist any person that shall be engaged in any such foregoing business activities. The foregoing restriction, however, that nothing contained in this Section 10 shall be deemed not restrict the Employee's ability to prohibit the Employee from acquiringown, solely as an a passive investment, shares of capital stock up to 5% of any public corporation; (b) neither the Employee nor entity whose equity securities are traded on NASDAQ or on any Affiliate other national securities exchange. In addition, during [term of non-compete], the Employee shall not solicit or utilize, or assist any person in any way to solicit or utilize, the services, directly or indirectly, of any of the Company's directors, key advisors, officers or employees (collectively, "Associates of the Company"). This non-solicitation and non-utilization provision shall not apply to Associates employee of the Company who have previously terminated their relationship for the purposes of having any such employee terminate his or her employment with the Company. If a court determines that the foregoing restrictions are too broad or otherwise unreasonable under applicable law, including with respect to time or space, the court is hereby requested and authorized by the parties hereto to revise the foregoing restriction to include the maximum restrictions allowable under applicable law. The above Employee acknowledges that this Section 9.1 has been negotiated by the parties.
9.2 The Employee acknowledges and understands that (i) the Company is, and will be, relying upon the covenants will apply to made by the EmployeeEmployee in Section 9.1 in entering into this Agreement, regardless (ii) that any violation of the circumstances under which the employment ends or this Agreement is terminated.
10.1 If the Employee commits a breach, or threatens to commit a breach, of any of the provisions of this restrictions contained in Section 10, the Company shall have the following rights and remedies:
10.1.1 The right and remedy to have the provisions of this Agreement specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause 9.1 will result in irreparable injury to the Company, (iii) the covenants contained in Section 9.1 are reasonable as to geographic and temporal scope, (iv) that the Company competes in the Business in which it is currently engaged and that money damages shall not provide an adequate remedy to the Company; and
10.1.2 The right and remedy immediately to cease providing the salary continuation payments and other benefits under Sections 6.1 and 6.2 of this Agreement and to require the Employee to repay to the Company any such payments and benefits that already have been provided as of the time the Company learns of Employee’s breach of this Section 10.
10.1.3 The right and remedy and to require the Employee to account for and pay over to the Company all compensation, profits, monies, accruals, increments or other benefits (collectively "Benefits") derived or received Confidential Information known by the Employee as makes it necessary for the result of any transactions constituting a breach of any Company to restrict the Employee's activities in all markets where the Company competes and where the Employee's access to Confidential Information and other proprietary information could be used to the detriment of the provisions of the preceding paragraphCompany, and (v) the Employee hereby agrees has the skills and training to account for and pay over such Benefits be able to continue to earn a livelihood without violating the Company. Each of the rights and remedies enumerated above shall be independent of the other, and shall be severally enforceable, and all of such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company under law or in equity.
10.2 If any terms of the covenants contained in Section 8, 9.1.
9.3 The terms of this Section 9 or 10, or shall apply to any part thereof, is hereafter construed person controlled by the Employee to be invalid or unenforceable, the same extent as if it were a party hereto, and each such party shall not affect the remainder of the covenant or covenants, which shall take whatever actions may be given full effect without regard necessary to cause any such party to adhere to the invalid portionsterms of this Section 9.
10.3 If any of the covenants contained in Section 8, 9 or 10, or any part thereof, is held to be unenforceable because of the duration of such provision or the area covered thereby, the parties agree that the court making such determination shall have the power to reduce the duration and/or area of such provision and, in its reduced form, such provision shall then be enforceable.
10.4 The parties hereto intend to and hereby confer jurisdiction to enforce the covenants contained in Sections 8, 9 and 10 upon the courts of any state within the geographical scope of such covenants. In the event that the courts of any one or more of such states shall hold any such covenant wholly unenforceable by reason of the breadth of such scope or otherwise, it is the intention of the parties hereto that such determination not bar or in any way affect the Company's right to the relief provided above in the courts of any other states within the geographical scope of such covenants, as to breaches of such covenants in such other respective jurisdictions, the above covenants as they relate to each state being, for this purpose, severable into diverse and independent covenants.
10.5 The covenants in Sections 8, 9, and 10 are conditions of Employee’s continued employment with the Company, and they are not tied to Employee’s performance of any particular position, role or job; therefore, the covenants in Sections 8, 9, and 10 shall survive any change in Employee’s position, title, compensation, benefits, role, or responsibilities and shall remain in full force and effect following any such change. By continuing in the Company’s employ, Employee continually re-affirms the intention to be bound by these ongoing covenants.
Appears in 2 contracts
Sources: Employment Agreement (Sierracities Com Inc), Employment Agreement (Verticalnet Inc)
Non-Competition and Non-Solicitation. During (a) Throughout the Term and for a period from the Grant Date to the Vesting Date or, if earlier, to the first anniversary of one year following the date of Participant’s termination of Employee’s employment with the Company and/or the termination of this Agreement, for any reason and whether voluntary (the “Non-Compete Period”), the Participant agrees that he will not, except on behalf of the Company or involuntaryany Subsidiary (collectively, the “Control Group”) or with the written consent of a member the Control Group: (a) the Employee shall not in the United States or engage in any country in which the Company shall then be doing businessbusiness activity, directly or indirectly, enter the employ ofon his own behalf or as a partner, or render any services to, any person, firm or corporation engaged in any business that is competitive with the business stockholder (except by ownership of less than 1% of the Company or outstanding stock of any of its subsidiaries or affiliates of which the Employee may become an employee or officer during the Term; Employee shall not engage in such business on Employee’s own account; and Employee shall not become interested in any such business, directly or indirectly, as an individual, partner, shareholdera publicly held corporation), director, officertrustee, principal, agent, employee, trustee, consultant, consultant or any other relationship or capacity; provided, however, that nothing contained in this Section 10 shall be deemed to prohibit the Employee from acquiring, solely as an investment, shares of capital stock otherwise of any public person, firm or corporation, which is engaged in any activity in which the Control Group is engaged at the time; or (b) neither allow the Employee nor use of his name by or in connection with any Affiliate business that is competitive with any activity in which the Control Group is engaged.
(b) Throughout the period from the Grant Date to the first anniversary of the Employee shall solicit Participant’s termination of employment for any reason (the “Non-Solicit Period”), the Participant agrees that he will not, except on behalf of the Control Group or utilizewith the written consent of a member of the Control Group, offer employment to or assist employ, for himself or on behalf of any competitor of the Control Group, any person who at any time within the prior three years shall have been employed by the Control Group.
(c) In the event that the Participant violates any of these restrictive covenants, (i) the Award (whether or not vested) will be cancelled and forfeited in any way its entirety; and (ii) to solicit or utilizethe extent the Award has vested, the services, directly or indirectly, of any Participant shall pay to the Company within 90 days of the Company's directors, key advisors, officers or employees (collectively, "Associates ’s request an amount equal to the Fair Market Value of the Company")Shares. This non-solicitation The parties acknowledge that this Section 7 is fair and non-utilization provision shall not apply to Associates reasonable under the circumstances. It is the desire and intent of the Company who have previously terminated their relationship with the Company. The above covenants will apply to the Employee, regardless of the circumstances under which the employment ends or this Agreement is terminated.
10.1 If the Employee commits a breach, or threatens to commit a breach, of any of parties that the provisions of this Section 10, the Company 7 shall have the following rights and remedies:
10.1.1 The right and remedy to have the provisions of this Agreement specifically be enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to the Company and that money damages shall not provide an adequate remedy to the Company; and
10.1.2 The right and remedy immediately to cease providing the salary continuation payments and other benefits under Sections 6.1 and 6.2 of this Agreement and to require the Employee to repay to the Company fullest extent permitted by law. Accordingly, if any such payments and benefits that already have been provided as of the time the Company learns of Employee’s breach particular portion of this Section 10.
10.1.3 The right and remedy and to require the Employee to account for and pay over to the Company all compensation, profits, monies, accruals, increments or other benefits (collectively "Benefits") derived or received by the Employee as the result of any transactions constituting a breach of any of the provisions of the preceding paragraph, and the Employee hereby agrees to account for and pay over such Benefits to the Company. Each of the rights and remedies enumerated above 7 shall be independent of the other, and shall be severally enforceable, and all of such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company under law or in equity.
10.2 If any of the covenants contained in Section 8, 9 or 10, or any part thereof, is hereafter construed adjudicated to be invalid or unenforceable, the same shall not affect the remainder of the covenant or covenants, which this Section 7 shall be given full effect without regard deemed amended to: (1) reform the particular portion to provide for such maximum restrictions as will be valid and enforceable, or if that is not possible, (2) delete the portion found invalid or unenforceable, such reformation or deletion to apply only with respect to the invalid portions.
10.3 If any operation of this Section 7 in the particular jurisdiction in which such adjudication is made. During the Participant’s employment, the covenants contained in this Section 8, 9 or 10, or any part thereof, is held 7 shall apply without regard to be unenforceable because geographic location. Upon the termination of the duration of such provision or the area covered therebyParticipant’s employment, the parties agree that the court making such determination shall have the power to reduce the duration and/or area of such provision and, in its reduced form, such provision shall then be enforceable.
10.4 The parties hereto intend to and hereby confer jurisdiction to enforce the covenants contained in Sections 8, 9 and 10 upon the courts this Section 7 shall be limited to a twenty-five (25) mile radius of any state within the geographical scope of such covenants. In the event that the courts of any one or more of such states shall hold any such covenant wholly unenforceable by reason office of the breadth of such scope or otherwise, it is the intention of the parties hereto that such determination not bar or in any way affect the Company's right to the relief provided above in the courts of any other states within the geographical scope of such covenants, as to breaches of such covenants in such other respective jurisdictions, the above covenants as they relate to each state being, for this purpose, severable into diverse and independent covenantsControl Group.
10.5 The covenants in Sections 8, 9, and 10 are conditions of Employee’s continued employment with the Company, and they are not tied to Employee’s performance of any particular position, role or job; therefore, the covenants in Sections 8, 9, and 10 shall survive any change in Employee’s position, title, compensation, benefits, role, or responsibilities and shall remain in full force and effect following any such change. By continuing in the Company’s employ, Employee continually re-affirms the intention to be bound by these ongoing covenants.
Appears in 2 contracts
Sources: Restricted Stock Award Agreement (First Defiance Financial Corp), Restricted Stock Award Agreement (First Defiance Financial Corp)
Non-Competition and Non-Solicitation. During 3.1. Employee hereby covenants to the Company that throughout the Term and thereafter for a period of one year six (6) months following the effective date of termination of Employee’s employment howsoever arising, Employee shall not:
3.1.1. Engage, directly or indirectly, in any capacity whatsoever, whether independently or as an employee, consultant or otherwise, through any corporate body and/or with or through others, in any activity competing with the actual and/or planned activities of the Company and its affiliates, as same have existed and shall exist from time to time during the Term and as shall exist at the effective date of termination of Employee’s employment with the Company.
3.1.2. Accept any position, whether as employee, consultant or otherwise with, or hold any interest in, any corporate body that competes with the actual and/or planned activities of the Company and/or as same shall exist at the termination of his employment under this Agreement, for any reason and whether voluntary or involuntary: (a) the Employee shall not in the United States or in any country in which the Company shall then be doing business, directly or indirectly, enter the employ of, or render any services to, any person, firm or corporation engaged in any business that is competitive with the business of the Company or of any of its subsidiaries or affiliates of which the Employee may become an employee or officer during the Term; Employee shall not engage in such business on Employee’s own account; and Employee shall not become interested in any such business, directly or indirectly, as an individual, partner, shareholder, director, officer, principal, agent, employee, trustee, consultant, or any other relationship or capacity; provided, however, that nothing contained stated herein shall preclude Employee from owning a stock interest not greater than 5% in any publicly traded corporation.
3.1.3. Whether on Employee’s own account and/or on behalf of others, in any way interfere with and/or endeavor to entice away, or offer or solicit for the purpose of so interfering and/or enticing away, from the Company and/or any of its affiliates, any person, firm or company with whom the Company and/or any of its affiliates shall have any contractual and/or commercial relationship as an employee, consultant, licenser, joint venture, supplier, customer, distributor, agent or contractor of whatsoever nature, existing or under negotiation on, or within the twelve (12) months prior to, the effective date of termination of Employee’s employment with the Company.
3.2. Employee acknowledges that the restrictions set forth in this Section 10 shall be deemed to prohibit the Employee from acquiring3 are fair and reasonable, solely as an investment, shares of capital stock of any public corporation; (b) neither the Employee nor any Affiliate of the Employee shall solicit or utilize, or assist any person in any way to solicit or utilize, the services, directly or indirectly, of any and are essential for protection of the Company's directors’s business, key advisors, officers or employees (collectively, "Associates the Company’s proprietary rights and other legitimate interests of the Company"), in view of the nature of the business in which the Company is engaged. This non-solicitation Employee further acknowledges that the above restrictions are customarily complied with by persons situated in a similar position, correspond with fair dealing requirements and non-utilization provision shall not apply to Associates are adequate in light of Employee’s usage of the Company who have previously terminated their relationship with the Company. The above covenants will apply to the resources during Employee, regardless of the circumstances under which the ’s employment ends or this Agreement is terminatedhereunder.
10.1 If the 3.3. Employee commits a breach, or threatens to commit a breach, is aware of any of the provisions of this and acknowledges that Employee’s obligations under Section 10, the Company shall have the following rights and remedies:
10.1.1 The right and remedy to have the provisions of this Agreement specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to the Company and that money damages shall not provide an adequate remedy 3.1 are derived from Employee’s access to the Company; and
10.1.2 The right ’s Propriety Information and remedy immediately to cease providing confidential information and that a portion of the salary continuation payments and other benefits under Sections 6.1 and 6.2 of this Agreement and paid to require the Employee to repay pursuant to the Company any such payments and benefits that already have been provided as of Employment Agreement constitutes a special consideration given to Employee in return for the time the Company learns of Employee’s breach of this Section 10aforesaid undertakings.
10.1.3 The right and remedy and to require the Employee to account for and pay over to the Company all compensation, profits, monies, accruals, increments or other benefits (collectively "Benefits") derived or received by the Employee as the result of any transactions constituting a breach of any of the provisions of the preceding paragraph, and the Employee hereby agrees to account for and pay over such Benefits to the Company3.4. Each of the rights and remedies enumerated above shall be independent of the other, and shall be severally enforceable, and all of such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company under law or in equity.
10.2 If any of the covenants contained in Section 8, 9 or 10, or any part thereof, is hereafter construed to be invalid or unenforceable, the same shall not affect the remainder of the covenant or covenants, which shall be given full effect without regard to the invalid portions.
10.3 If any of the covenants contained in Section 8, 9 or 10, or any part thereof, is held to be unenforceable because of the duration of such provision or the area covered thereby, the parties agree that the court making such determination shall have the power to reduce the duration and/or area of such provision and, in its reduced form, such provision shall then be enforceable.
10.4 The parties hereto intend to and hereby confer jurisdiction to enforce the covenants contained in Sections 8, 9 and 10 upon the courts of any state within the geographical scope of such covenants. In the event that the courts of any one or more of such states shall hold the terms contained in this Section 3 shall, for any such covenant wholly unenforceable by reason of the breadth of such reason, be held to be excessively broad with regard to time, geographic scope or otherwiseactivity, the term shall be construed in a manner to enable it is the intention of the parties hereto that such determination not bar or in any way affect the Company's right to be enforced to the relief provided above in the courts of any other states within the geographical scope of such covenants, as to breaches of such covenants in such other respective jurisdictions, the above covenants as they relate to each state being, for this purpose, severable into diverse and independent covenantsextent compatible with applicable law.
10.5 The covenants in Sections 8, 9, and 10 are conditions of Employee’s continued employment with the Company, and they are not tied to Employee’s performance of any particular position, role or job; therefore, the covenants in Sections 8, 9, and 10 shall survive any change in Employee’s position, title, compensation, benefits, role, or responsibilities and shall remain in full force and effect following any such change. By continuing in the Company’s employ, Employee continually re-affirms the intention to be bound by these ongoing covenants.
Appears in 2 contracts
Sources: Employment Agreement (Playtika Holding Corp.), Employment Agreement (Playtika Holding Corp.)
Non-Competition and Non-Solicitation. During 6.1 Employee agrees that he will not:
(i) anywhere the Term Company does business, including but not limited to Williston Basin and the Rocky Mountain Region, engage, directly or indirectly, alone or as a shareholder (other than as a holder of less than ten percent (10%) of the common stock of any publicly traded corporation), partner, officer, director, employee, consultant or advisor, or otherwise in any way participate in or become associated with, any other business organization that is engaged or becomes engaged in any business that is the same or substantially identical business of the Company, or is directly competitive with, any business activity that the Company is conducting at the time of Employee’s termination or has notified Employee that it proposes to conduct and for which the Company has, prior to the time of such termination, expended substantial resources (the “Designated Industry”),
(ii) divert to any competitor of the Company any customer of the Company, or
(iii) solicit any employee, consultant or independent contractor of the Company to change its relationship with the Company, or hire or offer employment to, or a consulting or independent contractor relationship with, any person to whom Employee actually knows the Company has offered employment; provided, however, that this provision does not apply to any employee, consultant or independent contractor of the Company who responds to a general solicitation for an advertised position provided Employee has not otherwise engaged in conduct prohibited by this Section 6.
6.2 Employee agrees to be bound by the provisions of this Section 6 in consideration for the Company’s employment of Employee, payment of the compensation and benefits provided under Section 3 and Section 4 above and the covenants and agreements set forth herein. The provisions of this Section 6 shall apply during the term of Employee’s employment with the Company and for a period of one (1) year following the date of termination of Employee’s employment with the Company and/or for any reason, whether such termination is at the initiative of Employee or the Company or before or after expiration of the Term. The parties agree that the provisions of this Section 6 shall survive any termination of this Agreement, for any reason and whether voluntary or involuntary: (a) the Employee shall not in the United States or in any country in which the Company shall then will continue to be doing business, directly or indirectly, enter the employ of, or render any services to, any person, firm or corporation engaged in any business that is competitive with the business of the Company or of any of its subsidiaries or affiliates of which the Employee may become an employee or officer during the Term; Employee shall not engage in such business on Employee’s own account; and Employee shall not become interested in any such business, directly or indirectly, as an individual, partner, shareholder, director, officer, principal, agent, employee, trustee, consultant, or any other relationship or capacity; provided, however, that nothing contained in this Section 10 shall be deemed to prohibit the Employee from acquiring, solely as an investment, shares of capital stock of any public corporation; (b) neither the Employee nor any Affiliate of the Employee shall solicit or utilize, or assist any person in any way to solicit or utilize, the services, directly or indirectly, of any of the Company's directors, key advisors, officers or employees (collectively, "Associates of the Company"). This non-solicitation and non-utilization provision shall not apply to Associates of the Company who have previously terminated their relationship with the Company. The above covenants will apply to the Employee, regardless of the circumstances under which the employment ends or this Agreement is terminated.
10.1 If the Employee commits a breach, or threatens to commit a breach, of any of bound by the provisions of this Section 10, 6 until their expiration and Employee shall not be entitled to any compensation from the Company shall have the following rights and remedies:with respect thereto except as provided under this Agreement.
10.1.1 The right and remedy to have 6.3 Employee acknowledges that the provisions of this Agreement specifically enforced by any court having equity jurisdiction, it being acknowledged Section 6 are essential to protect the business and agreed that any such breach or threatened breach shall cause irreparable injury to the Company and that money damages shall not provide an adequate remedy to goodwill of the Company; and
10.1.2 The right and remedy immediately to cease providing the salary continuation payments and other benefits under Sections 6.1 and 6.2 of this Agreement and to require the Employee to repay to the Company . If at any such payments and benefits that already have been provided as of the time the Company learns of Employee’s breach provisions of this Section 10.
10.1.3 The right and remedy and to require the Employee to account for and pay over to the Company all compensation, profits, monies, accruals, increments or other benefits (collectively "Benefits") derived or received by the Employee as the result of any transactions constituting a breach of any of the provisions of the preceding paragraph, and the Employee hereby agrees to account for and pay over such Benefits to the Company. Each of the rights and remedies enumerated above 6 shall be independent of the other, and shall be severally enforceable, and all of such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company under law or in equity.
10.2 If any of the covenants contained in Section 8, 9 or 10, or any part thereof, is hereafter construed determined to be invalid or unenforceable, the same shall not affect the remainder of the covenant or covenants, which shall be given full effect without regard to the invalid portions.
10.3 If any of the covenants contained in Section 8, 9 or 10, or any part thereof, is held to be unenforceable because of the duration of such provision or the area covered thereby, the parties agree that the court making such determination shall have the power to reduce the duration and/or area of such provision and, in its reduced form, such provision shall then be enforceable.
10.4 The parties hereto intend to and hereby confer jurisdiction to enforce the covenants contained in Sections 8, 9 and 10 upon the courts of any state within the geographical scope of such covenants. In the event that the courts of any one or more of such states shall hold any such covenant wholly unenforceable by reason of the breadth of such scope being vague or otherwiseunreasonable as to area, it is the intention of the parties hereto that such determination not bar duration or in any way affect the Company's right to the relief provided above in the courts of any other states within the geographical scope of such covenantsactivity, as to breaches of such covenants in such other respective jurisdictions, the above covenants as they relate to each state being, for this purpose, severable into diverse and independent covenants.
10.5 The covenants in Sections 8, 9, and 10 are conditions of Employee’s continued employment with the Company, and they are not tied to Employee’s performance of any particular position, role or job; therefore, the covenants in Sections 8, 9, and 10 Section 6 shall survive any change in Employee’s position, title, compensation, benefits, role, or responsibilities be considered divisible and shall remain in full force become and effect following any be immediately amended to only such change. By continuing in the Company’s employarea, Employee continually re-affirms the intention duration and scope of activity as shall be determined to be bound reasonable and enforceable by these ongoing covenantsthe court or other body having jurisdiction over the matter; and Employee agrees that this Section 6 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein.
Appears in 2 contracts
Sources: Employment Agreement (Dakota Plains Holdings, Inc.), Employment Agreement (Dakota Plains Holdings, Inc.)
Non-Competition and Non-Solicitation. During the Term and (a) Seller agrees that, for a period of one year five (5) years following the date of termination of Employee’s employment with the Company and/or the termination of this AgreementClosing Date, for any reason it shall not, and whether voluntary or involuntary: (a) the Employee shall cause its Affiliates not in the United States or in any country in which the Company shall then be doing businessto, directly or indirectly, enter own, manage, operate, control or participate in the employ ofownership, management, operation or render control of any services tobusiness, any personwhether in corporate, firm proprietorship or corporation partnership form or otherwise, engaged in the Business. Notwithstanding the foregoing or any business that is competitive with other term or provision in this Agreement to the business contrary, (i) Seller shall not be prohibited from participating in the operation of the Company remaining business and assets of Seller (other than the Business) including permitting any Person to advertise with Seller (or of on or in any of Seller’s websites, magazines or job boards) or attend, exhibit, sponsor or speak at any Seller conference, exhibition, training, class or webinar and (ii) following the expiration of the Non-Competition Period (as defined in the Non-Competition Agreement), this Section 5.13(a) shall only apply to ▇▇▇▇ ▇▇▇▇▇▇▇ in his capacity as an employee, officer and director of Seller and its subsidiaries Subsidiaries (and not in his individual capacity or affiliates as an Affiliate of which Seller or its Subsidiaries). The parties hereto specifically acknowledge and agree that the Employee may become an employee remedy at law for any breach of the foregoing will be inadequate and that Purchaser, in addition to any other relief available to it, shall be entitled to temporary and permanent injunctive relief without the necessity of proving actual damage or officer during posting any bond whatsoever.
(b) Seller and Purchaser each agree that, for a period of three (3) years following the Term; Employee Closing Date, it shall not engage solicit or induce the employment or services of or hire any employee of Purchaser or any employee providing services to the Business, in such business on Employee’s own account; and Employee shall not become interested in any such business, directly or indirectly, as an individual, partner, shareholder, director, officer, principal, agent, employee, trustee, consultantthe case of Seller, or any employee of Seller, in the case of Purchaser, without the prior written consent of such other relationship or capacityparty hereto; provided, however, that nothing contained in this Section 10 general solicitations to the public not directed at such employees shall not be deemed to prohibit the Employee from acquiring, solely as an investment, shares of capital stock of any public corporation; (b) neither the Employee nor any Affiliate of the Employee shall solicit or utilize, or assist any person in any way to solicit or utilize, the services, directly or indirectly, of any of the Company's directors, key advisors, officers or employees (collectively, "Associates of the Company"). This non-solicitation and non-utilization provision shall not apply to Associates of the Company who have previously terminated their relationship with the Company. The above covenants will apply to the Employee, regardless of the circumstances under which the employment ends or this Agreement is terminated.
10.1 If the Employee commits a breach, or threatens to commit a breach, of any of the provisions violation of this Section 105.13(b). Notwithstanding the foregoing, if Seller or Purchaser terminates the Company shall have the following rights and remedies:
10.1.1 The right and remedy to have the provisions employment of this Agreement specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach employee, Purchaser or threatened breach shall cause irreparable injury to the Company and that money damages shall not provide an adequate remedy to the Company; and
10.1.2 The right and remedy immediately to cease providing the salary continuation payments and other benefits under Sections 6.1 and 6.2 of this Agreement and to require the Employee to repay to the Company any such payments and benefits that already have been provided as of the time the Company learns of Employee’s breach of this Section 10.
10.1.3 The right and remedy and to require the Employee to account for and pay over to the Company all compensationSeller, profits, monies, accruals, increments or other benefits (collectively "Benefits") derived or received by the Employee as the result of any transactions constituting a breach of any of the provisions of the preceding paragraphcase may be, and the Employee hereby agrees to account for and pay over such Benefits to the Company. Each of the rights and remedies enumerated above shall be independent of the other, and shall be severally enforceable, and all of permitted to solicit such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company under law or in equityterminated employee.
10.2 If any of the covenants contained in Section 8, 9 or 10, or any part thereof, is hereafter construed to be invalid or unenforceable, the same shall not affect the remainder of the covenant or covenants, which shall be given full effect without regard to the invalid portions.
10.3 If any of the covenants contained in Section 8, 9 or 10, or any part thereof, is held to be unenforceable because of the duration of such provision or the area covered thereby, the parties agree that the court making such determination shall have the power to reduce the duration and/or area of such provision and, in its reduced form, such provision shall then be enforceable.
10.4 The parties hereto intend to and hereby confer jurisdiction to enforce the covenants contained in Sections 8, 9 and 10 upon the courts of any state within the geographical scope of such covenants. In the event that the courts of any one or more of such states shall hold any such covenant wholly unenforceable by reason of the breadth of such scope or otherwise, it is the intention of the parties hereto that such determination not bar or in any way affect the Company's right to the relief provided above in the courts of any other states within the geographical scope of such covenants, as to breaches of such covenants in such other respective jurisdictions, the above covenants as they relate to each state being, for this purpose, severable into diverse and independent covenants.
10.5 The covenants in Sections 8, 9, and 10 are conditions of Employee’s continued employment with the Company, and they are not tied to Employee’s performance of any particular position, role or job; therefore, the covenants in Sections 8, 9, and 10 shall survive any change in Employee’s position, title, compensation, benefits, role, or responsibilities and shall remain in full force and effect following any such change. By continuing in the Company’s employ, Employee continually re-affirms the intention to be bound by these ongoing covenants.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Meckler Alan M), Stock Purchase Agreement (Jupitermedia Corp)
Non-Competition and Non-Solicitation. During In consideration of the Company’s entering into this Agreement, Executive agrees that during the Employment Term and and, with respect to Section 5.1(a) below, for a period of one year following the date of termination of Employee’s employment with the Company and/or eight (8) months after the termination of this Agreementthe Employment Term and, with respect to Section 5.1(b) and (c) below, for a period of twelve (12) months after the termination of the Employment Term, without regard to its termination for any reason and whether voluntary which does not constitute a breach of this Agreement by the Company or involuntary: a resignation for Good Reason by the Executive, Executive shall not, unless acting pursuant hereto or with the prior written consent of the Board:
(a) the Employee shall not in the United States or in any country in which the Company shall then be doing business, directly or indirectly, enter own, manage, operate, finance, join, control or participate in the employ ownership, management, operation, financing or control of, or render any services to, any person, firm or corporation engaged in any business that is competitive with the business of the Company or of any of its subsidiaries or affiliates of which the Employee may become an employee or officer during the Term; Employee shall not engage in such business on Employee’s own account; and Employee shall not become interested in any such business, directly or indirectly, be connected as an individual, partner, shareholderofficer, director, officeremployee, partner, principal, agent, employeerepresentative, trustee, consultantconsultant or otherwise with, or use or permit Executive’s name to be used in connection with any other relationship Competing Business (defined below) within any state in which the Company currently engages in any substantial business activity or capacityany state in which the Company engaged in any substantial business activity during the thirty-six month period preceding the date the Executive’s employment terminates; provided, however, that nothing contained in notwithstanding the foregoing, this Section 10 provision shall not be deemed construed to prohibit the Employee from acquiring, solely as an investment, shares passive ownership by Executive of not more than five percent (5%) of the capital stock of any public corporation; corporation which is engaged in any Competing Business having a class of securities registered pursuant to the Securities Exchange Act of 1934, as amended;
(b) neither the Employee nor any Affiliate of the Employee shall solicit or utilizedivert to any Competing Business any individual or entity which is an active or prospective customer of Company or was such an active or prospective customer at any time during the preceding 12 months; or
(c) employ, attempt to employ, solicit or assist any person Competing Business in employing any way to solicit or utilize, the services, directly or indirectly, of any of the Company's directors, key advisors, officers or employees (collectively, "Associates of the Company"). This non-solicitation and non-utilization provision shall not apply to Associates employee of the Company who have previously terminated their relationship with the Company. The above covenants will apply to the Employee, regardless of the circumstances under which the employment ends whether as an employee or this Agreement is terminatedconsultant.
10.1 If the Employee commits a breach, or threatens to commit a breach, of any of the provisions of this Section 10, the Company shall have the following rights and remedies:
10.1.1 The right and remedy to have the provisions of this Agreement specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to the Company and that money damages shall not provide an adequate remedy to the Company; and
10.1.2 The right and remedy immediately to cease providing the salary continuation payments and other benefits under Sections 6.1 and 6.2 of this Agreement and to require the Employee to repay to the Company any such payments and benefits that already have been provided as of the time the Company learns of Employee’s breach of this Section 10.
10.1.3 The right and remedy and to require the Employee to account for and pay over to the Company all compensation, profits, monies, accruals, increments or other benefits (collectively "Benefits") derived or received by the Employee as the result of any transactions constituting a breach of any of the provisions of the preceding paragraph, and the Employee hereby agrees to account for and pay over such Benefits to the Company. Each of the rights and remedies enumerated above shall be independent of the other, and shall be severally enforceable, and all of such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company under law or in equity.
10.2 If any of the covenants contained in Section 8, 9 or 10, or any part thereof, is hereafter construed to be invalid or unenforceable, the same shall not affect the remainder of the covenant or covenants, which shall be given full effect without regard to the invalid portions.
10.3 If any of the covenants contained in Section 8, 9 or 10, or any part thereof, is held to be unenforceable because of the duration of such provision or the area covered thereby, the parties agree that the court making such determination shall have the power to reduce the duration and/or area of such provision and, in its reduced form, such provision shall then be enforceable.
10.4 The parties hereto intend to and hereby confer jurisdiction to enforce the covenants contained in Sections 8, 9 and 10 upon the courts of any state within the geographical scope of such covenants. In the event that the courts of any one or more of such states shall hold any such covenant wholly unenforceable by reason of the breadth of such scope or otherwise, it is the intention of the parties hereto that such determination not bar or in any way affect the Company's right to the relief provided above in the courts of any other states within the geographical scope of such covenants, as to breaches of such covenants in such other respective jurisdictions, the above covenants as they relate to each state being, for this purpose, severable into diverse and independent covenants.
10.5 The covenants in Sections 8, 9, and 10 are conditions of Employee’s continued employment with the Company, and they are not tied to Employee’s performance of any particular position, role or job; therefore, the covenants in Sections 8, 9, and 10 shall survive any change in Employee’s position, title, compensation, benefits, role, or responsibilities and shall remain in full force and effect following any such change. By continuing in the Company’s employ, Employee continually re-affirms the intention to be bound by these ongoing covenants.
Appears in 2 contracts
Sources: Employment Agreement (RAIT Financial Trust), Employment Agreement (RAIT Financial Trust)
Non-Competition and Non-Solicitation. During 6.1 Employee agrees that he will not, directly or indirectly:
(i) anywhere within the Term United States, engage, directly or indirectly, alone or as a shareholder (other than as a holder of less than five percent (5%) of the common stock of any publicly traded corporation), partner, officer, director, employee, consultant or advisor, or otherwise in any way participate in or become associated with, any other business organization that is engaged or becomes engaged in any business that is the same or substantially identical business of the Company, or is directly competitive with, any business activity that the Company is conducting at the time of the Employee’s termination or has notified the Employee that it proposes to conduct and for a period which the Company has, prior to the time of one year following such termination, expended substantial resources (the date “Designated Industry”),
(ii) solicit any operator or holder of termination mineral or other land rights to change, terminate, or alter its relationship with the Company or induce any such operator or holder to not renew any then existing relationship with the Company, or
(iii) solicit any employee, consultant, or operator of the Company to change its relationship with the Company, or hire or offer employment to any person to whom the Employee actually knows the Company has offered employment.
6.2 Employee agrees to be bound by the provisions of this Section 6 in consideration for the Company’s employment of Employee, payment of the compensation and benefits provided under Section 3 and Section 4 above and the covenants and agreements set forth herein. The provisions of this Section 6 shall apply during the term of Employee’s employment with the Company and/or the and for a period of one (1) year following termination of this Agreement, for any reason and whether voluntary or involuntary: (a) the Employee shall not in the United States or in any country in which the Company shall then be doing business, directly or indirectly, enter the employ of, or render any services to, any person, firm or corporation engaged in any business that is competitive with the business of the Company or of any of its subsidiaries or affiliates of which the Employee may become an employee or officer during the Term; Employee shall not engage in such business on Employee’s own account; and Employee shall not become interested in any such business, directly or indirectly, as an individual, partner, shareholder, director, officer, principal, agent, employee, trustee, consultant, or any other relationship or capacityemployment; provided, however, that nothing contained in the provisions of this Section 10 6 shall be deemed cease to prohibit apply immediately upon any “change in control” or in the Employee from acquiringevent that the Company terminates Employee’s employment for any reason other than for Cause. For the purposes of this Agreement, solely as an investmenta “change in control” shall mean (i) the consummation of a reorganization, shares merger, share exchange, consolidation or similar transaction, or the sale or disposition of capital stock of any public corporation; (b) neither the Employee nor any Affiliate all or substantially all of the Employee shall solicit or utilizeassets of the Company, or assist any person unless, in any way to solicit or utilizecase, the servicespersons beneficially owning the voting securities of the Company immediately before the transaction beneficially own, directly or indirectly, of any immediately after the transaction, at least fifty percent (50%) of the Company's directors, key advisors, officers or employees (collectively, "Associates of the Company"). This non-solicitation and non-utilization provision shall not apply to Associates voting securities of the Company who have previously terminated or any other corporation or other entity resulting from or surviving the transaction in substantially the same proportion as their relationship with respective ownership of the Companyvoting securities of the Company immediately prior to the transaction. The above covenants will apply to the Employee, regardless of the circumstances under which the employment ends or this Agreement is terminated.
10.1 If the Employee commits a breach, or threatens to commit a breach, of any of parties agree that the provisions of this Section 106 shall survive any termination of this Agreement, the Company shall have the following rights and remedies:
10.1.1 The right and remedy Employee will continue to have be bound by the provisions of this Agreement specifically enforced by Section 6 until their expiration and Employee shall not be entitled to any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to compensation from the Company and with respect thereto except as provided under this Agreement.
6.3 Employee acknowledges that money damages shall not provide an adequate remedy to the Company; and
10.1.2 The right and remedy immediately to cease providing the salary continuation payments and other benefits under Sections 6.1 and 6.2 of this Agreement and to require the Employee to repay to the Company any such payments and benefits that already have been provided as of the time the Company learns of Employee’s breach provisions of this Section 10.
10.1.3 The right 6 are essential to protect the business and remedy and to require goodwill of the Employee to account for and pay over to the Company all compensation, profits, monies, accruals, increments or other benefits (collectively "Benefits") derived or received by the Employee as the result of Company. If at any transactions constituting a breach of any of time the provisions of the preceding paragraph, and the Employee hereby agrees to account for and pay over such Benefits to the Company. Each of the rights and remedies enumerated above this Section 6 shall be independent of the other, and shall be severally enforceable, and all of such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company under law or in equity.
10.2 If any of the covenants contained in Section 8, 9 or 10, or any part thereof, is hereafter construed determined to be invalid or unenforceable, the same shall not affect the remainder of the covenant or covenants, which shall be given full effect without regard to the invalid portions.
10.3 If any of the covenants contained in Section 8, 9 or 10, or any part thereof, is held to be unenforceable because of the duration of such provision or the area covered thereby, the parties agree that the court making such determination shall have the power to reduce the duration and/or area of such provision and, in its reduced form, such provision shall then be enforceable.
10.4 The parties hereto intend to and hereby confer jurisdiction to enforce the covenants contained in Sections 8, 9 and 10 upon the courts of any state within the geographical scope of such covenants. In the event that the courts of any one or more of such states shall hold any such covenant wholly unenforceable by reason of the breadth of such scope being vague or otherwiseunreasonable as to area, it is the intention of the parties hereto that such determination not bar duration or in any way affect the Company's right to the relief provided above in the courts of any other states within the geographical scope of such covenantsactivity, as to breaches of such covenants in such other respective jurisdictions, the above covenants as they relate to each state being, for this purpose, severable into diverse and independent covenants.
10.5 The covenants in Sections 8, 9, and 10 are conditions of Employee’s continued employment with the Company, and they are not tied to Employee’s performance of any particular position, role or job; therefore, the covenants in Sections 8, 9, and 10 Section 6 shall survive any change in Employee’s position, title, compensation, benefits, role, or responsibilities be considered divisible and shall remain in full force become and effect following any be immediately amended to only such change. By continuing in the Company’s employarea, Employee continually re-affirms the intention duration and scope of activity as shall be determined to be bound reasonable and enforceable by these ongoing covenantsthe court or other body having jurisdiction over the matter; and the Employee agrees that this Section 6 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein.
Appears in 2 contracts
Sources: Employment Agreement (Voyager Oil & Gas, Inc.), Employment Agreement (Voyager Oil & Gas, Inc.)
Non-Competition and Non-Solicitation. During (i) In recognition of the consideration set forth herein, the sufficiency of which is hereby acknowledged, Executive hereby covenants and agrees that, subject to extension as set forth below, while employed during the Term and for a period of one (1) year following the date of after Executive’s termination of Employee’s employment with the Company and/or the termination of this Agreement, for any reason and whether voluntary or involuntary: (a) the Employee “Non-Compete Term”), Executive shall not in the United States or in any country in which the Company shall then be doing businessnot, either directly or indirectly, enter the employ ofindividually or by or through any Covered Entity, whether for consideration or render any services to, any person, firm or corporation engaged otherwise: (1) engage in any business that is competitive with the business (except on behalf of the Company or of any of its subsidiaries Subsidiaries or affiliates Affiliates), or compete with the Company or any of which its Subsidiaries or Affiliates in, a Competing Business anywhere in the Employee may Territory; or (2) form or assist others in forming, be employed by, perform services for, become an employee officer, director, member or officer partner of, or participant in, or consultant or independent contractor to, invest in or own any interest in (whether through equity or debt securities), assist (financially or otherwise) or lend Executive’s name, counsel or assistance to any entity engaged in a Competing Business anywhere in the Territory. Notwithstanding the foregoing, Executive’s continuance of service in the Existing Board Positions shall not be a violation of this Section 4(k).
(ii) Also in recognition of the consideration set forth herein, Executive hereby covenants and agrees that, during the Non-Compete Term; Employee , Executive shall not engage in such business on Employee’s own account; and Employee shall not become interested in any such businessnot, either directly or indirectly, as an individualindividually or by or through any Covered Entity, partner, shareholder, director, officer, principal, agent, employee, trustee, consultant, whether for consideration or any other relationship or capacity; provided, however, that nothing contained in this Section 10 shall be deemed to prohibit the Employee from acquiring, solely as an investment, shares of capital stock of any public corporation; otherwise: (bA) neither the Employee nor any Affiliate of the Employee shall solicit or utilizeaccept business from any Customer or Prospective Customer, in each case, for the purpose of providing goods or assist any person services in any way to a Competing Business, (B) solicit or utilizeinduce any Customer to terminate, the servicesreduce or alter, directly or indirectly, of any of the Company's directors, key advisors, officers or employees (collectively, "Associates of the Company"). This non-solicitation and non-utilization provision shall not apply to Associates of the Company who have previously terminated their relationship with the Company. The above covenants will apply to the Employee, regardless of the circumstances under which the employment ends or this Agreement is terminated.
10.1 If the Employee commits in a breach, or threatens to commit a breach, of any of the provisions of this Section 10, the Company shall have the following rights and remedies:
10.1.1 The right and remedy to have the provisions of this Agreement specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to the Company and that money damages shall not provide an adequate remedy manner adverse to the Company; and
10.1.2 The right and remedy immediately to cease providing the salary continuation payments and other benefits under Sections 6.1 and 6.2 of this Agreement and to require the Employee to repay to the Company any such payments and benefits that already have been provided as of the time the Company learns of Employee’s breach of this Section 10.
10.1.3 The right and remedy and to require the Employee to account for and pay over to the Company all compensation, profits, monies, accruals, increments or other benefits (collectively "Benefits") derived or received by the Employee as the result of any transactions constituting a breach of any of the provisions of the preceding paragraph, and the Employee hereby agrees to account for and pay over such Benefits to the Company. Each of the rights and remedies enumerated above shall be independent of the other, and shall be severally enforceable, and all of such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company under law existing business arrangement or in equity.
10.2 If any of the covenants contained in Section 8, 9 or 10, or any part thereof, is hereafter construed to be invalid or unenforceable, the same shall not affect the remainder of the covenant or covenants, which shall be given full effect without regard to the invalid portions.
10.3 If any of the covenants contained in Section 8, 9 or 10, or any part thereof, is held to be unenforceable because of the duration of such provision or the area covered thereby, the parties agree that the court making such determination shall have the power to reduce the duration and/or area of such provision and, in its reduced form, such provision shall then be enforceable.
10.4 The parties hereto intend to and hereby confer jurisdiction to enforce the covenants contained in Sections 8, 9 and 10 upon the courts of any state within the geographical scope of such covenants. In the event that the courts of any one or more of such states shall hold any such covenant wholly unenforceable by reason of the breadth of such scope or otherwise, it is the intention of the parties hereto that such determination not bar or in any way affect the Company's right to the relief provided above in the courts of any other states within the geographical scope of such covenants, as to breaches of such covenants in such other respective jurisdictions, the above covenants as they relate to each state being, for this purpose, severable into diverse and independent covenants.
10.5 The covenants in Sections 8, 9, and 10 are conditions of Employee’s continued employment agreement with the Company, or (C) solicit, hire, attempt to solicit or attempt to hire any person who is or was an employee, third party consultant or independent contractor of the Company or any of its Subsidiaries or Affiliates at any time during the 24 months prior to such solicitation or hiring. The restrictions set forth in this Section 4(k)(ii) shall not prohibit any form of general advertising or solicitation that is not directed at a specific person or entity and they are does not tied relate to Employee’s performance a Competing Business.
(iii) Executive agrees that the payment of any particular positionseverance, role including Without Cause Severance Pay or job; thereforeGood Reason Severance Pay, the covenants in is conditioned on Executive’s compliance with Sections 84(h), 94(i), 4(j), 4(k) and 10 shall survive 4(l) and that, if Executive breaches any change in Employee’s positionof those sections, title, compensation, benefits, roleExecutive (A) forfeits his rights to receive any Without Cause Severance Pay or Good Reason Severance Pay and (B) will repay, or responsibilities and shall remain in full force and effect following any such change. By continuing in the Company’s employ, Employee continually re-affirms the intention cause to be bound repaid, to the Company the full amount of any severance, including Without Cause Severance Pay or Good Reason Severance Pay paid by these ongoing covenantsthe Company to him prior to the date of such breach.
Appears in 2 contracts
Sources: Executive Employment Agreement (TriSalus Life Sciences, Inc.), Executive Employment Agreement (TriSalus Life Sciences, Inc.)
Non-Competition and Non-Solicitation. During the Term Employee’s employment with the Company and for a period of one (1) year following the date of termination of Employee’s employment with the Company and/or the termination of this Agreement, for any reason and whether voluntary or involuntaryTermination Date: (a) the Employee shall not in the United States or in any country in which the Company shall then be doing business, directly or indirectly, enter the employ of, or render any services to, any person, firm or corporation engaged in any business that is competitive Competing with the business of the Company or of any of its subsidiaries Subsidiaries or affiliates Affiliates of which the Employee may become an employee or officer during the TermEmployee’s employment with the Company; Employee shall not engage in such business on Employee’s own account; and Employee shall not become interested in any such business, directly or indirectly, as an individual, partner, shareholder, director, officer, principal, agent, employee, trustee, consultant, or any other relationship or capacity; provided, however, that nothing contained in this Section 10 9 shall be deemed to prohibit the Employee from acquiring, solely as an investment, up to two percent (2%) of the shares of capital stock of any Competing public corporationcorporation or from being employed by or associated with (including serving as a consultant to) a subsidiary, division, department, unit or affiliate (each, a “Unit”) of an entity if that Unit is not engaged in any business which is Competing with the business of the Company, irrespective of whether some other Unit of such entity engages in such competition; and (b) neither the Employee nor any Affiliate of the Employee shall solicit or utilize, or assist any person in any way to solicit or utilize, the servicesnot, directly or indirectly, of solicit, entice or persuade, or attempt to solicit, entice or persuade, any of the Company's directors, key advisors, officers or employees of or consultants to the Company (collectively, "“Associates of the Company")”) to leave the services of the Company for any reason. This non-solicitation and non-utilization provision shall not apply to Associates of the Company who have previously terminated their relationship with the Company. The above covenants will apply to the Employee, regardless of the circumstances under which the employment ends or this Agreement is terminatedends.
10.1 9.1 If the Employee commits a breach, or threatens to commit a breach, of any of the provisions of this Section 109, the Company shall have the following rights and remedies:
10.1.1 9.1.1 The right and remedy to have the provisions of this Agreement specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to the Company and that money damages shall not provide an adequate remedy to the Company; and
10.1.2 9.1.2 The right and remedy immediately to cease providing the salary continuation payments and other benefits under Sections 6.1 and 6.2 of this Agreement and to require the Employee to repay to the Company any such payments and benefits that already have been provided as of the time the Company learns of Employee’s breach of this Section 109; provided, however, that if the Employee challenges pursuant to Section 12.2 the Company’s enforcement of the provisions of Section 9 and the cessation of salary continuation payments and other benefits under this Section 9.1.2 and the Employee prevails in such action, the Company shall pay the Employee any salary continuation payments and other benefits that were withheld.
10.1.3 9.1.3 The right and remedy and to require the Employee to account for and pay over to the Company all compensation, profits, monies, accruals, increments or other benefits (collectively "“Benefits"”) derived or received by the Employee as the result of any transactions constituting a breach of any of the provisions of the preceding paragraph, and the Employee hereby agrees to account for and pay over such Benefits to the Company.
9.1.4 The one (1) year post-termination restriction period shall be tolled during any period of such breach or threatened breach. Each of the rights and remedies enumerated above shall be independent of the other, and shall be severally enforceable, and all of such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company under law or in equity.
10.2 9.2 If any of the covenants contained in Section 87, 9 8 or 109, or any part thereof, is hereafter construed to be invalid or unenforceable, the same shall not affect the remainder of the covenant or covenants, which shall be given full effect without regard to the invalid portions.
10.3 9.3 If any of the covenants contained in Section 87, 9 8 or 109, or any part thereof, is held to be unenforceable because of the duration of such provision or the area covered thereby, the parties agree that the court making such determination shall have the power to reduce the duration and/or area of such provision and, in its reduced form, such provision shall then be enforceable.
10.4 The parties hereto intend to and hereby confer jurisdiction to enforce the covenants contained in Sections 8, 9 and 10 upon the courts of any state within the geographical scope of such covenants. In the event that the courts of any one or more of such states shall hold any such covenant wholly unenforceable by reason of the breadth of such scope or otherwise, it is the intention of the parties hereto that such determination not bar or in any way affect the Company's right to the relief provided above in the courts of any other states within the geographical scope of such covenants, as to breaches of such covenants in such other respective jurisdictions, the above covenants as they relate to each state being, for this purpose, severable into diverse and independent covenants.
10.5 9.4 The covenants in Sections 7, 8, 9, and 10 9 are conditions of Employee’s continued employment with the Company, and they are not tied to Employee’s performance of any particular position, role or job; therefore, the covenants in Sections 7, 8, 9, and 10 9 shall survive any change in Employee’s position, title, compensation, benefits, role, or responsibilities and shall remain in full force and effect following any such change. By continuing in the Company’s employ, Employee continually re-affirms the intention to be bound by these ongoing covenants.
Appears in 2 contracts
Sources: Executive Employment Agreement (Ariad Pharmaceuticals Inc), Executive Employment Agreement (Ariad Pharmaceuticals Inc)
Non-Competition and Non-Solicitation. During In order to protect the Term Company’s Proprietary Information and good will, during my employment and for a period of one year twelve (12) months following the date of termination of Employee’s employment with the Company and/or the termination of this Agreement, my employment for any reason and whether voluntary or involuntary: (a) the Employee shall “Restricted Period”), I will not in the United States or in any country in which the Company shall then be doing business, directly or indirectly, enter the employ of, or render any services to, any person, firm or corporation engaged in any business that is competitive with the business of the Company or of any of its subsidiaries or affiliates of which the Employee may become an employee or officer during the Term; Employee shall not engage in such business on Employee’s own account; and Employee shall not become interested in any such business, directly or indirectly, whether as an individualowner, partner, shareholder, director, officer, principalconsultant, agent, employee, trusteeco-venturer or otherwise, consultantengage, participate or invest in any business activity anywhere in the United States that researches, develops, manufactures, licenses or markets any products, or performs any other relationship or capacity; provided, howeverservices, that nothing contained are competitive with the products or services of the Company, or products or services that the Company has under development or that are the subject of active planning at any time during my employment; provided that this shall not prohibit any possible investment in this Section 10 shall be deemed to prohibit the Employee from acquiring, solely as an investment, shares of capital publicly traded stock of any public corporation; (b) neither the Employee nor any Affiliate a company representing less than one percent of the Employee shall solicit stock of such company or utilizein private investment vehicles for which I do not control any aspect of the investments by such vehicles related to investments in competition. In addition, or assist any person in any way to solicit or utilizeduring the Restricted Period, the servicesI will not, directly or indirectly, in any manner, other than for the benefit of the Company, (a) divert or take away any of the Company's directorscustomers, key advisors, officers business or employees (collectively, "Associates of the Company"). This non-solicitation and non-utilization provision shall not apply to Associates prospective customers of the Company who have previously terminated their relationship with the Company. The above covenants will apply or any of its suppliers, or call upon or solicit in order to the Employeedo so, regardless and/or (b) solicit, entice or attempt to persuade any other employee or consultant of the circumstances under which Company to leave the employment ends services of the Company for any reason or this Agreement is terminated.
10.1 If otherwise participate in or facilitate the Employee commits a breachhire, directly or threatens to commit a breachthrough another person or entity, of any person who is employed or exclusively engaged by the Company or who was employed or exclusively engaged by the Company within six months of the attempt to hire such person, provided that the foregoing shall not be violated by advertising not targeted at the foregoing in (a) or (b) or by serving as a reference upon request. I acknowledge and agree that if I violate any of the provisions of this Section 10paragraph 8, the Company running of the Restricted Period will be extended by the time during which I engage in such violation(s). Notwithstanding the foregoing, after the end of my employment, the obligations above other than (b) in the preceding sentence shall have the following rights and remedies:
10.1.1 The right and remedy not apply to have the provisions of this Agreement specifically enforced my employment by any court having equity jurisdiction, it being acknowledged and agreed that any publicly traded company where the competitive activities of such breach or threatened breach shall cause irreparable injury to company comprise less than five percent (5%) of the Company and that money damages shall not provide an adequate remedy to the Company; and
10.1.2 The right and remedy immediately to cease providing the salary continuation payments and other benefits revenues under Sections 6.1 and 6.2 of this Agreement and to require the Employee to repay to the Company any such payments and benefits that already have been provided my supervision measured as of the time the Company learns of Employee’s breach of this Section 10.
10.1.3 The right and remedy and to require the Employee to account for and pay over to the Company all compensation, profits, monies, accruals, increments or other benefits (collectively "Benefits") derived or received by the Employee as the result of any transactions constituting a breach of any end of the provisions fiscal year ending immediately prior to my commencement of the preceding paragraph, and the Employee hereby agrees to account for and pay over such Benefits to the Company. Each of the rights and remedies enumerated above shall be independent of the other, and shall be severally enforceable, and all of such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company under law or in equity.
10.2 If any of the covenants contained in Section 8, 9 or 10, or any part thereof, is hereafter construed to be invalid or unenforceable, the same shall not affect the remainder of the covenant or covenants, which shall be given full effect without regard to the invalid portions.
10.3 If any of the covenants contained in Section 8, 9 or 10, or any part thereof, is held to be unenforceable because of the duration of such provision or the area covered thereby, the parties agree that the court making such determination shall have the power to reduce the duration and/or area of such provision and, in its reduced form, such provision shall then be enforceable.
10.4 The parties hereto intend to and hereby confer jurisdiction to enforce the covenants contained in Sections 8, 9 and 10 upon the courts of any state within the geographical scope of such covenants. In the event that the courts of any one or more of such states shall hold any such covenant wholly unenforceable by reason of the breadth of such scope or otherwise, it is the intention of the parties hereto that such determination not bar or in any way affect the Company's right to the relief provided above in the courts of any other states within the geographical scope of such covenants, as to breaches of such covenants in such other respective jurisdictions, the above covenants as they relate to each state being, for this purpose, severable into diverse and independent covenants.
10.5 The covenants in Sections 8, 9, and 10 are conditions of Employee’s continued employment with the Company, and they are not tied to Employee’s performance of any particular position, role or job; therefore, the covenants in Sections 8, 9, and 10 shall survive any change in Employee’s position, title, compensation, benefits, role, or responsibilities and shall remain in full force and effect following any such change. By continuing in the Company’s employ, Employee continually re-affirms the intention to be bound by these ongoing covenantscompany.
Appears in 2 contracts
Sources: Executive Employment Agreement (Centrexion Therapeutics Corp), Executive Employment Agreement (Centrexion Therapeutics Corp)
Non-Competition and Non-Solicitation. During In consideration of the Company’s entering into this Agreement, Executive agrees that during the Employment Term and for a period of one year following the date of termination of Employee’s employment with the Company and/or twelve (12) months after the termination of this Agreementthe Employment Term, without regard to its termination for any reason and whether voluntary which does not constitute a breach of this Agreement by the Company or involuntary: a resignation for Good Reason by Executive, Executive shall not, unless acting pursuant hereto or with the prior written consent of the Board:
(a) the Employee shall not in the United States or in any country in which the Company shall then be doing business, directly or indirectly, enter own, manage, operate, finance, join, control or participate in the employ ownership, management, operation, financing or control of, or render any services to, any person, firm or corporation engaged in any business that is competitive with the business of the Company or of any of its subsidiaries or affiliates of which the Employee may become an employee or officer during the Term; Employee shall not engage in such business on Employee’s own account; and Employee shall not become interested in any such business, directly or indirectly, be connected as an individual, partner, shareholderofficer, director, officeremployee, partner, principal, agent, employeerepresentative, trustee, consultantconsultant or otherwise with, or use or permit Executive’s name to be used in connection with any other relationship Competing Business (defined below) within any state in which the Company, and/or its affiliates, currently engage in any Substantial Business Activity (defined below) or capacityany state in which the Company, and/or its affiliates, engaged in any Substantial Business Activity during the thirty-six month period preceding the date Executive’s employment terminates; provided, however, that nothing contained in notwithstanding the foregoing, this Section 10 provision shall not be deemed construed to prohibit the Employee from acquiring, solely as an investment, shares passive ownership by Executive of not more than five percent (5%) of the capital stock of any public corporationcorporation which is engaged in any Competing Business having a class of securities registered pursuant to the Exchange Act; or
(b) neither the Employee nor solicit or divert to any Affiliate Competing Business any individual or entity which is an active or prospective customer of the Employee shall Company, and/or its affiliates, or was such an active or prospective customer at any time during the preceding twelve (12) months; or
(c) employ, attempt to employ, solicit or utilize, or assist any person Competing Business in employing any way to solicit or utilize, the services, directly or indirectly, of any employee of the Company's directors, key advisorsand/or its affiliates, officers whether as an employee or employees (collectively, "Associates of the Company"). This non-solicitation and non-utilization provision shall not apply to Associates of the Company who have previously terminated their relationship with the Company. The above covenants will apply to the Employee, regardless of the circumstances under which the employment ends or this Agreement is terminatedconsultant.
10.1 If the Employee commits a breach, or threatens to commit a breach, of any of the provisions of this Section 10, the Company shall have the following rights and remedies:
10.1.1 The right and remedy to have the provisions of this Agreement specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to the Company and that money damages shall not provide an adequate remedy to the Company; and
10.1.2 The right and remedy immediately to cease providing the salary continuation payments and other benefits under Sections 6.1 and 6.2 of this Agreement and to require the Employee to repay to the Company any such payments and benefits that already have been provided as of the time the Company learns of Employee’s breach of this Section 10.
10.1.3 The right and remedy and to require the Employee to account for and pay over to the Company all compensation, profits, monies, accruals, increments or other benefits (collectively "Benefits") derived or received by the Employee as the result of any transactions constituting a breach of any of the provisions of the preceding paragraph, and the Employee hereby agrees to account for and pay over such Benefits to the Company. Each of the rights and remedies enumerated above shall be independent of the other, and shall be severally enforceable, and all of such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company under law or in equity.
10.2 If any of the covenants contained in Section 8, 9 or 10, or any part thereof, is hereafter construed to be invalid or unenforceable, the same shall not affect the remainder of the covenant or covenants, which shall be given full effect without regard to the invalid portions.
10.3 If any of the covenants contained in Section 8, 9 or 10, or any part thereof, is held to be unenforceable because of the duration of such provision or the area covered thereby, the parties agree that the court making such determination shall have the power to reduce the duration and/or area of such provision and, in its reduced form, such provision shall then be enforceable.
10.4 The parties hereto intend to and hereby confer jurisdiction to enforce the covenants contained in Sections 8, 9 and 10 upon the courts of any state within the geographical scope of such covenants. In the event that the courts of any one or more of such states shall hold any such covenant wholly unenforceable by reason of the breadth of such scope or otherwise, it is the intention of the parties hereto that such determination not bar or in any way affect the Company's right to the relief provided above in the courts of any other states within the geographical scope of such covenants, as to breaches of such covenants in such other respective jurisdictions, the above covenants as they relate to each state being, for this purpose, severable into diverse and independent covenants.
10.5 The covenants in Sections 8, 9, and 10 are conditions of Employee’s continued employment with the Company, and they are not tied to Employee’s performance of any particular position, role or job; therefore, the covenants in Sections 8, 9, and 10 shall survive any change in Employee’s position, title, compensation, benefits, role, or responsibilities and shall remain in full force and effect following any such change. By continuing in the Company’s employ, Employee continually re-affirms the intention to be bound by these ongoing covenants.
Appears in 2 contracts
Sources: Employment Agreement (Independence Realty Trust, Inc), Employment Agreement (Independence Realty Trust, Inc)
Non-Competition and Non-Solicitation. During the Term and for For a period of one year five (5) years following the date of termination of Employee’s employment with the Company and/or the termination of this AgreementClosing Date, for any reason and whether voluntary neither Seller nor its affiliates, including Shareholder, shall (individually or involuntary: as a consultant, shareholder, partner, venturer, director, officer, agent or otherwise) (a) the Employee shall not engage in the United States business of operating a janitorial business or in any country in which the Company shall then be doing business, directly or indirectly, enter the employ of, or render any services to, any person, firm or corporation engaged in any business related enterprise that is competitive with the business of facilities or services offered by the Company or of any of its subsidiaries or affiliates of which the Employee may become an employee or officer during the Term; Employee shall not engage in such business on Employee’s own account; and Employee shall not become interested in any such businessBusiness within a hundred (100) mile radius from Anytown, directly or indirectly, as an individual, partner, shareholder, director, officer, principal, agent, employee, trustee, consultantUSA, or any other relationship or capacity; provided, however, that nothing contained in this Section 10 shall be deemed to prohibit the Employee from acquiring, solely as an investment, shares of capital stock of any public corporation; (b) neither solicit, call on or contact any past (within the Employee nor past 12 months) or present customers, suppliers or employees of Seller with respect to the Business. In addition, Seller and Shareholder shall keep and maintain all confidential and proprietary information of Seller, including without limitation, financial statements, customer and supplier lists, pricing information, sales and purchases margins and practices, methods of telephone solicitation and similar information regarding the business and affairs of Seller, confidential and shall not disclose such information to any Affiliate of the Employee shall solicit third person or utilizeexploit such information personally except as required under law, or assist any person if such information is in any way to solicit or utilize, the services, directly or indirectly, of any of public domain. In the Company's directors, key advisors, officers or employees (collectively, "Associates of the Company"). This non-solicitation and non-utilization provision shall not apply to Associates of the Company who have previously terminated their relationship with the Company. The above covenants will apply to the Employee, regardless of the circumstances under which the employment ends or this Agreement is terminated.
10.1 If the Employee commits a breach, or threatens to commit a breach, of any of the provisions of event that Seller breaches this Section 1013, the Company Buyer shall have the following rights and remedies:
10.1.1 The non-exclusive right and remedy to have the provisions of this Agreement section specifically enforced to the extent permitted by any court having equity of competent jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall might cause immediate irreparable injury to the Company Buyer and that money monetary damages shall may not provide an adequate remedy to the Company; and
10.1.2 The right and remedy immediately to cease providing the salary continuation payments and other benefits under Sections 6.1 and 6.2 of this Agreement and to require the Employee to repay to the Company any such payments and benefits that already have been provided as of the time the Company learns of Employee’s breach of this Section 10.
10.1.3 The right and remedy and to require the Employee to account for and pay over to the Company all compensation, profits, monies, accruals, increments or other benefits (collectively "Benefits") derived or received by the Employee as the result of any transactions constituting a breach of at law. If any of the provisions of the preceding paragraph, and the Employee hereby agrees to account for and pay over such Benefits to the Company. Each of the rights and remedies enumerated above shall be independent of the other, and shall be severally enforceable, and all of such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company under law or in equity.
10.2 If any of the covenants contained in this Section 8, 9 or 10, or any part thereof, is hereafter 13 are construed to be invalid or unenforceableunenforceable in any jurisdiction, the same shall not affect the remainder of the covenant or covenantsthis section shall not be affected, which shall be given full effect without regard to the invalid portions.
10.3 If any of the covenants contained in Section 8, 9 or 10, or any part thereof, is held to be unenforceable because of the duration of such provision or the area covered thereby, the parties agree that and the court making such a determination shall have the power to reduce modify this Section 13 and substitute the duration and/or area of such provision andmaximum duration, in its reduced form, such provision shall then be enforceable.
10.4 The parties hereto intend to and hereby confer jurisdiction to enforce the covenants contained in Sections 8, 9 and 10 upon the courts of any state within the geographical scope of such covenants. In the event that the courts of any one or more of such states shall hold any such covenant wholly unenforceable by reason of the breadth of such scope or otherwise, it is the intention of the parties hereto that such determination not bar or in any way affect the Company's right to the relief provided above in the courts of any other states within the geographical scope of such covenants, as to breaches of such covenants in such other respective jurisdictions, the above covenants as they relate to each state being, for this purpose, severable into diverse and independent covenants.
10.5 The covenants in Sections 8, 9, and 10 are conditions of Employee’s continued employment with the Company, and they are not tied to Employee’s performance of any particular position, role or job; therefore, the covenants in Sections 8, 9, and 10 shall survive any change in Employee’s position, title, compensation, benefits, rolescope, or responsibilities and shall remain in full force and effect following any such change. By continuing in area permissible under the Company’s employcircumstances for the stated duration, Employee continually re-affirms the intention to be bound by these ongoing covenantsscope, or area.
Appears in 2 contracts
Non-Competition and Non-Solicitation. During the Term 4.1. The Employee agrees and undertakes that he will not, for so long as this Agreement is in effect and for a period of one (1) year following thereafter (the date of termination of Employee’s employment with the Company and/or the termination of this Agreement, for any reason and whether voluntary or involuntary: (a) the Employee shall not in the United States or in any country in which the Company shall then be doing business“Non-Competition Period”), directly compete or indirectly, enter the employ of, or render any services to, any person, firm or corporation engaged in any business that is competitive to assist others to directly compete with the business of the Company Company, as currently conducted and as conducted and/or proposed to be conducted during the Non-Competition Period.
4.2. The Employee further agrees and undertakes that during the Non-Competition Period, he will not directly solicit any business which is similar to the Company’s business from individuals or entities that are customers, suppliers or contractors of the Company, any of its subsidiaries subsidiaries, affiliates or affiliates parent company during the Non-Competition Period, without the prior written consent of the CEO.
4.3. The Employee further agrees and undertakes that during the Non-Competition Period, without the prior written consent of the CEO, he will not employ, offer to employ, or in any way directly or indirectly solicit or seek to obtain or achieve the employment by any business or entity of any person employed by either the Company, its subsidiaries, affiliates, parent company or any successors or assigns thereof during the Non-Competition Period.
4.4. The Parties hereto agree that the duration and area for which the Employee may become an employee or officer during the Term; Employee shall not engage in such business on Employee’s own account; and Employee shall not become interested in any such business, directly or indirectly, as an individual, partner, shareholder, director, officer, principal, agent, employee, trustee, consultant, or any other relationship or capacity; provided, however, that nothing contained covenants set forth in this Section 10 shall 4 are to be deemed effective are necessary to prohibit protect the Employee from acquiring, solely as an investment, shares of capital stock of any public corporation; (b) neither the Employee nor any Affiliate of the Employee shall solicit or utilize, or assist any person in any way to solicit or utilize, the services, directly or indirectly, of any of the Company's directors, key advisors, officers or employees (collectively, "Associates of the Company"). This non-solicitation and non-utilization provision shall not apply to Associates legitimate interests of the Company who have previously terminated their relationship with the Company. The above covenants will apply to the Employee, regardless of the circumstances under which the employment ends or this Agreement is terminated.
10.1 If the Employee commits a breach, or threatens to commit a breach, of any of the provisions of this Section 10, the Company shall have the following rights and remedies:
10.1.1 The right its development efforts and remedy to have the provisions of this Agreement specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to the Company and that money damages shall not provide an adequate remedy to the Company; and
10.1.2 The right and remedy immediately to cease providing the salary continuation payments and other benefits under Sections 6.1 and 6.2 of this Agreement and to require the Employee to repay to the Company any such payments and benefits that already have been provided as of the time the Company learns of Employee’s breach of this Section 10.
10.1.3 The right and remedy and to require the Employee to account for and pay over to the Company all compensation, profits, monies, accruals, increments or other benefits (collectively "Benefits") derived or received by the Employee as the result of any transactions constituting a breach of any of the provisions of the preceding paragraph, and the Employee hereby agrees to account for and pay over such Benefits to the Company. Each of the rights and remedies enumerated above shall be independent of the other, and shall be severally enforceable, and all of such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company under law or in equity.
10.2 If any of the covenants contained in Section 8, 9 or 10, or any part thereof, is hereafter construed to be invalid or unenforceable, the same shall not affect the remainder of the covenant or covenants, which shall be given full effect without regard to the invalid portions.
10.3 If any of the covenants contained in Section 8, 9 or 10, or any part thereof, is held to be unenforceable because of the duration of such provision or the area covered thereby, the parties agree that the court making such determination shall have the power to reduce the duration and/or area of such provision andaccordingly are reasonable, in its reduced form, such provision shall then be enforceable.
10.4 The parties hereto intend to terms of their geographical and hereby confer jurisdiction to enforce the covenants contained in Sections 8, 9 and 10 upon the courts of any state within the geographical scope of such covenantstemporal scope. In the event that any court determines that the courts of any one or more of such states shall hold any such covenant wholly unenforceable by reason of the breadth of such scope or otherwise, it is the intention of the parties hereto time period and/or area are unreasonable and that such determination not bar or in any way affect covenants are to that extent unenforceable, the Company's right to the relief provided above in the courts of any other states within the geographical scope of such covenants, as to breaches of Parties hereto agree that such covenants in such other respective jurisdictions, the above covenants as they relate to each state being, for this purpose, severable into diverse and independent covenants.
10.5 The covenants in Sections 8, 9, and 10 are conditions of Employee’s continued employment with the Company, and they are not tied to Employee’s performance of any particular position, role or job; therefore, the covenants in Sections 8, 9, and 10 shall survive any change in Employee’s position, title, compensation, benefits, role, or responsibilities and shall remain in full force and effect following any such change. By continuing for the greatest period of time and in the greatest geographical area that would not render them unenforceable. A breach of Sections 3, 4 or 5 hereof, shall cause irreparable harm to the Company, its subsidiaries, affiliates and/or parent company and that the Company shall be entitled to any remedy available to it under applicable law, including specific performance of this Agreement or an injunction relief, together with the costs and reasonable attorney’s employfees and disbursements incurred by the Company in enforcing its rights under Sections 3, 4 or 5. The Employee continually re-affirms acknowledges that the intention to be bound by these ongoing covenantscompensation and benefits he receives hereunder are paid, inter alia, as consideration for his undertakings contained in Sections 3, 4 and 5.
Appears in 1 contract
Sources: Employment Agreement (Protalix BioTherapeutics, Inc.)
Non-Competition and Non-Solicitation. During In consideration of the Term benefits of this Agreement to Sellers and for a period of one year following the date of termination of Employee’s employment with the Company and/or the termination of in order to induce Purchaser to enter into this Agreement, for any reason and whether voluntary or involuntary: in order to protect the trade secrets, proprietary information and goodwill of the Company after the Closing and as a condition precedent to Purchaser entering into and performing its obligations under this Agreement, each Seller individually agrees to the following restrictions:
(a) Seller hereby covenants and agrees that, from and after the Employee Closing and until the fifth anniversary of the Closing Date (the “Restricted Period”), Seller and its Affiliates shall not in not, within the United States or in any country in which the Company shall then be doing business, directly or indirectly, enter the employ of, or render any services to, any person, firm or corporation engaged in any business that is competitive with the business of the Company or of any of its subsidiaries or affiliates of which the Employee may become an employee or officer during the Term; Employee shall not engage in such business on Employee’s own account; and Employee shall not become interested in any such businessStates, directly or indirectly, as an individual, a partner, shareholderstockholder, directormember, officerproprietor, principal, agentconsultant, employee, trusteejoint venturer, consultantor investor, engage in, or own, manage, operate or control, or participate in the ownership, management, operation or control of, or provide services to any business or entity that engages anywhere in the United States in any business that is in direct or indirect competition with the Business or any other relationship or capacitybusiness that the Company is actively pursuing as of the Closing Date, in a capacity in which Seller performs services substantially similar to those provided to Company; provided, however, that nothing contained herein shall prohibit Seller and its Affiliates from owning, in this Section 10 shall be deemed to prohibit the Employee from acquiringaggregate, solely as an investment, shares of capital stock not more than one percent (1%) of any public corporation; class of securities of a publicly traded entity in any of the foregoing lines of business so long as neither Seller nor any of its Affiliates participates in any way in the management, operation or control of such entity. Seller agrees that this covenant is reasonable with respect to its duration, geographical area and scope.
(b) neither Seller hereby covenants and agrees that, during the Employee nor any Affiliate of the Employee Restricted Period, Seller and its Affiliates shall solicit or utilize, or assist any person in any way to solicit or utilize, the servicesnot, directly or indirectly, of as a partner, stockholder, member, proprietor, consultant, joint venturer, investor or in any of the Company's directorsother capacity, key advisorssolicit or attempt to solicit or take any actions calculated to persuade (or that could otherwise reasonably be expected to cause) any Person who is or has been a customer, officers supplier, distributor, licensor, licensee, sales representative, sales agent, consultant or employees (collectively, "Associates of the Company"). This non-solicitation and non-utilization provision shall not apply to Associates any other business relation of the Company prior to or after the Closing and with whom Seller has had material contact to cease doing business with, or to alter or limit its business relationship with, the Company. Neither Seller nor any of its Affiliates shall take any action designed or intended to have the effect of discouraging any customer, supplier, distributor, licensor, licensee, sales representative, sales agent, consultant or any other business relation of the Company from maintaining the same business relationships with the Company after the Closing as such Person maintained with the Company prior to the Closing.
(c) Seller hereby covenants and agrees that, during the Restricted Period, Seller and its Affiliates shall not, directly or indirectly, within the United States, as a partner, stockholder, member, proprietor, consultant, joint venturer, investor, employee or in any other capacity, hire or solicit to perform services (as an employee, consultant or otherwise) any Persons who have previously terminated their relationship are or, within the 12-month period immediately preceding such Seller’s or such Affiliate’s action, were employees of the Company or take any actions intended to persuade any employee of the Company to terminate his or her association with the Company; provided, however, that general solicitations of employment published in a journal, newspaper or other publication of general circulation or listed on any internet job site and not specifically directed towards such employees shall not be deemed to constitute solicitation for purposes of this Section 6.6(c).
(d) If any covenant in this Section 6.6 is found to be unreasonable, arbitrary, or against public policy or otherwise not enforceable in accordance with its terms, such covenant will be considered to be divisible with respect to scope, time, and geographic area, and such lesser scope, time, or geographic area, or all of them, as a court of competent jurisdiction may determine to be reasonable, not arbitrary, or not against public policy, will be effective, binding, and enforceable against Seller and its Affiliates. The above covenants will apply to Seller hereby acknowledges and agrees that: (i) the Employee, regardless making of the circumstances under covenants set forth in this Section 6.6 are a condition to Purchaser’s consummation of the Transactions; (ii) the Company’s businesses are nationwide in scope and its products and services are marketed and distributed throughout the United States; (iii) the Company competes with other businesses that are or could be located in any part of the United States; and (iv) the provisions of this Section 6.6 are reasonable and necessary to protect the Company’s business.
(e) Seller acknowledges and affirms that a breach of this Section 6.6 by Seller cannot be adequately compensated in an action for damages at Law, and equitable relief would be necessary to protect the Company and Purchaser from a violation of this Agreement and from the harm which the employment ends or this Agreement is terminated.
10.1 If intended to prevent. Accordingly, Seller agrees that in the Employee commits a breach, or threatens to commit a breach, event of any actual or threatened breach of such provisions, the Company and Purchaser shall (in addition to any other remedies which they may have) be entitled to enforce their rights and Seller’s obligations under this Section 6.6 not only by an action or actions for damages, but also by an action or actions for specific performance, temporary or permanent injunctive relief or other equitable relief in order to enforce or prevent any violations (whether anticipatory, continuing or future) of the provisions of this Section 106.6 and recover attorneys’ fees and costs for the same, and such relief may be granted without the Company shall have necessity of proving actual damages or the following rights and remedies:inadequacy of money damages, or posting bond.
10.1.1 The right and remedy to have (f) Without limiting the provisions of this Agreement specifically enforced by any court having equity jurisdiction, it being acknowledged Section 6.6 and agreed that any such breach or threatened breach shall cause irreparable injury in addition to the Company and that money damages shall not provide an adequate remedy indemnification provisions set forth in Article XI, if Seller fails to comply with the Company; and
10.1.2 The right and remedy immediately to cease providing the salary continuation payments and other benefits under Sections 6.1 and 6.2 of this Agreement and to require the Employee to repay to the Company any such payments and benefits that already have been provided as of the time the Company learns of Employee’s breach of restrictions set forth in this Section 10.
10.1.3 The right and remedy and to require the Employee to account for and pay over to the Company all compensation6.6, profits, monies, accruals, increments or other benefits (collectively "Benefits") derived or received by the Employee as the result of any transactions constituting a breach of any of the provisions of the preceding paragraph, and the Employee hereby agrees to account for and pay over such Benefits to the Company. Each of the rights and remedies enumerated above Seller shall be independent of the other, deemed to have forfeited and shall be severally enforceablehave no further right, and all of such rights and remedies shall be in addition totitle or interest whatsoever to any payment due Seller, and not in lieu ofif any, any other rights and remedies available to the Company under law or in equityhereunder.
10.2 If any of the covenants contained in Section 8, 9 or 10, or any part thereof, is hereafter construed to be invalid or unenforceable, the same shall not affect the remainder of the covenant or covenants, which shall be given full effect without regard to the invalid portions.
10.3 If any of the covenants contained in Section 8, 9 or 10, or any part thereof, is held to be unenforceable because of the duration of such provision or the area covered thereby, the parties agree that the court making such determination shall have the power to reduce the duration and/or area of such provision and, in its reduced form, such provision shall then be enforceable.
10.4 The parties hereto intend to and hereby confer jurisdiction to enforce the covenants contained in Sections 8, 9 and 10 upon the courts of any state within the geographical scope of such covenants. In the event that the courts of any one or more of such states shall hold any such covenant wholly unenforceable by reason of the breadth of such scope or otherwise, it is the intention of the parties hereto that such determination not bar or in any way affect the Company's right to the relief provided above in the courts of any other states within the geographical scope of such covenants, as to breaches of such covenants in such other respective jurisdictions, the above covenants as they relate to each state being, for this purpose, severable into diverse and independent covenants.
10.5 The covenants in Sections 8, 9, and 10 are conditions of Employee’s continued employment with the Company, and they are not tied to Employee’s performance of any particular position, role or job; therefore, the covenants in Sections 8, 9, and 10 shall survive any change in Employee’s position, title, compensation, benefits, role, or responsibilities and shall remain in full force and effect following any such change. By continuing in the Company’s employ, Employee continually re-affirms the intention to be bound by these ongoing covenants.
Appears in 1 contract
Sources: Merger Agreement (Medovex Corp.)
Non-Competition and Non-Solicitation. During a. Executive understands and recognizes that his services to the Company are special and unique and that in the course of performing such services Executive will have access to and knowledge of Confidential and Proprietary Information (as defined in Section 10 below) and Executive agrees that, during the Employment Term and for a period of one year following the date of termination of Employee’s six (6) months (or 12 months if Executive's employment with the Company and/or the termination of this Agreementis terminated by Executive without Good Reason) thereafter, for any reason and whether voluntary or involuntary: (a) the Employee he shall not in the United States or in any country in which the Company shall then be doing businessmanner, directly or indirectly, enter the employ of, on behalf of himself or render any services to, any natural person, firm firm, partnership, joint venture, corporation, limited liability company or corporation engaged other business entity ("Person"), enter into or engage in any business that is directly or indirectly competitive with the Company’s Business (as defined below), either as an individual for his own account, or as a partner, joint venturer, owner, executive, employee, independent contractor, principal, agent, consultant, salesperson, officer, director, member or shareholder of a Person in a business competitive with the Company within the geographic area of the Company's Business, which is deemed by the parties hereto to be worldwide; provided, however, that if a Person's business has multiple lines or segments, some of which are not competitive with the Company's Business, nothing herein shall prevent Executive from being employed by, working for or assisting that line or segment of such Person's business that is not competitive with the Company's Business. Executive acknowledges that, due to the unique nature of the Company's Business, the loss of any of its clients or business flow or the improper use of its Confidential and Proprietary Information could create significant instability and cause substantial damage to the Company and its affiliates and, therefore, the Company has a strong legitimate business interest in protecting the continuity of its business interests and the restriction herein agreed to by Executive narrowly and fairly serves such an important and critical business interest of the Company. Notwithstanding the foregoing, nothing contained in this Section 9(a) shall be deemed to prohibit Executive from acquiring or holding, solely for investment purposes, publicly traded securities of any corporation or other entity, some or all of the activities of which are competitive with the business of the Company so long as such securities do not, in the aggregate, constitute more than three percent (3%) of any class or series of outstanding securities of such corporation or other entity. For purposes of this Agreement, "Company's Business" shall be the development of novel therapeutics for the treatment of cancer, which shall be specifically limited to the investigation, development, and/or testing of compounds developed by the Company during the tenure of the Executive’s employment.
b. During the Employment Term and for a period of 12 months thereafter (or six (6) months in the case of clause (b)(ii)), Executive shall not, directly or indirectly, without the prior written consent of the Company: (i) solicit or induce any person who, at any time during the preceding twelve (12) months, was an employee of the Company or any of its subsidiaries or affiliates of which Two River Group Holdings, LLC ("Two River") to leave the Employee may become an employee or officer during the Term; Employee shall not engage in such business on Employee’s own account; and Employee shall not become interested in any such business, directly or indirectly, as an individual, partner, shareholder, director, officer, principal, agent, employee, trustee, consultant, or any other relationship or capacity; provided, however, that nothing contained in this Section 10 shall be deemed to prohibit the Employee from acquiring, solely as an investment, shares of capital stock of any public corporation; (b) neither the Employee nor any Affiliate employ of the Employee shall solicit Company or utilizesuch subsidiaries or Two River or hire, or assist any person other Person in hiring, any way such employee; or (ii) solicit the business of any agent, client or customer of the Company or any of its subsidiaries with respect to solicit products or utilizeservices similar to and competitive with those provided or supplied by the Company or any of its subsidiaries.
c. The Company and Executive mutually agree that both during the Employment Term and at all times thereafter, neither party shall directly or indirectly disparage, whether or not true, the servicesname or reputation of the other party, directly or indirectly, of any and in the case of the Company's directors, key advisorsincluding any officer, officers director or employees (collectively, "Associates material shareholder of the Company"). This non-solicitation Notwithstanding the foregoing, nothing in this Agreement shall preclude the parties hereto or their successors from making truthful statements in the proper performance of their jobs or that are required by applicable law, regulation or legal process, and non-utilization provision the parties shall not apply violate this provision in making truthful statements in response to Associates of disparaging statements made by the Company who have previously terminated their relationship with the Company. The above covenants will apply to the Employee, regardless of the circumstances under which the employment ends or this Agreement is terminatedother party.
10.1 If d. In the Employee commits a breach, or threatens to commit a breach, of event that Executive breaches any of the provisions of this Section 9 or Section 10, then, in addition to any other rights that the Company may have, the Company shall have be entitled to cease making any payments to Executive under Section 8 hereof, cancel any options that vested under Section 8 hereof, recover any amounts paid under Section 8 hereof (including amounts received by Executive in respect of any options that became vested under Section 8) other than payments in respect of the following Accrued Rights and seek injunctive relief to enforce the restrictions contained in such Sections, which injunctive relief shall be in addition to any rights and remedies:
10.1.1 The right and remedy to have the provisions of this Agreement specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury remedies available to the Company and that money damages shall not provide an adequate remedy under the law or in equity. The Executive’s agreement to the Company; and
10.1.2 The right terms and remedy immediately to cease providing the salary continuation payments and other benefits under Sections 6.1 and 6.2 of conditions contained in this Agreement and to require the Employee to repay section shall in no way be considered his consent to the Company any entry of such payments and benefits that already have been provided as of the time the Company learns of Employee’s breach of this Section 10.
10.1.3 The right and remedy and to require the Employee to account for and pay over to the Company all compensation, profits, monies, accruals, increments or other benefits (collectively "Benefits") derived or received by the Employee as the result of any transactions constituting a breach of any of the provisions of the preceding paragraphrelief, and the Employee hereby agrees to account for Executive and pay over the Company agree that no such Benefits relief will be sought until notice is given to the Company. Each of Executive and a 14 day period in which the Executive has to cure the alleged violation lapses.
e. The rights and remedies enumerated above in Section 9(d) shall be independent of the otherof, and shall be severally enforceable, and all of such rights and remedies shall be in addition to, to and not in lieu of, any other rights and remedies available to the Company under at law or in equity.
10.2 . If any of the covenants contained in this Section 8, 9 or 109, or any part thereofof any of them, is hereafter construed or adjudicated to be invalid or unenforceable, the same shall not affect the remainder of the covenant or covenantscovenants or rights or remedies, which shall be given full effect without regard to the invalid portions.
10.3 . If any of the covenants contained in this Section 8, 9 or 10, or any part thereof, is held to be invalid or unenforceable because of the duration of such provision or the area covered thereby, the parties agree that the court making such determination shall have the power to reduce the duration and/or area of such provision and, and in its reduced form, form such provision shall then be enforceable.
10.4 The parties hereto intend to and hereby confer . No such holding of invalidity or unenforceability in one jurisdiction to enforce the covenants contained in Sections 8, 9 and 10 upon the courts of any state within the geographical scope of such covenants. In the event that the courts of any one or more of such states shall hold any such covenant wholly unenforceable by reason of the breadth of such scope or otherwise, it is the intention of the parties hereto that such determination not bar or in any way affect the Company's right to the relief provided above in this Section 9 or otherwise in the courts of any other states state or jurisdiction within the geographical scope of such covenants, covenants as to breaches of such covenants in such other respective states or jurisdictions, the above such covenants as they relate to each state being, for this purpose, severable into diverse and independent covenants.
10.5 f. The covenants in Sections 8, 9, and 10 are conditions provisions of Employee’s continued employment with the Company, and they are not tied to Employee’s performance of any particular position, role or job; therefore, the covenants in Sections 8, 9, and 10 this Section 9 shall survive the termination of Executive's employment for any change in Employee’s position, title, compensation, benefits, role, or responsibilities and shall remain in full force and effect following any such change. By continuing in the Company’s employ, Employee continually re-affirms the intention to be bound by these ongoing covenantsreason.
Appears in 1 contract
Non-Competition and Non-Solicitation. During the Term and for a period of one (1) year following the date of termination or nonrenewal of Employee’s employment with the Company and/or the termination of this AgreementCompany, for any reason and whether voluntary or involuntary: involuntary (other than termination pursuant to Section 5.1(a): (a) the Employee shall not in the United States or in any country in which the Company shall then be doing business, directly or indirectly, enter the employ of, or render any services to, any person, firm or corporation engaged in any business that is competitive with the business of the Company or of any of its subsidiaries or affiliates of which the Employee may become an employee or officer during the Term; Employee shall not engage in such business on Employee’s own account; and Employee shall not become interested in any such business, directly or indirectly, as an individual, partner, shareholder, director, officer, principal, agent, employee, trustee, consultant, or any other relationship or capacity; provided, however, that nothing contained in this Section 10 shall be deemed to prohibit the Employee from acquiring, solely as an investment, shares of capital stock of any public corporation; (b) neither the Employee nor any Affiliate of the Employee shall solicit or utilize, or assist any person in any way to solicit or utilize, the services, directly or indirectly, of any of the Company's directors, key advisorsconsultants, members of the Board of Scientific and Medical Advisors, officers or employees (collectively, "Associates of the Company"). This non-solicitation and non-utilization provision shall not apply to Associates of the Company who have previously terminated their relationship with the Company. The above covenants will apply to the Employee, regardless of the circumstances under which the employment ends or this Agreement is terminated.
10.1 If the Employee commits a breach, or threatens to commit a breach, of any of the provisions of this Section 10, the Company shall have the following rights and remedies:
10.1.1 The right and remedy to have the provisions of this Agreement specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to the Company and that money damages shall not provide an adequate remedy to the Company; and
10.1.2 The right and remedy immediately to cease providing the salary continuation payments and other benefits under Sections 6.1 and 6.2 of this Agreement and to require the Employee to repay to the Company any such payments and benefits that already have been provided as of the time the Company learns of Employee’s breach of this Section 10.
10.1.3 The right and remedy and to require the Employee to account for and pay over to the Company all compensation, profits, monies, accruals, ,increments or other benefits (collectively "Benefits") derived or received by the Employee as the result of any transactions constituting a breach of any of the provisions of the preceding paragraph, and the Employee hereby agrees to account for and pay over such Benefits to the Company. Each of the rights and remedies enumerated above shall be independent of the other, and shall be severally enforceable, and all of such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company under law or in equity.
10.2 If any of the covenants contained in Section 8, 9 or 10, or any part thereof, is hereafter construed to be invalid or unenforceable, the same shall not affect the remainder of the covenant or covenants, which shall be given full effect without regard to the invalid portions.
10.3 If any of the covenants contained in Section 8, 9 or 10, or any part thereof, is held to be unenforceable because of the duration of such provision or the area covered thereby, the parties agree that the court making such determination shall have the power to reduce the duration and/or area of such provision and, in its reduced form, such provision shall then be enforceable.
10.4 The parties hereto intend to and hereby confer jurisdiction to enforce the covenants contained in Sections 8, 9 and 10 upon the courts of any state within the geographical scope of such covenants. In the event that the courts of any one or more of such states shall hold any such covenant wholly unenforceable by reason of the breadth of such scope or otherwise, it is the intention of the parties hereto that such determination not bar or in any way affect the Company's right to the relief provided above in the courts of any other states within the geographical scope of such covenants, as to breaches of such covenants in such other respective jurisdictions, the above covenants as they relate to each state being, for this purpose, severable into diverse and independent covenants.
10.5 The covenants in Sections 8, 9, and 10 are conditions of Employee’s continued employment with the Company, and they are not tied to Employee’s performance of any particular position, role or job; therefore, the covenants in Sections 8, 9, and 10 shall survive any change in Employee’s position, title, compensation, benefits, role, or responsibilities and shall remain in full force and effect following any such change. By continuing in the Company’s employ, Employee continually re-affirms the intention to be bound by these ongoing covenants.
Appears in 1 contract
Sources: Executive Employment Agreement (Ariad Pharmaceuticals Inc)
Non-Competition and Non-Solicitation. During (a) The Executive hereby understands, acknowledges and agrees that, by virtue of his position at the Term Company, he has or will have advantageous familiarity and personal contacts with the suppliers, vendors, employees and customers (wherever located) of the Company and the Company’s subsidiaries or affiliates and has and will have advantageous familiarity with the Confidential Information. As such, and in view of the competitive nature of the business in which the Company and the Company’s subsidiaries and affiliates are or may be engaged, the Executive agrees that the covenants set forth in Sections 4, 5 and 6 are reasonable and necessary for the protection of the Company’s business and the Confidential Information.
(b) At all times while the Executive is employed by the Company, he shall not engage in or compete with, or assist another party in engaging in or competing with (or finance, operate or control) any business, operation or activity which is conducted or proposed to be conducted by the Company or any of the Company’s subsidiaries or affiliates (or which is in the same or a similar line of business as or competes with the Company or any of the Company’s subsidiaries or affiliates), nor shall he shall solicit in any manner, seek to obtain, service or accept any business for or on behalf of a party other than the Company or any of Company’s subsidiaries or affiliates relating to products or services offered or sold by any of them.
(c) For a period of nine (9) months following his last day of employment with the Company (whether the Executive’s employment is terminated by the Company or the Executive and whether such termination is with or without Cause, with or without Good Reason or otherwise), the Executive shall not, in any location within the United States of America, directly or indirectly, or individually or together with any other party, as owner, shareholder, investor, member, partner, proprietor, principal, director, officer, employee, manager, agent, representative, independent contractor, consultant or otherwise:
(i) engage in or compete with or assist another party in engaging in or competing with (or finance, operate or control) any business, operation or activity which competes with any business, operation or activity that is conducted or actively being developed or pursued by the Company or any of the Company’s subsidiaries or affiliates (or which is in the same or a similar line of business as the Company or any of its subsidiaries or affiliates) on the Executive’s last day of employment, or which was conducted or actively being developed or pursued by the Company or any of the Company’s subsidiaries or affiliates at any time during the one (1) year following period preceding his last day of employment; or
(ii) solicit in any manner, seek to obtain, service or accept any business of any party who is a customer of the date Company or any of termination the Company’s subsidiaries or affiliates relating to products or services offered or sold by any of Employeethem on the Executive’s last day of employment or who was an existing or prospective customer of the Company or any of the Company’s subsidiaries or affiliates at any time during the one (1) year period preceding the Executive’s last day of employment; or
(iii) offer or provide employment, hire or engage (whether on a full-time, part-time or consulting basis or otherwise) any individual who is an employee of the Company or any of the Company’s subsidiaries or affiliates on the last day of the Executive’s employment or who was such an employee at any time during the one (1) year period preceding the Executive’s last day of employment, nor shall the Executive request or attempt to influence any person who is employed by the Company or any of the Company’s subsidiaries or affiliates on the Executive’s last day of employment to terminate such employee’s employment with the Company and/or or any of the termination Company’s subsidiaries or affiliates; or
(iv) request, encourage or advise any party who is a customer, supplier, vendor or otherwise doing business with the Company or any of this Agreementthe Company’s subsidiaries or affiliates on the Executive’s last day of employment to terminate, for reduce, limit or change their business or relationship with the Company or any reason and whether voluntary of the Company’s subsidiaries or involuntary: (a) affiliates. Notwithstanding the Employee shall not foregoing, in the United States or event the Executive’s employment is terminated following a Change in any country Control in which accordance with Section 3(d) hereof, then the Company covenants of the Executive set forth above in this Section 5(c) shall then be doing business, directly or indirectly, enter in effect for twelve (12) months instead of nine (9) months.
(d) The Executive acknowledges the employ of, or render any services to, any person, firm or corporation engaged in any business that is competitive with nationwide scope of the business of the Company or of any of its and the Company’s subsidiaries or affiliates affiliates. Nevertheless, in the event that any provision of which Section 5(c) is found by a court of competent jurisdiction to exceed the Employee may become an employee geographic or officer during other restrictions permitted by applicable law, then the Term; Employee court shall have the power to reduce, limit or reform (but not engage in to increase or make greater) such business on Employee’s own account; provision to make it enforceable to the maximum extent permitted by law, and Employee shall not become interested in any such business, directly or indirectly, as an individual, partner, shareholder, director, officer, principal, agent, employee, trustee, consultant, or any other relationship or capacity; provided, however, that nothing contained in this Section 10 shall be deemed to prohibit the Employee from acquiring, solely as an investment, shares of capital stock of any public corporation; (b) neither the Employee nor any Affiliate of the Employee shall solicit or utilize, or assist any person in any way to solicit or utilize, the services, directly or indirectly, of any of the Company's directors, key advisors, officers or employees (collectively, "Associates of the Company"). This non-solicitation and non-utilization provision shall not apply to Associates of then be enforceable against the Company who have previously terminated their relationship with the Company. The above covenants will apply to the EmployeeExecutive in its reduced, regardless of the circumstances under which the employment ends limited or this Agreement is terminatedreformed manner.
10.1 If (e) The Company and the Employee commits a breach, or threatens to commit a breach, of any of Executive agree that the provisions of this Section 10, the Company 5 shall have the following rights and remedies:
10.1.1 The right and remedy to have the provisions of this Agreement specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to the Company and that money damages shall not provide an adequate remedy to the Company; and
10.1.2 The right and remedy immediately to cease providing the salary continuation payments and other benefits under Sections 6.1 and 6.2 of this Agreement and to require the Employee to repay to the Company any such payments and benefits that already have been provided as of the time the Company learns of Employee’s breach of this be severable in accordance with Section 108(e) hereof.
10.1.3 (f) The right restrictions and remedy and to require the Employee to account for and pay over to the Company all compensation, profits, monies, accruals, increments or other benefits (collectively "Benefits") derived or received by the Employee as the result of any transactions constituting a breach of any of the provisions of the preceding paragraph, and the Employee hereby agrees to account for and pay over such Benefits to the Company. Each of the rights and remedies enumerated above shall be independent of the other, and shall be severally enforceable, and all of such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company under law or in equity.
10.2 If any of the covenants contained in this Section 8, 9 or 10, or any part thereof, is hereafter construed to be invalid or unenforceable, the same shall not affect the remainder of the covenant or covenants, which 5 shall be given full effect without regard deemed not to the invalid portions.
10.3 If any run during all periods of the covenants contained in Section 8noncompliance, 9 or 10, or any part thereof, is held to be unenforceable because of the duration of such provision or the area covered thereby, the parties agree that the court making such determination shall have the power to reduce the duration and/or area of such provision and, in its reduced form, such provision shall then be enforceable.
10.4 The parties hereto intend to and hereby confer jurisdiction to enforce the covenants contained in Sections 8, 9 and 10 upon the courts of any state within the geographical scope of such covenants. In the event that the courts of any one or more of such states shall hold any such covenant wholly unenforceable by reason of the breadth of such scope or otherwise, it is with the intention of the parties hereto that being to have such determination not bar or restrictions and covenants apply during the full periods specified in any way affect the Company's right to the relief provided above in the courts of any other states within the geographical scope of such covenants, as to breaches of such covenants in such other respective jurisdictions, the above covenants as they relate to each state being, for this purpose, severable into diverse and independent covenantsSection.
10.5 The covenants in Sections 8, 9, and 10 are conditions of Employee’s continued employment with the Company, and they are not tied to Employee’s performance of any particular position, role or job; therefore, the covenants in Sections 8, 9, and 10 shall survive any change in Employee’s position, title, compensation, benefits, role, or responsibilities and shall remain in full force and effect following any such change. By continuing in the Company’s employ, Employee continually re-affirms the intention to be bound by these ongoing covenants.
Appears in 1 contract
Non-Competition and Non-Solicitation. During the Term and for a period of one year following the date of termination of Employee’s employment with the Company and/or the termination of this Agreement, or nonrenewal for any reason and whether voluntary or involuntary: (other than termination pursuant to Section 5.1(a)):
(a) the Employee shall not in the United States or in any country in which the Company Employer shall then be doing business, directly or indirectly, enter the employ of, or render any services to, any person, firm or corporation engaged in any business that is competitive with the business of the Company or of any of its subsidiaries or affiliates of which the Employee may become an employee or officer during the Term; Employee he shall not engage in such business on Employee’s his own account; and Employee he shall not become interested in any such business, directly or indirectly, as an individual, partner, shareholder, director, officer, principal, agent, employee, trustee, consultant, or any other relationship or capacity; provided, however, that nothing contained in this Section 10 shall be deemed to prohibit the Employee from acquiring, solely as an investment, shares of capital stock of any public corporation; ;
(b) neither the Employee nor any Affiliate of the Employee shall solicit or utilize, or assist any person in any way to solicit or utilize, the services, directly or indirectly, of any of the Company's directors, key advisorsconsultants, members of the Board of Scientific and Medical Advisors, officers or employees (collectively, "Associates of the Company"). This non-solicitation nonsolicitation and non-utilization nonutilization provision shall not apply to Associates of the Company who have previously terminated their relationship with the Company. The above covenants will apply to the Employee, regardless of the circumstances under which the employment ends or this Agreement is terminated.
10.1 If the Employee commits a breach, or threatens to commit a breach, of any of the provisions of this Section 10, the Company shall have the following rights and remedies:
10.1.1 The right and remedy to have the provisions of this Agreement specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to the Company and that money damages shall not provide an adequate remedy to the Company; and
10.1.2 The right and remedy immediately to cease providing the salary continuation payments and other benefits under Sections 6.1 and 6.2 of this Agreement and to require the Employee to repay to the Company any such payments and benefits that already have been provided as of the time the Company learns of Employee’s breach of this Section 10.
10.1.3 The right and remedy and to require the Employee to account for and pay over to the Company all compensation, profits, monies, accruals, increments or other benefits (collectively "Benefits") derived or received by the Employee as the result of any transactions constituting a breach of any of the provisions of the preceding paragraph, and the Employee hereby agrees to account for and pay over such Benefits to the Company. Each of the rights and remedies enumerated above shall be independent of the other, and shall be severally enforceable, and all of such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company under law or in equity.
10.2 If any of the covenants contained in Section 8, 9 or 10, or any part thereof, is hereafter construed to be invalid or unenforceable, the same shall not affect the remainder of the covenant or covenants, which shall be given full effect without regard to the invalid portions.
10.3 If any of the covenants contained in Section 8, 9 or 10, or any part thereof, is held to be unenforceable because of the duration of such provision or the area covered thereby, the parties agree that the court making such determination shall have the power to reduce the duration and/or area of such provision and, in its reduced form, such provision shall then be enforceable.
10.4 The parties hereto intend to and hereby confer jurisdiction to enforce the covenants contained in Sections 8, 9 and 10 upon the courts of any state within the geographical scope of such covenants. In the event that the courts of any one or more of such states shall hold any such covenant wholly unenforceable by reason of the breadth of such scope or otherwise, it is the intention of the parties hereto that such determination not bar or in any way affect the Company's right to the relief provided above in the courts of any other states within the geographical scope of such covenants, as to breaches of such covenants in such other respective jurisdictions, the above covenants as they relate to each state being, for this purpose, severable into diverse and independent covenants.
10.5 The covenants in Sections 8, 9, and 10 are conditions of Employee’s continued employment with the Company, and they are not tied to Employee’s performance of any particular position, role or job; therefore, the covenants in Sections 8, 9, and 10 shall survive any change in Employee’s position, title, compensation, benefits, role, or responsibilities and shall remain in full force and effect following any such change. By continuing in the Company’s employ, Employee continually re-affirms the intention to be bound by these ongoing covenants.
Appears in 1 contract
Sources: Executive Employment Agreement (Ariad Pharmaceuticals Inc)
Non-Competition and Non-Solicitation. During the Term and for a period of one year following the date of termination of Employee’s employment with the Company and/or the termination of this Agreement, or nonrenewal for any reason and whether voluntary or involuntary: (other than termination pursuant to Section 5.l(a): (a) the Employee shall not in the United States or in any country in which the Company shall then be doing business, directly or indirectly, enter the employ of, or render any services to, any person, firm or corporation engaged in any business that is competitive with the business of the Company or of any of its subsidiaries or affiliates of which the Employee may become an employee or officer during the Term; Employee he shall not engage in such business on Employee’s his own account; and Employee he shall not become interested in any such business, directly or indirectly, as an individual, partner, shareholder, director, officer, principal, agent, employee, trustee, consultant, or any other relationship or capacity; provided, however, that nothing contained in this Section 10 shall be deemed to prohibit the Employee from acquiring, solely as an investment, shares of capital stock of any public corporation; (b) neither the Employee nor any Affiliate of the Employee shall solicit or utilize, or assist any person in any way to solicit or utilize, the services, directly or indirectly, of any of the Company's directors, key advisorsconsultants, members of the Board of Scientific and Medical Advisors, officers or employees (collectively, "Associates of the Company"). This non-solicitation nonsolicitation and non-utilization nonutilization provision shall not apply to Associates of the Company who have previously terminated their relationship with the Company. The above covenants will apply to the Employee, regardless of the circumstances under which the employment ends or this Agreement is terminated.
10.1 If the Employee commits a breach, or threatens to commit a breach, of any of the provisions of this Section 10, the Company shall have the following rights and remedies:
10.1.1 The right and remedy to have the provisions of this Agreement specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to the Company and that money damages shall not provide an adequate remedy to the Company; and
10.1.2 The right and remedy immediately to cease providing the salary continuation payments and other benefits under Sections 6.1 and 6.2 of this Agreement and to require the Employee to repay to the Company any such payments and benefits that already have been provided as of the time the Company learns of Employee’s breach of this Section 10.
10.1.3 The right and remedy and to require the Employee to account for and pay over to the Company all compensation, profits, monies, accruals, increments or other benefits (collectively "Benefits") derived or received by the Employee as the result of any transactions constituting a breach of any of the provisions of the preceding paragraph, and the Employee hereby agrees to account for and pay over such Benefits to the Company. Each of the rights and remedies enumerated above shall be independent of the other, and shall be severally enforceable, and all of such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company under law or in equity.
10.2 If any of the covenants contained in Section 8, 9 or 10, or any part thereof, is hereafter construed to be invalid or unenforceable, the same shall not affect the remainder of the covenant or covenants, which shall be given full effect without regard to the invalid portions.
10.3 If any of the covenants contained in Section 8, 9 or 10, or any part thereof, is held to be unenforceable because of the duration of such provision or the area covered thereby, the parties agree that the court making such determination shall have the power to reduce the duration and/or area of such provision and, in its reduced form, such provision shall then be enforceable.
10.4 The parties hereto intend to and hereby confer jurisdiction to enforce the covenants contained in Sections 8, 9 and 10 upon the courts of any state within the geographical scope of such covenants. In the event that the courts of any one or more of such states shall hold any such covenant wholly unenforceable by reason of the breadth of such scope or otherwise, it is the intention of the parties hereto that such determination not bar or in any way affect the Company's right to the relief provided above in the courts of any other states within the geographical scope of such covenants, as to breaches of such covenants in such other respective jurisdictions, the above covenants as they relate to each state being, for this purpose, severable into diverse and independent covenants.
10.5 The covenants in Sections 8, 9, and 10 are conditions of Employee’s continued employment with the Company, and they are not tied to Employee’s performance of any particular position, role or job; therefore, the covenants in Sections 8, 9, and 10 shall survive any change in Employee’s position, title, compensation, benefits, role, or responsibilities and shall remain in full force and effect following any such change. By continuing in the Company’s employ, Employee continually re-affirms the intention to be bound by these ongoing covenants.
Appears in 1 contract
Sources: Executive Employment Agreement (Ariad Pharmaceuticals Inc)
Non-Competition and Non-Solicitation. During the Term and for a period of one year following the date of termination of Employee’s employment with the Company and/or the termination of this Agreement, for any reason and whether voluntary or involuntaryinvoluntary and Employee receives severance pursuant to Section 6 of this agreement: (a) the Employee shall not in the United States or in any country in which the Company shall then be doing business, directly or indirectlydirectly, enter the employ of, or render any services to, any person, firm or corporation engaged in any business that is competitive “Directly Competitive” (as defined in Section 14) with the business of the Company or of any of its subsidiaries or affiliates Affiliates of which the Employee may become an employee or officer during the TermTerm prior to any change in control; Employee shall not engage in such business on Employee’s own account; and Employee shall not become interested in any such business, directly or indirectly, as an individual, partner, shareholder, director, officer, principal, agent, employee, trustee, consultant, or any other relationship or capacity; provided, however, that nothing contained in this Section 10 9 shall be deemed to prohibit the Employee from acquiring, solely as an investment, shares of capital stock of any public corporation; (b) neither the Employee nor any Affiliate of the Employee shall solicit or utilize, or assist any person in any way to solicit or utilize, the services, directly or indirectlydirectly, of any of the Company's ’s directors, key advisors, officers or employees (collectively, "“Associates of the Company"”). This non-solicitation and non-utilization provision shall not apply to Associates of the Company who have previously terminated their relationship with the Company. The above covenants will apply to the Employee, regardless of the circumstances under which the employment ends or this Agreement is terminated.
10.1 9.1 If the Employee commits a breach, or threatens to commit a breach, of any of the provisions of this Section 109, the Company shall have the following rights and remedies:
10.1.1 9.1.1 The right and remedy to have the provisions of this Agreement specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to the Company and that money damages shall not provide an adequate remedy to the Company; and
10.1.2 9.1.2 The right and remedy immediately to cease providing the salary continuation payments and other benefits under Sections 6.1 and 6.2 of this Agreement and to require the Employee to repay to the Company any such payments and benefits that already have been provided as of the time the Company learns of Employee’s breach of this Section 109.
10.1.3 9.1.3 The right and remedy and to require the Employee to account for and pay over to the Company all compensation, profits, monies, accruals, increments or other benefits (collectively "“Benefits"”) derived or received by the Employee as the result of any transactions constituting a breach of any of the provisions of the preceding paragraphthis Agreement, and the Employee hereby agrees to account for and pay over such Benefits to the Company. Each of the rights and remedies enumerated above shall be independent of the other, and shall be severally enforceable, and all of such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company under law or in equity.
10.2 9.2 If any of the covenants contained in Section 87, 9 8 or 109, or any part thereof, is hereafter construed to be invalid or unenforceable, the same shall not affect the remainder of the covenant or covenants, which shall be given full effect without regard to the invalid portions.
10.3 9.3 If any of the covenants contained in Section 87, 9 8 or 109, or any part thereof, is held to be unenforceable because of the duration of such provision or the area covered thereby, the parties agree that the court making such determination shall have the power to reduce the duration and/or area of such provision and, in its reduced form, such provision shall then be enforceable.
10.4 9.4 The parties hereto intend to and hereby confer jurisdiction to enforce the covenants contained in Sections 87, 8 and 9 and 10 upon the courts of any state within the geographical scope of such covenants. In the event that the courts of any one or more of such states shall hold any such covenant wholly unenforceable by reason of the breadth of such scope or otherwise, it is the intention of the parties hereto that such determination not bar or in any way affect the Company's ’s right to the relief provided above in the courts of any other states within the geographical scope of such covenants, as to breaches of such covenants in such other respective jurisdictions, the above covenants as they relate to each state being, for this purpose, severable into diverse and independent covenants.
10.5 9.5 The covenants in Sections 87, 9, 8 and 10 9 are conditions of Employee’s continued employment with the Company, and they are not tied to Employee’s performance of any particular position, role or job; therefore, the covenants in Sections 7, 8, 9, and 10 9 shall survive any change in Employee’s position, title, compensation, benefits, role, or responsibilities and shall remain in full force and effect following any such change. By continuing in the Company’s employ, Employee continually re-affirms the intention to be bound by these ongoing covenants.
Appears in 1 contract
Sources: Executive Employment Agreement (Ariad Pharmaceuticals Inc)
Non-Competition and Non-Solicitation. During
(a) In consideration of the Term mutual covenants provided for herein, during the period beginning on the Closing Date and for a period ending on the third (3rd) anniversary of one year following the date of termination of Employee’s employment with Closing Date (the Company and/or the termination of “Non- compete Period”), and subject further to all other conditions in this Agreement, for any reason the Seller shall not, except at the express written direction of Buyer, and whether voluntary or involuntary: (a) the Employee Seller shall not in the United States or in any country in which the Company shall then be doing businesscause its respective Affiliates to not, directly engage as owner, operator or indirectly, enter the employ of, or render any services to, any person, firm or corporation engaged employee in any business that is competitive with the business of Business anywhere within the Company or of any of its subsidiaries or affiliates of which the Employee may become an employee or officer during the Term; Employee shall not engage in such business on Employee’s own account; and Employee shall not become interested in any such business, directly or indirectly, as an individual, partner, shareholder, director, officer, principal, agent, employee, trustee, consultant, or any other relationship or capacityRestricted Territory; provided, however, that nothing contained in this Section 10 ownership of less than ten (10%) of the outstanding stock of any publicly traded corporation shall not be deemed to prohibit the Employee from acquiring, solely as an investment, shares of capital stock of any public corporation; (b) neither the Employee nor any Affiliate of the Employee shall solicit or utilize, or assist any person in any way to solicit or utilize, the services, directly or indirectly, of any of the Company's directors, key advisors, officers or employees (collectively, "Associates of the Company"). This non-solicitation and non-utilization provision shall not apply to Associates of the Company who have previously terminated their relationship with the Company. The above covenants will apply to the Employee, regardless of the circumstances under which the employment ends or this Agreement is terminated.
10.1 If the Employee commits be a breach, or threatens to commit a breach, of any of the provisions of this Section 10, the Company shall have the following rights and remedies:
10.1.1 The right and remedy to have the provisions of this Agreement specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to the Company and that money damages shall not provide an adequate remedy to the Company; and
10.1.2 The right and remedy immediately to cease providing the salary continuation payments and other benefits under Sections 6.1 and 6.2 of this Agreement and to require the Employee to repay to the Company any such payments and benefits that already have been provided as of the time the Company learns of Employee’s breach of this Section 10.
10.1.3 5.6. The right and remedy and Parties agree that the covenant set forth in this Section 5.6 is reasonable with respect to require the Employee to account for and pay over to the Company all compensationits duration, profits, monies, accruals, increments or other benefits (collectively "Benefits") derived or received by the Employee as the result of any transactions constituting a breach of any of the provisions of the preceding paragraphgeographical area, and scope. If the Employee hereby agrees to account for and pay over such Benefits to the Company. Each final judgment of the rights and remedies enumerated above shall be independent a court of the other, and shall be severally enforceable, and all competent jurisdiction declares that any term or provision of such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company under law or in equity.
10.2 If any of the covenants contained in this Section 8, 9 or 10, or any part thereof, 5.6 is hereafter construed to be invalid or unenforceable, the same shall not affect the remainder of the covenant or covenants, which shall be given full effect without regard to the invalid portions.
10.3 If any of the covenants contained in Section 8, 9 or 10, or any part thereof, is held to be unenforceable because of the duration of such provision or the area covered thereby, the parties Parties agree that the court making such the determination of invalidity or unenforceability shall have the power to reduce the duration and/or scope, duration, or area of such the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision and, in its reduced form, such with a term or provision shall then be enforceable.
10.4 The parties hereto intend that is valid and enforceable and that comes closest to and hereby confer jurisdiction to enforce the covenants contained in Sections 8, 9 and 10 upon the courts of any state within the geographical scope of such covenants. In the event that the courts of any one or more of such states shall hold any such covenant wholly unenforceable by reason of the breadth of such scope or otherwise, it is expressing the intention of the parties hereto invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified after the expiration of the time within which the judgment may be appealed. Notwithstanding the foregoing, nothing in this Section 5.7 shall restrict Seller or its Affiliates to furnish consulting services (other than management services comparable to that such determination not bar or in of the Business) on an independent contractor basis to any way affect the Company's right to the relief provided above in the courts of any other states business within the geographical scope Restricted Territory.
(b) The Seller agrees that, during the Non-compete Period, it will not (and will not cause its Affiliates to) directly or indirectly, (i) contact, approach, or solicit for the purpose of such covenantsoffering employment to or hiring (whether as an employee, consultant, agent, independent contractor, or otherwise) or actually hire any Person employed by, under contract with or working as to breaches of such covenants in such other respective jurisdictionsan independent contractor for, the above covenants as they relate to each state being, for this purpose, severable into diverse and independent covenants.
10.5 The covenants in Sections 8, 9, and 10 are conditions of Employee’s continued employment with the any Subject Company, and they are not tied to Employee’s performance Buyer or any of their Affiliates, at any particular positiontime during the one year period immediately preceding the Closing Date or during the Non-compete Period, role or job; therefore, without the covenants in Sections 8, 9, and 10 shall survive any change in Employee’s position, title, compensation, benefits, role, or responsibilities and shall remain in full force and effect following any such change. By continuing in the Company’s employ, Employee continually re-affirms the intention to be bound by these ongoing covenants.prior written consent of Buyer,
Appears in 1 contract
Sources: Securities Purchase Agreement
Non-Competition and Non-Solicitation. During the Term and for a period of one year following the date of termination of Employee’s employment with the Company and/or the termination of this Agreement, or nonrenewal for any reason and whether voluntary or involuntary: (other than termination pursuant to Section 5.1(a): (a) the Employee shall not in the United States or in any country in which the Company shall then be doing business, directly or indirectly, enter the employ of, or render any services to, any person, firm or corporation engaged in any business that is competitive with the business of the Company or of any of its subsidiaries or affiliates of which the Employee may become an employee or officer during the Term; Employee he shall not engage in such business on Employee’s his own account; and Employee he shall not become interested in any such business, directly or indirectly, as an individual, partner, shareholder, director, officer, principal, agent, employee, trustee, consultant, or any other relationship or capacity; provided, however, that nothing contained in this Section 10 shall be deemed to prohibit the Employee from acquiring, solely as an investment, shares of capital stock of any public corporation; (b) neither the Employee nor any Affiliate of the Employee shall solicit or utilize, or assist any person in any way to solicit or utilize, the services, directly or indirectly, of any of the Company's directors, key advisorsconsultants, members of the Board of Scientific and Medical Advisors, officers or employees (collectively, "Associates of the Company"). This non-solicitation nonsolicitation and non-utilization nonutilization provision shall not apply to Associates of the Company who have previously terminated their relationship with the Company. The above covenants will apply to the Employee, regardless of the circumstances under which the employment ends or this Agreement is terminated.
10.1 If the Employee commits a breach, or threatens to commit a breach, of any of the provisions of this Section 10, the Company shall have the following rights and remedies:
10.1.1 The right and remedy to have the provisions of this Agreement specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to the Company and that money damages shall not provide an adequate remedy to the Company; andand 6
10.1.2 The right and remedy immediately to cease providing the salary continuation payments and other benefits under Sections 6.1 and 6.2 of this Agreement and to require the Employee to repay to the Company any such payments and benefits that already have been provided as of the time the Company learns of Employee’s breach of this Section 10.
10.1.3 The right and remedy and to require the Employee to account for and pay over to the Company all compensation, profits, monies, accruals, increments or other benefits (collectively "Benefits") derived or received by the Employee as the result of any transactions constituting a breach of any of the provisions of the preceding paragraph, and the Employee hereby agrees to account for and pay over such Benefits to the Company. Each of the rights and remedies enumerated above shall be independent of the other, and shall be severally enforceable, and all of such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company under law or in equity.
10.2 If any of the covenants contained in Section 8, 9 or 10, or any part thereof, is hereafter construed to be invalid or unenforceable, the same shall not affect the remainder of the covenant or covenants, which shall be given full effect without regard to the invalid portions.
10.3 If any of the covenants contained in Section 8, 9 or 10, or any part thereof, is held to be unenforceable because of the duration of such provision or the area covered thereby, the parties agree that the court making such determination shall have the power to reduce the duration and/or area of such provision and, in its reduced form, such provision shall then be enforceable.
10.4 The parties hereto intend to and hereby confer jurisdiction to enforce the covenants contained in Sections 8, 9 and 10 upon the courts of any state within the geographical scope of such covenants. In the event that the courts of any one or more of such states shall hold any such covenant wholly unenforceable by reason of the breadth of such scope or otherwise, it is the intention of the parties hereto that such determination not bar or in any way affect the Company's right to the relief provided above in the courts of any other states within the geographical scope of such covenants, as to breaches of such covenants in such other respective jurisdictions, the above covenants as they relate to each state being, for this purpose, severable into diverse and independent covenants.
10.5 The covenants in Sections 8, 9, and 10 are conditions of Employee’s continued employment with the Company, and they are not tied to Employee’s performance of any particular position, role or job; therefore, the covenants in Sections 8, 9, and 10 shall survive any change in Employee’s position, title, compensation, benefits, role, or responsibilities and shall remain in full force and effect following any such change. By continuing in the Company’s employ, Employee continually re-affirms the intention to be bound by these ongoing covenants.
Appears in 1 contract
Sources: Executive Employment Agreement (Ariad Pharmaceuticals Inc)
Non-Competition and Non-Solicitation. During Each of the Term Companies and for a period of one year following Shareholders agrees that from and after the date of termination this Agreement until four (4) years after the Closing Date (the “Non-Competition Period”), neither such Person nor any of Employee’s employment with the Company and/or the termination of this Agreementhis, for any reason and whether voluntary her or involuntary: (a) the Employee shall not in the United States or in any country in which the Company shall then be doing businessits Affiliates will, directly or indirectly, enter anywhere in the employ United States:
(i) engage in, or own, have any interest in, control, advise, manage, serve as a director, manager, officer or employee of, or render any services act as a consultant to, render services for, receive any personeconomic benefit from or exert any influence upon, firm or corporation engaged in any business Person that is competitive with the business of the Company or of any of its subsidiaries or affiliates of which the Employee may become an employee or officer during the Term; Employee shall not engage in such business on Employee’s own account; and Employee shall not become interested in any such business, directly or indirectly, as an individual, partner, shareholder, director, officer, principal, agent, employee, trustee, consultantengages in, or any other relationship is in competition with, the rigid PVC pipe, conduit and conduit fittings business as presently or capacitypreviously conducted by the Companies (a “Restricted Business”); provided, howeverthat the forgoing shall not prohibit any Shareholder or any of his, that nothing contained in this Section 10 shall be deemed her or its Affiliates from owning up to prohibit an aggregate of one percent (1%) of the Employee from acquiring, solely as an investment, outstanding shares of any class of capital stock of any public corporation; (b) publicly traded Restricted Business so long as neither the Employee such Shareholder nor any Affiliate of his, her or its Affiliates have any participation in the Employee management of such Restricted Business; provided, further, that the foregoing shall solicit not prohibit (x) any Shareholder from performing any services on behalf of Buyer or utilizeits Affiliates in their capacity as a director, officer or assist employee of Buyer or its Affiliates; or (y) the current passive creditor relationship of one or more Shareholders, as creditor, with ▇▇▇▇▇▇▇▇ International Group Inc. (“▇▇▇▇▇▇▇▇”), as debtor, with respect to such business located and conducted in Puerto Rico, provided that no further funds or any person other financial assistance shall be provided or made available to ▇▇▇▇▇▇▇▇ or its Affiliates and that no Shareholder nor any of its Affiliates shall be involved in any way the management or operations of such business, whether as a director, officer, manager, consultant, advisor or otherwise;
(ii) solicit, divert or attempt to solicit or utilizedivert any Person who is, was or was solicited to become, a customer or supplier of the servicesCompanies at any time prior to the Closing Date;
(iii) employ, directly solicit for employment or indirectlyencourage to leave his or her employment, any individual who is at the time of, or was during the nine-month period prior to, such employment, solicitation or encouragement an officer or employee of the Buyer (or any successor Person into which the Buyer may be merged, amalgamated or consolidated) or any of the Company's directors, key advisors, officers or employees its Affiliates;
(collectively, "Associates of the Company"). This non-solicitation and non-utilization provision shall not apply to Associates of the Company who have previously terminated their relationship with the Company. The above covenants will apply to the Employee, regardless of the circumstances under which the employment ends or this Agreement is terminated.
10.1 If the Employee commits a breachiv) impair, or threatens attempt to commit a breachimpair, of any business relationship between any third party and Buyer (or any successor Person into which Buyer may be merged, amalgamated or consolidated) or any of its Affiliates; or
(v) make any statement to any third party, including the provisions of this Section 10press or media, the Company shall have the following rights and remedies:
10.1.1 The right and remedy likely to have the provisions of this Agreement specifically enforced by result in adverse publicity for Buyer (or any court having equity jurisdictionsuccessor Person into which Buyer may be merged, it being acknowledged and agreed that any such breach amalgamated or threatened breach shall cause irreparable injury to the Company and that money damages shall not provide an adequate remedy to the Company; and
10.1.2 The right and remedy immediately to cease providing the salary continuation payments and other benefits under Sections 6.1 and 6.2 of this Agreement and to require the Employee to repay to the Company any such payments and benefits that already have been provided as of the time the Company learns of Employee’s breach of this Section 10.
10.1.3 The right and remedy and to require the Employee to account for and pay over to the Company all compensation, profits, monies, accruals, increments consolidated) or other benefits (collectively "Benefits") derived or received by the Employee as the result of any transactions constituting a breach of any of the provisions of the preceding paragraph, and the Employee hereby agrees to account for and pay over such Benefits to the Company. Each of the rights and remedies enumerated above shall be independent of the other, and shall be severally enforceable, and all of such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company under law or in equityits Affiliates.
10.2 If any of the covenants contained in Section 8, 9 or 10, or any part thereof, is hereafter construed to be invalid or unenforceable, the same shall not affect the remainder of the covenant or covenants, which shall be given full effect without regard to the invalid portions.
10.3 If any of the covenants contained in Section 8, 9 or 10, or any part thereof, is held to be unenforceable because of the duration of such provision or the area covered thereby, the parties agree that the court making such determination shall have the power to reduce the duration and/or area of such provision and, in its reduced form, such provision shall then be enforceable.
10.4 The parties hereto intend to and hereby confer jurisdiction to enforce the covenants contained in Sections 8, 9 and 10 upon the courts of any state within the geographical scope of such covenants. In the event that the courts of any one or more of such states shall hold any such covenant wholly unenforceable by reason of the breadth of such scope or otherwise, it is the intention of the parties hereto that such determination not bar or in any way affect the Company's right to the relief provided above in the courts of any other states within the geographical scope of such covenants, as to breaches of such covenants in such other respective jurisdictions, the above covenants as they relate to each state being, for this purpose, severable into diverse and independent covenants.
10.5 The covenants in Sections 8, 9, and 10 are conditions of Employee’s continued employment with the Company, and they are not tied to Employee’s performance of any particular position, role or job; therefore, the covenants in Sections 8, 9, and 10 shall survive any change in Employee’s position, title, compensation, benefits, role, or responsibilities and shall remain in full force and effect following any such change. By continuing in the Company’s employ, Employee continually re-affirms the intention to be bound by these ongoing covenants.
Appears in 1 contract
Sources: Asset Purchase Agreement (Atkore International Holdings Inc.)
Non-Competition and Non-Solicitation. During (a) Partially in consideration of the Term payment of the Purchase Price and the assumption of the Assumed Liabilities, for a period of one year following three (3) years commencing on the date of termination of Employee’s employment with the Company and/or the termination of this AgreementClosing Date (“Restricted Period”), for any reason and whether voluntary or involuntary: (a) the Employee Seller shall not in the United States or in any country in which the Company shall then be doing businessnot, directly or indirectly, enter the employ of, (i) engage or render any services to, any person, firm or corporation engaged participate in any business activity that is competitive in direct competition with the business any activities of the Company Business as currently conducted by Seller (the “Restricted Business”) anywhere in the United States of America including its territories and possessions (the “Territory”), or of any of its subsidiaries or affiliates of which the Employee may become (ii) have an employee or officer during the Term; Employee shall not engage in such business on Employee’s own account; and Employee shall not become interested interest in any such Person that engages directly or indirectly in the Restricted Business in the Territory. For purposes of this Section 6.07(a), the term “engage in” shall encompass and include, without limitation, owning an interest in, managing, operating, joining, controlling, lending money or rendering financial or other assistance to or participating in a business, whether as a partner, shareholder, member, consultant or otherwise, and whether the activity is performed or occurs directly or indirectly. Notwithstanding the foregoing, Seller may own, directly or indirectly, as an individual, partner, shareholder, director, officer, principal, agent, employee, trustee, consultant, or any other relationship or capacity; provided, however, that nothing contained in this Section 10 shall be deemed to prohibit the Employee from acquiring, solely as an investment, shares of capital stock securities of any public corporation; (b) neither the Employee nor Person traded on any Affiliate of the Employee shall solicit or utilizenational securities exchange if Seller is not a controlling Person of, or assist any person in any way to solicit or utilizea member of a group which controls, the servicessuch Person and does not, directly or indirectly, own five percent (5%) or more of any class of securities of such Person.
(b) As a separate and independent covenant, during the Restricted Period, Seller shall not, and shall use its commercially reasonable efforts to ensure that none of its Affiliates, solicit customers of the Company's directorsBusiness with the intent to modify, key advisors, officers reduce or employees (collectively, "Associates of the Company"). This non-solicitation and non-utilization provision shall not apply to Associates of the Company who have previously terminated terminate their business or relationship with the Company. The above covenants will apply Buyer or any of its Affiliates, or become a customer of Seller or any of its Affiliates with respect to the EmployeeBusiness. For purposes of this Section 6.07, “solicit” shall include any direct or indirect communication of any kind whatsoever, regardless of the circumstances under which the employment ends by whom initiated, inviting, advising, encouraging or this Agreement is terminatedrequesting any Person, in any manner, to take or refrain from taking any action.
10.1 If (c) During the Employee commits a breachRestricted Period, Seller shall not, and shall use their reasonable best efforts to ensure that none of their respective Affiliates, directly or indirectly, solicit for employment or other services, or threatens to commit a breachemploy or engage, of as an employee any of Transferred Employee or any other employee who is or was employed by Buyer or its Affiliates during the provisions of this Section 10Restricted Period, the Company shall have the following rights and remedies:
10.1.1 The right and remedy to have the provisions of this Agreement specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that or encourage any such Transferred Employee to leave such employment or solicit any such Transferred Employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such Transferred Employee.
(d) Seller acknowledges that a breach or threatened breach shall cause irreparable injury to the Company and that money damages shall not provide an adequate remedy to the Company; and
10.1.2 The right and remedy immediately to cease providing the salary continuation payments and other benefits under Sections 6.1 and 6.2 of this Agreement and to require the Employee to repay to the Company any such payments and benefits that already have been provided as of the time the Company learns of Employee’s breach of this Section 10.
10.1.3 The right 6.07 would give rise to irreparable harm to Buyer, for which monetary damages would not be an adequate remedy, and remedy and to require hereby agrees that in the Employee to account for and pay over to the Company all compensation, profits, monies, accruals, increments event of a breach or other benefits (collectively "Benefits") derived or received a threatened breach by the Employee as the result Seller of any transactions constituting a breach of such obligations, Buyer shall, in addition to any of the provisions of the preceding paragraph, and the Employee hereby agrees to account for and pay over such Benefits to the Company. Each of the rights and remedies enumerated above shall be independent of the other, and shall be severally enforceable, and all of such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies that may be available to the Company under law or it in equityrespect of such breach, be entitled to seek equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction.
10.2 If any of (e) Seller acknowledges that the covenants restrictions contained in this Section 8, 9 or 10, or any part thereof, is hereafter construed 6.07 are reasonable and necessary to be invalid or unenforceable, protect the same shall not affect legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the remainder of the covenant or covenants, which shall be given full effect without regard to the invalid portions.
10.3 If any of the covenants contained in Section 8, 9 or 10, or any part thereof, is held to be unenforceable because of the duration of such provision or the area covered thereby, the parties agree that the court making such determination shall have the power to reduce the duration and/or area of such provision and, in its reduced form, such provision shall then be enforceable.
10.4 The parties hereto intend to and hereby confer jurisdiction to enforce the covenants contained in Sections 8, 9 and 10 upon the courts of any state within the geographical scope of such covenantstransactions contemplated by this Agreement. In the event that any covenant contained in this Section 6.07 should ever be adjudicated to exceed the courts time, geographic, product or service or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service or other limitations permitted by applicable law. The covenants contained in this Section 6.07 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any one or more of such states shall hold any such covenant wholly or provision as written shall not invalidate or render unenforceable by reason of the breadth of remaining covenants or provisions hereof, and any such scope invalidity or otherwise, it is the intention of the parties hereto that such determination not bar or unenforceability in any way affect the Company's right to the relief provided above jurisdiction shall not invalidate or render unenforceable such covenant or provision in the courts of any other states within the geographical scope of such covenants, as to breaches of such covenants in such other respective jurisdictions, the above covenants as they relate to each state being, for this purpose, severable into diverse and independent covenantsjurisdiction.
10.5 The covenants in Sections 8, 9, and 10 are conditions of Employee’s continued employment with the Company, and they are not tied to Employee’s performance of any particular position, role or job; therefore, the covenants in Sections 8, 9, and 10 shall survive any change in Employee’s position, title, compensation, benefits, role, or responsibilities and shall remain in full force and effect following any such change. By continuing in the Company’s employ, Employee continually re-affirms the intention to be bound by these ongoing covenants.
Appears in 1 contract
Non-Competition and Non-Solicitation. During the Term and for a period of one year following the date of termination of Employee’s employment with the Company and/or the termination of this Agreement, for any reason and whether voluntary or involuntary: (a) the Employee The Banker Family Trust, ▇▇▇▇▇▇▇▇▇ and Plant shall not not, during such Person’s applicable Restricted Period, in the United States any manner, either directly, indirectly, individually, whether as principal, agent, partner, officer, director, shareholder, manager, member, employee, consultant or otherwise, jointly or in conjunction with any country Person, engage in which or undertake any planning to engage in all or any portion of the Company shall then be doing business, directly Business (or indirectly, enter the employ of, or render any services to, any person, firm or corporation engaged in any business that is competitive with the business all or any portion of the Company or of Business) in any of its subsidiaries or affiliates of geographic area in which the Employee may become an employee Group Companies conduct all or officer any portion of the Business as of or within 12 months immediately preceding the Closing Date. Notwithstanding the foregoing, passive ownership of two percent (2%) or less of the equity securities of a publicly traded company by each of the Banker Family Trust, ▇▇▇▇▇▇▇▇▇ or Plant, as applicable, shall not, solely by reason thereof, constitute a violation on the part of such Person of this Section 6.7(a).
(b) None of the Sellers shall, during the Term; Employee shall not engage in such business on EmployeePerson’s own account; and Employee shall not become interested applicable Restricted Period, in any such businessmanner, directly or directly, indirectly, individually, whether as an individual, partner, shareholder, director, officer, principal, agent, partner, officer, director, shareholder, manager, member, employee, trusteeconsultant or otherwise, consultantjointly or in conjunction with any Person, (i) recruit, hire or engage, solicit or attempt to recruit, hire or engage, or solicit, on such Person’s own behalf or on behalf of any other relationship Person, any senior executive or capacitymanagement-level Employee of the Group Companies who is or was such as of or within the 12-month period immediately prior to the Closing Date, or (ii) encourage any Person (other than the Purchaser or one of its Affiliates) to recruit, hire or engage, or solicit any such senior executive or management-level Employee of the Group Companies, or (iii) otherwise encourage any such senior executive or management-level Employee of the Group Companies to discontinue his or her employment or engagement with the Group Companies; provided, however, that nothing herein shall restrict or prohibit the recruitment, hiring, engaging, soliciting or employing any such person resulting from generalized searches for employees through the use of bona fide public advertisements in the media or any recruitment efforts conducted by any recruitment agency, in each case that are not targeted specifically at employees of the Group Companies.
(c) The Banker Family Trust, ▇▇▇▇▇▇▇▇▇ and Plant shall not, during such Person’s applicable Restricted Period, in any manner, directly, indirectly, individually, whether as principal, agent, partner, officer, director, shareholder, manager, member, employee, consultant or otherwise, jointly or in conjunction with any Person, solicit or entice, or attempt to solicit or entice, any clients, customers, vendors, suppliers or other business partners (each, a “Business Partner”) of the Group Companies who are or were such as of or within the 12-month period immediately prior to the Closing Date, or prospective Business Partners of the Group Companies who are or were such as of or within the 12-month period immediately prior to the Closing Date, for purposes of diverting their business or services from the Group Companies, or to otherwise terminate or diminish their relationship with the Group Companies.
(d) Each Seller acknowledges that the restrictions contained in this Section 10 shall be deemed 6.7 are reasonable and necessary to prohibit protect the Employee from acquiringgoodwill, solely as an investmentconfidential information, shares of capital stock of any public corporation; (b) neither the Employee nor any Affiliate trade secrets and other legitimate interests of the Employee shall solicit or utilize, or assist any person in any way to solicit or utilize, the services, directly or indirectly, of any of the Company's directors, key advisors, officers or employees (collectively, "Associates of the Company"). This non-solicitation Purchaser and non-utilization provision shall not apply to Associates of the Company who have previously terminated their relationship with the Company. The above covenants will apply constitute a material inducement to the Employee, regardless of the circumstances under which the employment ends or Purchaser to enter into this Agreement and consummate the transactions contemplated hereby. In the event a judicial or arbitral determination is terminated.
10.1 If the Employee commits a breachmade that any provision of this Section 6.7 constitutes an unreasonable or otherwise unenforceable restriction against Seller, or threatens to commit a breachas applicable, of any of the provisions of this Section 106.7 shall be rendered void only to the extent that such judicial or arbitral determination finds such provisions to be unreasonable or otherwise unenforceable. In this regard, any judicial authority construing this Agreement shall be empowered to sever or modify any portion of the Company shall have restricted territory, any prohibited business activity or any time period from the following rights coverage of this Section 6.7 and remedies:
10.1.1 The right and remedy to have apply the provisions of this Agreement specifically enforced Section 6.7 to the remaining portion of the restricted territory, the remaining business activities and the remaining time period not so severed or modified by any court having equity jurisdiction, it being acknowledged such judicial or arbitral authority and agreed to the maximum extent permitted by Law.
(e) Each Seller acknowledges that any such a breach or threatened breach shall cause irreparable injury to the Company and that money damages shall not provide an adequate remedy to the Company; and
10.1.2 The right and remedy immediately to cease providing the salary continuation payments and other benefits under Sections 6.1 and 6.2 of this Agreement and to require the Employee to repay to the Company any such payments and benefits that already have been provided as of the time the Company learns of Employee’s breach of this Section 10.
10.1.3 The right and remedy and 6.7 may give rise to require the Employee to account for and pay over irreparable harm to the Company all compensationPurchaser, profitsfor which monetary damages may not be an adequate remedy, monies, accruals, increments and hereby agrees that (i) in the event of a breach or other benefits (collectively "Benefits") derived or received a threatened breach by the Employee as the result such Person of any transactions constituting a breach of such obligations, the Purchaser shall, in addition to any of the provisions of the preceding paragraph, and the Employee hereby agrees to account for and pay over such Benefits to the Company. Each of the rights and remedies enumerated above shall be independent of the other, and shall be severally enforceable, and all of such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies that may be available to it in respect of such breach, be entitled to seek equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond), together with an award of its reasonable, documented and out-of-pocket attorneys’ fees incurred in enforcing its rights hereunder, (ii) the Company under law or in equity.
10.2 If Restricted Period applicable to such Person will be tolled, and will not run, during the period of any breach by such Person of the any such covenants contained in Section 8, 9 or 10, or any part thereof, is hereafter construed to be invalid or unenforceable, the same shall not affect the remainder and (iii) no claimed breach of the covenant or covenants, which shall be given full effect without regard this Agreement attributed to the invalid portionsPurchaser will operate to extinguish such Person’s obligation to comply with this Section 6.7.
10.3 If any of the covenants contained in Section 8, 9 or 10, or any part thereof, is held to be unenforceable because of the duration of such provision or the area covered thereby, the parties agree that the court making such determination shall have the power to reduce the duration and/or area of such provision and, in its reduced form, such provision shall then be enforceable.
10.4 The parties hereto intend to and hereby confer jurisdiction to enforce the covenants contained in Sections 8, 9 and 10 upon the courts of any state within the geographical scope of such covenants. In the event that the courts of any one or more of such states shall hold any such covenant wholly unenforceable by reason of the breadth of such scope or otherwise, it is the intention of the parties hereto that such determination not bar or in any way affect the Company's right to the relief provided above in the courts of any other states within the geographical scope of such covenants, as to breaches of such covenants in such other respective jurisdictions, the above covenants as they relate to each state being, for this purpose, severable into diverse and independent covenants.
10.5 The covenants in Sections 8, 9, and 10 are conditions of Employee’s continued employment with the Company, and they are not tied to Employee’s performance of any particular position, role or job; therefore, the covenants in Sections 8, 9, and 10 shall survive any change in Employee’s position, title, compensation, benefits, role, or responsibilities and shall remain in full force and effect following any such change. By continuing in the Company’s employ, Employee continually re-affirms the intention to be bound by these ongoing covenants.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Hc2 Holdings, Inc.)
Non-Competition and Non-Solicitation. During the Term and for a period of one year following the date of termination of Employee’s employment with the Company and/or the termination of this Agreement, for any reason and whether voluntary or involuntary: (a) During the Employee shall not in applicable Non-Competition Period, no Company Member shall, except as an officer or employee of the United States Buyer and/or the Surviving Corporation: (i) develop, manufacture, market or in sell any country in product which competes with any product of the Company shall then be doing business, directly existing on or indirectly, enter prior to the employ ofClosing Date, or render any services to, any person, firm or corporation engaged (ii) engage in any business that is competitive with the business of the Company as conducted on the date hereof or of any of its subsidiaries or affiliates of which on the Employee may become an employee or officer during Closing Date, in the Term; Employee shall not engage in such business on Employee’s own account; and Employee shall not become interested in any such business, directly or indirectly, as an individual, partner, shareholder, director, officer, principal, agent, employee, trustee, consultant, United States or any other relationship or capacity; provided, however, country in which the Company conducted business during the one year prior to the Closing Date. The parties hereto agree that nothing contained the duration and geographic scope of the non-competition provisions set forth in this Section 10 shall be deemed to prohibit the Employee from acquiring, solely as an investment, shares of capital stock of any public corporation; (b4.10(a) neither the Employee nor any Affiliate of the Employee shall solicit or utilize, or assist any person in any way to solicit or utilize, the services, directly or indirectly, of any of the Company's directors, key advisors, officers or employees (collectively, "Associates of the Company"). This non-solicitation and non-utilization provision shall not apply to Associates of the Company who have previously terminated their relationship with the Company. The above covenants will apply to the Employee, regardless of the circumstances under which the employment ends or this Agreement is terminated.
10.1 If the Employee commits a breach, or threatens to commit a breach, of any of the provisions of this Section 10, the Company shall have the following rights and remedies:
10.1.1 The right and remedy to have the provisions of this Agreement specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to the Company and that money damages shall not provide an adequate remedy to the Company; and
10.1.2 The right and remedy immediately to cease providing the salary continuation payments and other benefits under Sections 6.1 and 6.2 of this Agreement and to require the Employee to repay to the Company any such payments and benefits that already have been provided as of the time the Company learns of Employee’s breach of this Section 10.
10.1.3 The right and remedy and to require the Employee to account for and pay over to the Company all compensation, profits, monies, accruals, increments or other benefits (collectively "Benefits") derived or received by the Employee as the result of any transactions constituting a breach of any of the provisions of the preceding paragraph, and the Employee hereby agrees to account for and pay over such Benefits to the Company. Each of the rights and remedies enumerated above shall be independent of the other, and shall be severally enforceable, and all of such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company under law or in equity.
10.2 If any of the covenants contained in Section 8, 9 or 10, or any part thereof, is hereafter construed to be invalid or unenforceable, the same shall not affect the remainder of the covenant or covenants, which shall be given full effect without regard to the invalid portions.
10.3 If any of the covenants contained in Section 8, 9 or 10, or any part thereof, is held to be unenforceable because of the duration of such provision or the area covered thereby, the parties agree that the court making such determination shall have the power to reduce the duration and/or area of such provision and, in its reduced form, such provision shall then be enforceable.
10.4 The parties hereto intend to and hereby confer jurisdiction to enforce the covenants contained in Sections 8, 9 and 10 upon the courts of any state within the geographical scope of such covenantsare reasonable. In the event that any court of competent jurisdiction determines that the courts of any one duration or more of the geographic scope, or both, are unreasonable and that such states shall hold any such covenant wholly unenforceable by reason of the breadth of such scope or otherwiseprovision is to that extent unenforceable, it is the intention of the parties hereto agree that such determination not bar or in any way affect the Company's right to the relief provided above in the courts of any other states within the geographical scope of such covenants, as to breaches of such covenants in such other respective jurisdictions, the above covenants as they relate to each state being, for this purpose, severable into diverse and independent covenants.
10.5 The covenants in Sections 8, 9, and 10 are conditions of Employee’s continued employment with the Company, and they are not tied to Employee’s performance of any particular position, role or job; therefore, the covenants in Sections 8, 9, and 10 shall survive any change in Employee’s position, title, compensation, benefits, role, or responsibilities and provision shall remain in full force and effect following any such change. By continuing for the greatest time period and in the Company’s employ, Employee continually regreatest area that would not render it unenforceable. The parties intend that this non-affirms the intention competition provision shall be deemed to be bound a series of separate covenants, one for each and every county of each and every state of the United States of America and each and every political subdivision of each and every country outside the United States of America where this provision is intended to be effective. The Company Members agree that damages are an inadequate remedy for any breach of this provision and that the Buyer shall, whether or not it is pursuing any potential remedies at law, be entitled to equitable relief in the form of preliminary and permanent injunctions without bond or other security upon any actual or threatened breach of this non-competition provision.
(b) Except as provided by these ongoing covenantslaw, during the applicable Non-Competition Period, no Company Member shall (i) solicit any person who was an employee of the Company on the date hereof or the Closing Date to terminate such employee's employment with the Buyer (or the Company or the Surviving Corporation, as the case may be) or to become an employee of such Company Member, or (ii) hire any person who was such an employee on the date hereof or on the Closing Date, except that, for the avoidance of doubt, the placement of general advertisements not aimed specifically at such employees shall not be considered solicitations or inducements for purposes of this Section 4.10(b).
(c) The non-competition and non-solicitation provisions set forth in Sections 4.10(a) and 4.10(b) shall be independent of the non-competition and non-solicitation provisions set forth in any employment offer letters (the "Offer Letters") executed by each of the Key Employees in accordance with Section 5.1(g) of this Agreement.
Appears in 1 contract
Sources: Merger Agreement (Unica Corp)
Non-Competition and Non-Solicitation. During In consideration of the Company’s entering into this Agreement, Executive agrees that during the Employment Term and for a period of one year following the date of termination of Employee’s employment with the Company and/or twelve (12) months after the termination of this Agreementthe Employment Term, without regard to its termination for any reason and whether voluntary which does not constitute a breach of this Agreement by the Company or involuntarya resignation for Good Reason by Executive, Executive shall not, unless acting pursuant hereto or with the prior written consent of the Board: #56956674 v6
(a) the Employee shall not in the United States or in any country in which the Company shall then be doing business, directly or indirectly, enter own, manage, operate, finance, join, control or participate in the employ ownership, management, operation, financing or control of, or render any services to, any person, firm or corporation engaged in any business that is competitive with the business of the Company or of any of its subsidiaries or affiliates of which the Employee may become an employee or officer during the Term; Employee shall not engage in such business on Employee’s own account; and Employee shall not become interested in any such business, directly or indirectly, be connected as an individual, partner, shareholderofficer, director, officeremployee, partner, principal, agent, employeerepresentative, trustee, consultantconsultant or otherwise with, or use or permit Executive’s name to be used in connection with any other relationship Competing Business (defined below) within any state in which the Company, and/or its affiliates, currently engage in any Substantial Business Activity (defined below) or capacityany state in which the Company, and/or its affiliates, engaged in any Substantial Business Activity during the thirty-six month period preceding the date Executive’s employment terminates; provided, however, that nothing contained in notwithstanding the foregoing, this Section 10 provision shall not be deemed construed to prohibit the Employee from acquiring, solely as an investment, shares passive ownership by Executive of not more than five percent (5%) of the capital stock of any public corporationcorporation which is engaged in any Competing Business having a class of securities registered pursuant to the Exchange Act; or
(b) neither the Employee nor solicit or divert to any Affiliate Competing Business any individual or entity which is an active or prospective customer of the Employee shall Company, and/or its affiliates, or was such an active or prospective customer at any time during the preceding twelve (12) months; or
(c) employ, attempt to employ, solicit or utilize, or assist any person Competing Business in employing any way to solicit or utilize, the services, directly or indirectly, of any employee of the Company's directors, key advisorsand/or its affiliates, officers whether as an employee or employees (collectively, "Associates of the Company"). This non-solicitation and non-utilization provision shall not apply to Associates of the Company who have previously terminated their relationship with the Company. The above covenants will apply to the Employee, regardless of the circumstances under which the employment ends or this Agreement is terminatedconsultant.
10.1 If the Employee commits a breach, or threatens to commit a breach, of any of the provisions of this Section 10, the Company shall have the following rights and remedies:
10.1.1 The right and remedy to have the provisions of this Agreement specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to the Company and that money damages shall not provide an adequate remedy to the Company; and
10.1.2 The right and remedy immediately to cease providing the salary continuation payments and other benefits under Sections 6.1 and 6.2 of this Agreement and to require the Employee to repay to the Company any such payments and benefits that already have been provided as of the time the Company learns of Employee’s breach of this Section 10.
10.1.3 The right and remedy and to require the Employee to account for and pay over to the Company all compensation, profits, monies, accruals, increments or other benefits (collectively "Benefits") derived or received by the Employee as the result of any transactions constituting a breach of any of the provisions of the preceding paragraph, and the Employee hereby agrees to account for and pay over such Benefits to the Company. Each of the rights and remedies enumerated above shall be independent of the other, and shall be severally enforceable, and all of such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company under law or in equity.
10.2 If any of the covenants contained in Section 8, 9 or 10, or any part thereof, is hereafter construed to be invalid or unenforceable, the same shall not affect the remainder of the covenant or covenants, which shall be given full effect without regard to the invalid portions.
10.3 If any of the covenants contained in Section 8, 9 or 10, or any part thereof, is held to be unenforceable because of the duration of such provision or the area covered thereby, the parties agree that the court making such determination shall have the power to reduce the duration and/or area of such provision and, in its reduced form, such provision shall then be enforceable.
10.4 The parties hereto intend to and hereby confer jurisdiction to enforce the covenants contained in Sections 8, 9 and 10 upon the courts of any state within the geographical scope of such covenants. In the event that the courts of any one or more of such states shall hold any such covenant wholly unenforceable by reason of the breadth of such scope or otherwise, it is the intention of the parties hereto that such determination not bar or in any way affect the Company's right to the relief provided above in the courts of any other states within the geographical scope of such covenants, as to breaches of such covenants in such other respective jurisdictions, the above covenants as they relate to each state being, for this purpose, severable into diverse and independent covenants.
10.5 The covenants in Sections 8, 9, and 10 are conditions of Employee’s continued employment with the Company, and they are not tied to Employee’s performance of any particular position, role or job; therefore, the covenants in Sections 8, 9, and 10 shall survive any change in Employee’s position, title, compensation, benefits, role, or responsibilities and shall remain in full force and effect following any such change. By continuing in the Company’s employ, Employee continually re-affirms the intention to be bound by these ongoing covenants.
Appears in 1 contract
Sources: Employment Agreement (Independence Realty Trust, Inc.)
Non-Competition and Non-Solicitation. During the Term period of Employee’s employment by ▇▇▇▇▇▇ Delaware or ▇▇▇▇▇▇ New York and for a period of one year following the date of termination of Employee’s employment with the Company and/or the termination of this Agreementtwenty-four (24) months thereafter, or, if Employee is entitled to continue to receive his base salary pursuant to Section VII above, for any reason and whether voluntary or involuntarythe Severance Period plus an additional twelve (12) months thereafter, Employee shall not: (ai) the Employee shall not in the United States engage or become interested in any country in which the Company shall then be doing businessway, directly or indirectly, enter the employ of(whether as an owner, stockholder, partner, lender, investor, director, officer, employee, consultant or render any services to, any person, firm or corporation engaged otherwise) in any activity, business that is competitive with the or enterprise, if such activity, business of the Company or of any of its subsidiaries or affiliates of which the Employee may become an employee or officer during the Term; Employee shall not engage in such business on Employee’s own account; and Employee shall not become interested in any such businessenterprise competes, directly or indirectly, as an individualwithin the geographical area of the United States, partnerCanada or the European Union, shareholderwith (A) the business of designing, directordeveloping, officerdistributing, principal, agent, employee, trustee, consultantmarketing or manufacturing dental products or (B) any other significant part of the business conducted by the Company or its subsidiaries during the period of Employee’s employment or contemplated to be conducted by it during such period (except that passive ownership of not more than 5% of the outstanding securities of any class of any corporation that are listed on a national securities exchange or traded in the over-the-counter market shall not be considered a breach of this Section); or (ii) solicit or hire for any purpose any employee of the Company or its subsidiaries, or any other relationship or capacity; providedemployee who has left such employment within the previous six months. If, however, that nothing contained in this Section 10 shall be deemed to prohibit at the Employee from acquiring, solely as an investment, shares time of capital stock of any public corporation; (b) neither the Employee nor any Affiliate of the Employee shall solicit or utilize, or assist any person in any way to solicit or utilize, the services, directly or indirectly, of any of the Company's directors, key advisors, officers or employees (collectively, "Associates of the Company"). This non-solicitation and non-utilization provision shall not apply to Associates of the Company who have previously terminated their relationship with the Company. The above covenants will apply to the Employee, regardless of the circumstances under which the employment ends or this Agreement is terminated.
10.1 If the Employee commits a breach, or threatens to commit a breach, of any of the provisions enforcement of this Section 10IX, a court shall hold that the Company shall have the following rights and remedies:
10.1.1 The right and remedy to have the provisions of this Agreement specifically enforced by any court having equity jurisdictionduration, it being acknowledged and agreed that any such breach scope or threatened breach shall cause irreparable injury to the Company and that money damages shall not provide an adequate remedy to the Company; and
10.1.2 The right and remedy immediately to cease providing the salary continuation payments and other benefits area restrictions stated herein are unreasonable under Sections 6.1 and 6.2 of this Agreement and to require the Employee to repay to the Company any such payments and benefits that already have been provided as of the time the Company learns of Employee’s breach of this Section 10.
10.1.3 The right and remedy and to require the Employee to account for and pay over to the Company all compensation, profits, monies, accruals, increments or other benefits (collectively "Benefits") derived or received by the Employee as the result of any transactions constituting a breach of any of the provisions of the preceding paragraph, and the Employee hereby agrees to account for and pay over such Benefits to the Company. Each of the rights and remedies enumerated above shall be independent of the other, and shall be severally enforceable, and all of such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company under law or in equity.
10.2 If any of the covenants contained in Section 8, 9 or 10, or any part thereof, is hereafter construed to be invalid or unenforceable, the same shall not affect the remainder of the covenant or covenants, which shall be given full effect without regard to the invalid portions.
10.3 If any of the covenants contained in Section 8, 9 or 10, or any part thereof, is held to be unenforceable because of the duration of such provision or the area covered therebycircumstances then existing, the parties agree that the court making maximum duration, scope or area reasonable under such determination circumstances shall have be substituted for the power to reduce the duration and/or stated duration, scope or area of such provision and, in its reduced form, such provision shall then be enforceable.
10.4 The parties hereto intend to and hereby confer jurisdiction to enforce the covenants contained in Sections 8, 9 and 10 upon the courts of any state within the geographical scope of such covenants. In the event that the courts of any one or more of such states court shall hold any such covenant wholly unenforceable be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by reason of the breadth of such scope or otherwise, it is the intention of the parties hereto that such determination not bar or in any way affect the Company's right to the relief provided above in the courts of any other states within the geographical scope of such covenants, as to breaches of such covenants in such other respective jurisdictions, the above covenants as they relate to each state being, for this purpose, severable into diverse and independent covenantslaw.
10.5 The covenants in Sections 8, 9, and 10 are conditions of Employee’s continued employment with the Company, and they are not tied to Employee’s performance of any particular position, role or job; therefore, the covenants in Sections 8, 9, and 10 shall survive any change in Employee’s position, title, compensation, benefits, role, or responsibilities and shall remain in full force and effect following any such change. By continuing in the Company’s employ, Employee continually re-affirms the intention to be bound by these ongoing covenants.
Appears in 1 contract
Non-Competition and Non-Solicitation. During the Term and for a period of one year following the date of termination of Employee’s employment with the Company and/or the termination of this Agreement, for any reason and whether voluntary or involuntary: (a) Subject to Section 10.6(f), until the Employee fifth anniversary of the Closing Date, Sellers agree that they shall not, and shall cause their Affiliates not in the United States to, directly or indirectly through any Person or contractual arrangement, own any interest in, manage, control, participate in, consult with, render services for or in any country manner engage in any business engaged in or that otherwise competes with the Business. Sellers acknowledge that the Business is planned to be conducted throughout North America and agree that the provisions in this Section 10.6(a) shall operate throughout North America. The preceding sentences shall not prevent a Seller or its Affiliates from acquiring any company or business that derived less than 15% of its revenue in the last completed fiscal year of the company or business for which financial results are available from the Company sale of products within the definition of Business.
(b) Subject to Section 10.6(f), until the second anniversary of the Closing Date, Sellers agree that they shall then be doing businessnot, and shall cause their Affiliates not to, directly or indirectlyindirectly through any Person or contractual arrangement, enter (1) induce or attempt to induce any Transferring Employee to leave the employ ofof Buyer, or render any services to, any person, firm or corporation engaged in any business that is competitive way interfere with the business relationship between Buyer and any such Transferring Employee, (2) solicit, recruit or hire any employees of the Company Business, or (3) induce or attempt to induce any customer, supplier, vendor, service provider, licensee, licensor, lessor, franchisee or other business relation of any of its subsidiaries the Business to cease doing business with the Business, or affiliates of which the Employee may become an employee or officer during the Term; Employee shall not engage in such business on Employee’s own account; and Employee shall not become interested in any way interfere in material respect with the relationship between any such businesscustomer, directly supplier, vendor, service provider, licensee, licensor, lessor, franchisee or indirectly, as an individual, partner, shareholder, director, officer, principal, agent, employee, trustee, consultant, other business relation and the Business (including making any defamatory statements or any other relationship communications about Buyer or capacitythe Business); provided, however, that nothing contained general solicitations, including solicitations by search firms, recruiters or other placement specialists, and 59
(c) From the Closing Date until the second anniversary of the Closing Date, Buyer shall not, and shall cause its Affiliates not to, directly or indirectly through any Person or contractual arrangement, (1) induce or attempt to induce any employee of Sellers (“Seller Employee”) to leave the employ of Sellers or their Affiliates, or in any way interfere with the relationship between Sellers and any such Seller Employee, or (2) solicit, recruit or hire any Seller Employee; provided, however, that general solicitations, including solicitations by search firms, recruiters or other placement specialists, and the hiring of any employee who responds to such solicitation, shall not constitute a violation of this Section 10.6(c); provided, further, that the restrictions in this Section 10 shall be deemed to prohibit the Employee from acquiring, solely as an investment, shares of capital stock of any public corporation; (b10.6(c) neither the Employee nor any Affiliate of the Employee shall solicit or utilize, or assist any person in any way to solicit or utilize, the services, directly or indirectly, of any of the Company's directors, key advisors, officers or employees (collectively, "Associates of the Company"). This non-solicitation and non-utilization provision shall not apply with respect to Associates of the Company who have previously terminated their any such employee whose employment relationship with Sellers is terminated by either (x) such employee, as long as, in the Company. The above covenants will apply case of employees who are employed at the Memphis, Tennessee facility of Seller 1 and have an annual base salary of more than $100,000, Buyer and its Affiliates do not hire such employee during the period from the date of such termination to the Employeedate that is 90 days after the date of such termination, regardless or (y) any Seller or any of its Affiliates.
(d) Each Seller acknowledges that the circumstances under which the employment ends or covenants of Seller set forth in this Section 10.6 are an essential element of this Agreement is terminated.
10.1 If and that any breach by a Seller of any provision of this Section 10.6 will result in irreparable injury to Buyer. Each Seller acknowledges that in the Employee commits event of such a breach, in addition to all other remedies available at Law, Buyer shall be entitled to equitable relief, including injunctive relief, and an equitable accounting of all earnings, profits or threatens other benefits arising therefrom, as well as such other Damages as may be appropriate. Each Seller has independently consulted with its counsel and after such consultation agrees that the covenants set forth in this Section 10.6 are reasonable and proper to commit protect the legitimate interest of Buyer.
(e) If a breachcourt of competent jurisdiction determines that the character, of any duration or geographical scope of the provisions of this Section 10, the Company shall have the following rights and remedies:
10.1.1 The right and remedy to have the provisions of this Agreement specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to the Company and that money damages shall not provide an adequate remedy to the Company; and
10.1.2 The right and remedy immediately to cease providing the salary continuation payments and other benefits under Sections 6.1 and 6.2 of this Agreement and to require the Employee to repay to the Company any such payments and benefits that already have been provided as of the time the Company learns of Employee’s breach of this Section 10.
10.1.3 The right and remedy and to require the Employee to account for and pay over to the Company all compensation, profits, monies, accruals, increments or other benefits (collectively "Benefits") derived or received by the Employee as the result of any transactions constituting a breach of any of the provisions of the preceding paragraph, and the Employee hereby agrees to account for and pay over such Benefits to the Company. Each of the rights and remedies enumerated above shall be independent of the other, and shall be severally enforceable, and all of such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company under law or in equity.
10.2 If any of the covenants contained in Section 8, 9 or 10, or any part thereof, is hereafter construed to be invalid or unenforceable, the same shall not affect the remainder of the covenant or covenants, which shall be given full effect without regard to the invalid portions.
10.3 If any of the covenants contained in Section 8, 9 or 10, or any part thereof, is held to be unenforceable because of the duration of such provision or the area covered thereby, the parties agree that the court making such determination shall have the power to reduce the duration and/or area of such provision and, in its reduced form, such provision shall then be enforceable.
10.4 The parties hereto intend to and hereby confer jurisdiction to enforce the covenants contained in Sections 8, 9 and 10 upon the courts of any state within the geographical scope of such covenants. In the event that the courts of any one or more of such states shall hold any such covenant wholly unenforceable by reason of the breadth of such scope or otherwise10.6 are unreasonable, it is the intention and the agreement of the parties hereto Parties that these provisions shall be construed by the court in such determination not bar or a manner as to impose only those restrictions on Sellers’ conduct that are reasonable in light of the circumstances and as are necessary to assure to Buyer the benefits of this Agreement. If, in any way affect judicial proceeding, a court shall refuse to enforce all of the Company's right separate covenants of this Section 10.6 because taken together they are more extensive than necessary to assure to Buyer the relief provided above intended benefits of this Agreement, it is expressly understood and agreed by the Parties that the provisions hereof that, if eliminated, would permit the remaining separate provisions to be enforced in such proceeding, shall be deemed eliminated, for the courts purposes of such proceeding, from this Agreement. 60
(f) This Section 10.6 shall bind only ABB Ltd and its direct and indirect Subsidiaries and controlled Affiliates, and not any other states within the geographical scope Affiliate of such covenants, as to breaches of such covenants in such other respective jurisdictions, the above covenants as they relate to each state being, for this purpose, severable into diverse and independent covenants.
10.5 The covenants in Sections 8, 9, and 10 are conditions of Employee’s continued employment with the Company, and they are ABB Ltd that is not tied to Employee’s performance of any particular position, role or job; therefore, the covenants in Sections 8, 9, and 10 shall survive any change in Employee’s position, title, compensation, benefits, role, or responsibilities and shall remain in full force and effect following any such change. By continuing in the Company’s employ, Employee continually re-affirms the intention to be bound controlled by these ongoing covenants.ABB Ltd. 10.7
Appears in 1 contract
Non-Competition and Non-Solicitation. (a) During the Term term of this Agreement, except as contemplated herein, and for a period of one year following two (2) years after the date of termination of Employee’s his employment with the Company and/or Employer, regardless of the termination of this Agreementreason for such termination, for any reason and whether voluntary or involuntary: (a) the Employee shall not in the United States or in any country in which the Company shall then be doing businessnot, directly or indirectly, enter within the employ ofState of Louisiana, the State of Texas, or render within any services toother state or foreign country in which the Employer conducts any business, any personenter into, firm engage in, be employed by, or corporation engaged in consult with any business that is competitive in competition with the business of the Company or of any of its subsidiaries or affiliates of which Employer as it is then carried on; further, the Employee may become an employee or officer during the Term; Employee shall not engage sell to, market, produce or otherwise deal with any customer of the Employer as long as these actions are in such business on direct competition with the Employer. The restrictions of this Section 9 shall extend to any and all activities of the Employee’s own account; and Employee , whether as an independent contractor, partner or joint venturer, or as an officer, director, stockholder, agent, employee or salesman for any person, firm, partnership, corporation or other entity, or otherwise. The restrictions of this Section 9 shall not become interested be violated by the ownership of no more than 2% of the outstanding securities of any company whose stock is traded on a national securities exchange or is quoted in the Automated Quotation System of the National Association of Securities Dealers (NASDAQ). Solicitation or acceptance of orders outside of any prohibited territory as described above for shipment to, delivery in or service in any restricted territory shall also constitute engaging in business within the restricted territories in violation of this Section 9 .
(b) During his employment with the Employer, except as contemplated herein, and for a period of two (2) years after the termination of his employment with the Employer, regardless of the reason for such businesstermination, the Employee agrees he will refrain from and will not directly or indirectly, as an individualindependent contractor, employee, consultant, agent, partner, shareholder, director, officer, principal, agent, employee, trustee, consultantjoint venturer, or otherwise: (1) solicit any other relationship of the employees of the Employer to terminate their employment or capacity; provided, however, that nothing contained in this Section 10 shall be deemed to prohibit (2) accept employment with or seek remuneration by any of the clients or customers of the Employer with whom the Employer did business during the term of the Employee's employment.
(c) The period of time during which the Employee is prohibited from acquiring, solely as an investment, shares of capital stock of any public corporation; engaging in certain business practices pursuant to Section 9(a) or (b) neither shall be extended by any length of time during which the Employee nor any Affiliate of the Employee shall solicit or utilize, or assist any person is in any way to solicit or utilize, the services, directly or indirectly, of any of the Company's directors, key advisors, officers or employees (collectively, "Associates of the Company"). This non-solicitation and non-utilization provision shall not apply to Associates of the Company who have previously terminated their relationship with the Company. The above covenants will apply to the Employee, regardless of the circumstances under which the employment ends or this Agreement is terminated.
10.1 If the Employee commits a breach, or threatens to commit a breach, of any of the provisions of this Section 10, the Company shall have the following rights and remedies:
10.1.1 The right and remedy to have the provisions of this Agreement specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to the Company and that money damages shall not provide an adequate remedy to the Company; and
10.1.2 The right and remedy immediately to cease providing the salary continuation payments and other benefits under Sections 6.1 and 6.2 of this Agreement and to require the Employee to repay to the Company any such payments and benefits that already have been provided as of the time the Company learns of Employee’s breach of this Section 10.
10.1.3 The right and remedy and to require the Employee to account for and pay over to the Company all compensation, profits, monies, accruals, increments or other benefits (collectively "Benefits") derived or received by the Employee as the result of any transactions constituting a breach of any of the provisions of the preceding paragraph, and the Employee hereby agrees to account for and pay over such Benefits to the Company. Each of the rights and remedies enumerated above shall be independent of the other, and shall be severally enforceable, and all of such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company under law or in equity.
10.2 If any of the covenants contained in Section 8, 9 or 10, or any part thereof, is hereafter construed to be invalid or unenforceable, the same shall not affect the remainder of the covenant or covenants, which shall be given full effect without regard to the invalid portions.
10.3 If any of the covenants contained in Section 8, 9 or 10, or any part thereof, is held to be unenforceable because of the duration of such provision or the area covered thereby, the parties agree that the court making such determination shall have the power to reduce the duration and/or area of such provision and, in its reduced form, such provision shall then be enforceable.
10.4 The parties hereto intend to and hereby confer jurisdiction to enforce the covenants contained in Sections 8, 9 and 10 upon the courts of any state within the geographical scope of such covenants. In the event that the courts of any one or more of such states shall hold any such covenant wholly unenforceable .
(d) It is understood by reason of the breadth of such scope or otherwise, it is the intention of and between the parties hereto that the foregoing restrictive covenants set forth in Sections 9(a) through (c) are essential elements of this Agreement, and that, but for the agreement of the Employee to comply with such determination covenants, the Employer would not bar or in any way affect have agreed to enter into this Agreement. Such covenants by the Company's right to the relief provided above in the courts Employee shall be construed as agreements independent of any other states within provision in this Agreement. The existence of any claim or cause of action of the geographical scope Employee against the Employer, whether predicated on this Agreement, or otherwise, save and except a failure of Employer to pay sums due under the terms of this agreement, shall not constitute a defense to the enforcement by the Employer of such covenants.
(e) It is agreed by the Employer and Employee that if any portion of the covenants set forth in this Section 9 are held to be invalid, as to breaches unreasonable, arbitrary or against public policy, then such portion of such covenants in such other respective jurisdictionsshall be considered divisible both as to time and geographical area. The Employer and Employee agree that, if any court of competent jurisdiction determines the above covenants as they relate specified time period or the specified geographical area applicable to each state being, for this purpose, severable into diverse and independent covenants.
10.5 The covenants in Sections 8, 9, and 10 are conditions of Employee’s continued employment with the Company, and they are not tied to Employee’s performance of any particular position, role or job; therefore, the covenants in Sections 8, 9, and 10 shall survive any change in Employee’s position, title, compensation, benefits, role, or responsibilities and shall remain in full force and effect following any such change. By continuing in the Company’s employ, Employee continually re-affirms the intention Section 9 to be bound invalid, unreasonable, arbitrary or against public policy, a lesser time period or geographical area which is determined to be reasonable, nonarbitrary and not against public policy may be enforced against the Employee. The Employer and the Employee agree that the foregoing covenants are appropriate and reasonable when considered in light of the nature and extent of the business conducted by these ongoing covenantsthe Employer.
Appears in 1 contract
Non-Competition and Non-Solicitation. During In order to protect the Term Company’s Proprietary Information and good will, during the term of my Service to the Company or its Affiliates and for a the period of one year time described below following the date of termination of Employee’s employment with the Company and/or the termination of this Agreement, for any reason and whether voluntary or involuntary: (a) the Employee shall not in the United States or in any country in which my Service to the Company shall then be doing businessor its Affiliates (the “Restricted Period”), I will not directly or indirectly, enter the employ of, or render any services to, any person, firm or corporation engaged in any business that is competitive with the business of the Company or of any of its subsidiaries or affiliates of which the Employee may become an employee or officer during the Term; Employee shall not engage in such business on Employee’s own account; and Employee shall not become interested in any such business, directly or indirectly, whether as an individualowner, partner, shareholder, director, officermanager, principalconsultant, agent, employee, trusteeco-venturer or otherwise, consultantengage, participate or invest in any business activity with or through any other relationship company anywhere in the United States, the European Union, Switzerland or capacityJapan that conducts or initiates any program to develop, manufacture or market products that are intended to modulate the same target or operate via the same pathway as any program conducted or actively planned to be conducted by the Company or its Affiliates, including but not limited to a program to develop, manufacture or market a compound that is an MvfR inhibitor, during my Service to the Company; provided, however, provided that nothing contained this shall not prohibit any possible investment in this Section 10 shall be deemed to prohibit the Employee from acquiring, solely as an investment, shares of capital publicly traded stock of any public corporation; (b) neither the Employee nor any Affiliate a company representing less than one percent of the Employee stock of such company. The “Restricted Period” shall solicit equal the length of my Service period with the Company or utilize18 months, or assist any person in any way to solicit or utilizewhichever is shorter. In addition, during the servicesRestricted Period, I will not, directly or indirectly, in any manner, other than for the benefit of the Company, (a) call upon, solicit, divert, take away, accept or conduct any business from or with any of the Company's directors, key advisors, officers customers or employees (collectively, "Associates of the Company"). This non-solicitation and non-utilization provision shall not apply to Associates prospective customers of the Company who have previously terminated or its Affiliates or any of their relationship with suppliers to the extent in competition with, or to the detriment of, the Company. The above covenants will apply , and/or (b) solicit, entice, attempt to the Employee, regardless persuade any other employee or consultant of the circumstances under which Company or its Affiliates to leave the employment ends Company (or this Agreement is terminated.
10.1 If such Affiliate) for any reason or otherwise participate in or facilitate the Employee commits a breachhire, directly or threatens to commit a breachthrough another entity, of any person who is employed or engaged by the Company or its Affiliates or who was employed or engaged by the Company or its Affiliates within six months of any attempt to hire such person. Notwithstanding the foregoing provisions of this Section 10paragraph 8, (i) the Company Restricted Period shall have the following rights and remedies:
10.1.1 The right and remedy to have the provisions of this Agreement specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury terminate if my Service to the Company is terminated by the Company without “cause” or if I terminate my Service to the Company as a result of a material uncured diminution of or any other material and that money damages shall not provide an adequate remedy adverse change to my Service to the Company; and
10.1.2 The right and remedy immediately to cease providing the salary continuation payments and other benefits under Sections 6.1 and 6.2 of this Agreement and to require the Employee to repay to , or if I am required by the Company any such payments and benefits to relocate my principal place of business by more than 30 miles (acknowledging that already have been provided as of the time the Company learns of Employee’s breach of this Section 10.
10.1.3 The right and remedy and to require the Employee to account for and pay over to the Company all compensation, profits, monies, accruals, increments or other benefits (collectively "Benefits") derived or received by the Employee as the result of any transactions constituting a breach of any of the provisions of the preceding paragraph, and the Employee hereby agrees to account for and pay over such Benefits requiring frequent travel to the Company. Each ’s principal place of business in the Boston metropolitan area does not constitute “relocation” for purposes of the rights foregoing) (a “Good Reason Termination”) and remedies enumerated above shall be independent (ii) the foregoing does not restrict me from hiring any person who contacts me for that purpose on an unsolicited basis. I agree that with respect to this provision, any conflicting definition of a for cause termination or Good Reason termination in an agreement between the otherCompany or an Affiliate and me, and shall be severally enforceable, and all which is in effect at the time of such rights and remedies termination, shall be in addition to, and not in lieu of, any other rights and remedies available to supersede the Company under law or in equity.
10.2 If any of the covenants definition contained in Section 8, 9 or 10, or any part thereof, is hereafter construed to be invalid or unenforceable, the same shall not affect the remainder of the covenant or covenants, which shall be given full effect without regard to the invalid portionsthis provision.
10.3 If any of the covenants contained in Section 8, 9 or 10, or any part thereof, is held to be unenforceable because of the duration of such provision or the area covered thereby, the parties agree that the court making such determination shall have the power to reduce the duration and/or area of such provision and, in its reduced form, such provision shall then be enforceable.
10.4 The parties hereto intend to and hereby confer jurisdiction to enforce the covenants contained in Sections 8, 9 and 10 upon the courts of any state within the geographical scope of such covenants. In the event that the courts of any one or more of such states shall hold any such covenant wholly unenforceable by reason of the breadth of such scope or otherwise, it is the intention of the parties hereto that such determination not bar or in any way affect the Company's right to the relief provided above in the courts of any other states within the geographical scope of such covenants, as to breaches of such covenants in such other respective jurisdictions, the above covenants as they relate to each state being, for this purpose, severable into diverse and independent covenants.
10.5 The covenants in Sections 8, 9, and 10 are conditions of Employee’s continued employment with the Company, and they are not tied to Employee’s performance of any particular position, role or job; therefore, the covenants in Sections 8, 9, and 10 shall survive any change in Employee’s position, title, compensation, benefits, role, or responsibilities and shall remain in full force and effect following any such change. By continuing in the Company’s employ, Employee continually re-affirms the intention to be bound by these ongoing covenants.
Appears in 1 contract
Sources: Proprietary Information and Inventions Assignment Agreement (Spero Therapeutics, Inc.)
Non-Competition and Non-Solicitation. During the Term Restricted Period, the Executive shall not, and for a period of one year following the date of termination of Employee’s employment with the Company and/or the termination of this Agreement, for any reason and whether voluntary or involuntary: (a) the Employee shall cause its Affiliates not in the United States or in any country in which the Company shall then be doing businessto, directly or indirectlyindirectly through any Person or contractual arrangement:
(i) manage, enter the employ ofoperate, advise or consult for, render any services to, run, control or externally manage any person, firm or corporation engaged Restricted Business in any business that is competitive with the business of the Company or of any of its subsidiaries or affiliates of which the Employee may become an employee or officer during the Term; Employee shall not engage in such business on Employee’s own account; and Employee shall not become interested in any such business, directly or indirectly, as an individual, partner, shareholder, director, officer, principal, agent, employee, trustee, consultant, or any other relationship or capacityRestricted Territory; provided, however, that nothing the restrictions contained in this Section 10 Agreement shall in no way be deemed to prohibit restrict the Employee Executive or his Affiliates from acquiring, solely (i) serving as an investmentemployee, shares officer, director or other service provider of capital stock any GNL Group Company or (ii) owning, directly or indirectly up to 2% of any class of securities of any public corporationentity; (b) neither provided, that the Employee nor any Affiliate of the Employee shall solicit or utilizeExecutive does not personally engage in, or assist provide any person in any way to solicit or utilizeservices for use in, the Restricted Business; provided, further, that in the event that a Person is engaged, among other businesses, in the Restricted Business, the Executive shall not be prohibited for providing services, directly managing, operating, advising, or indirectlyconsulting for such Person so long as the Executive is not doing so for the Restricted Business;
(ii) employ, hire, enter into an agency or consulting relationship with or recruit or solicit for employment any employee of any of a GNL Group Company (“Restricted Service Providers”); provided, that the Company's directors, key advisors, officers or employees (collectively, "Associates of the Company"). This non-solicitation and non-utilization provision foregoing shall not apply to Associates of the (i) Restricted Service Providers who ceased to be employed by a GNL Group Company who have previously terminated their relationship with the Company. The above covenants will apply at least twelve (12) months prior to the Employee, regardless of the circumstances under which the employment ends or this Agreement is terminated.
10.1 If the Employee commits a breach, or threatens to commit a breach, of any of the provisions of this Section 10, the Company shall have the following rights and remedies:
10.1.1 The right and remedy to have the provisions of this Agreement specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to the Company and that money damages shall not provide an adequate remedy to the Company; and
10.1.2 The right and remedy immediately to cease providing the salary continuation payments and other benefits under Sections 6.1 and 6.2 of this Agreement and to require the Employee to repay to the Company any such payments and benefits that already have been provided as of the time the Company learns of Employee’s breach of this Section 10.
10.1.3 The right and remedy and to require the Employee to account for and pay over to the Company all compensation, profits, monies, accruals, increments or other benefits (collectively "Benefits") derived or received by the Employee as the result of any transactions constituting a breach of any of the provisions of the preceding paragraphsolicitation by, and the Employee hereby agrees commencement of any discussions with, the Executive or any of its Affiliates; and (ii) any general solicitations (and resulting hires) not targeted at Restricted Service Providers (including through the use of recruiting firms or advertisements in any newspaper, magazine, trade publication, electronic medium or other media); or
(iii) encourage any customer, Prospective Customer or supplier who is a customer, Prospective Customer or supplier of any GNL Group Company to account for and pay over such Benefits terminate or adversely modify any relationship with a GNL Group Company. Notwithstanding anything in the foregoing to the Company. Each contrary, this Section 8(a) shall not prohibit the Executive from engaging in the practice of the rights and remedies enumerated above shall be independent of the other, law and shall be severally enforceable, and all interpreted so as to comply with the rules of such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available professional conduct governing lawyers to the Company under law or in equityextent the Executive’s activities involve the practice of law.
10.2 If any of the covenants contained in Section 8, 9 or 10, or any part thereof, is hereafter construed to be invalid or unenforceable, the same shall not affect the remainder of the covenant or covenants, which shall be given full effect without regard to the invalid portions.
10.3 If any of the covenants contained in Section 8, 9 or 10, or any part thereof, is held to be unenforceable because of the duration of such provision or the area covered thereby, the parties agree that the court making such determination shall have the power to reduce the duration and/or area of such provision and, in its reduced form, such provision shall then be enforceable.
10.4 The parties hereto intend to and hereby confer jurisdiction to enforce the covenants contained in Sections 8, 9 and 10 upon the courts of any state within the geographical scope of such covenants. In the event that the courts of any one or more of such states shall hold any such covenant wholly unenforceable by reason of the breadth of such scope or otherwise, it is the intention of the parties hereto that such determination not bar or in any way affect the Company's right to the relief provided above in the courts of any other states within the geographical scope of such covenants, as to breaches of such covenants in such other respective jurisdictions, the above covenants as they relate to each state being, for this purpose, severable into diverse and independent covenants.
10.5 The covenants in Sections 8, 9, and 10 are conditions of Employee’s continued employment with the Company, and they are not tied to Employee’s performance of any particular position, role or job; therefore, the covenants in Sections 8, 9, and 10 shall survive any change in Employee’s position, title, compensation, benefits, role, or responsibilities and shall remain in full force and effect following any such change. By continuing in the Company’s employ, Employee continually re-affirms the intention to be bound by these ongoing covenants.
Appears in 1 contract
Non-Competition and Non-Solicitation. During As consideration for and to induce the employment of the Employee by the Company pursuant to this Agreement, the Employee hereby covenants and agrees that he will not:
9.1 Except as provided herein, for the following periods (the "Non-Competition Period"), (i) during the Term and for a period of one year following (1) year after the date Employee is no longer an employee of termination of Employee’s employment with the Company and/or the termination of this Agreement, for any reason and whether voluntary or involuntary: (a) if the Employee shall not is terminated for Cause, the Employee terminates his employment without Good Reason, or the Employee's employment is terminated as a result of his Disability or a Force Majeure Event, or (ii) in the United States case Employee is receiving Severance Benefits for the greater of one (1) year or for as long as any Severance Benefits continue (other than in any country the event of (A) a breach by the Employee of the Severance Conditions in which case the Company Non-Competition Period will continue to apply for the period during which the Employee would have received any Severance Benefits if the breach did not occur or (B) upon the delivery of the Lawsuit Termination Notice, in which case the Severance Benefits shall then be doing businesscontinue but the Non-Competition Period will immediately terminate), Employee will not, directly or indirectly, enter engage or invest in, own, manage, operate, finance, control or participate in the employ ownership, management, operation, financing or control of, be employed by, or render any services or advice to, or guarantee any personobligation of, firm or corporation any Person engaged (other than the Company) in any nutritional supplements, foods and nutritional beverages business (the "Business") worldwide (the "Territory") provided, that, the foregoing shall not prevent Employee from owning shares or other equity representing up to five percent (5%), of the voting power of the total shares of all classes of stock or other equity outstanding of any entity having securities listed on any U.S. national securities exchange or on any U.S. national stock market. Notwithstanding the foregoing, nothing in this Agreement shall prohibit the Employee from fulfilling its obligations (as they exist as of the date of this Agreement) in connection with employment and/or consulting relationships that is competitive with exist as of the business date of this Agreement.
9.2 Except as provided herein, for the Non-Competition Period, Employee agrees not to, directly or indirectly (A) induce or attempt to induce any employee of the Company or of any of its subsidiaries or affiliates of which the Employee may become an employee or officer during the Term; Employee shall not engage in such business on Employee’s own account; and Employee shall not become interested in any such business, directly or indirectly, as an individual, partner, shareholder, director, officer, principal, agent, employee, trustee, consultant, or any other relationship or capacity; provided, however, that nothing contained in this Section 10 shall be deemed to prohibit the Employee from acquiring, solely as an investment, shares of capital stock of any public corporation; (b) neither the Employee nor any Affiliate of the Employee shall solicit Company to leave the employ of the Company or utilize, or assist any person in any way to solicit or utilize, the services, directly or indirectly, of any Affiliate of the Company's directors, key advisors, officers ; (B) intentionally interfere with the relationship between the Company or any Affiliate of the Company and any employees (collectively, "Associates of the Company or any Affiliate of the Company"). This non-solicitation ; (C) employ or otherwise engage as an employee, independent contractor or in any other capacity any employee of the Company or any employee of any Affiliate of the Company holding an officer or manager position with the Company or such Affiliate during such Person's employment or engagement with the Company or any such Affiliate and non-utilization provision for one (1) year following termination of such employment or engagement with the Company; or (D) induce or attempt to induce any customer, supplier, distributor, licensee or other Person to cease doing business with the Company or any Affiliate of the Company or intentionally interfere with the relationship between any such customer, supplier, distributor, licensee or other Person and the Company or any Affiliate of the Company; provided, that, the foregoing shall not apply to Associates of the Company who have previously terminated their relationship with the Company. The above covenants will apply to the Employee, regardless of the circumstances under which the employment ends or this Agreement is terminated.
10.1 If the Employee commits a breach, or threatens to commit a breach, of any of the provisions of this Section 10, the Company shall have the following rights and remedies:
10.1.1 The right and remedy to have the provisions of this Agreement general solicitations for job positions not specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that directed at any such breach or threatened breach shall cause irreparable injury to the Company and that money damages shall not provide an adequate remedy to the Company; and
10.1.2 The right and remedy immediately to cease providing the salary continuation payments and other benefits under Sections 6.1 and 6.2 of this Agreement and to require the Employee to repay to the Company any such payments and benefits that already have been provided as of the time the Company learns of Employee’s breach of this Section 10individual.
10.1.3 The right and remedy and to require the Employee to account for and pay over to the Company all compensation, profits, monies, accruals, increments or other benefits (collectively "Benefits") derived or received by the Employee as the result of any transactions constituting a breach of any of the provisions of the preceding paragraph, and the Employee hereby agrees to account for and pay over such Benefits to the Company. Each of the rights and remedies enumerated above shall be independent of the other, and shall be severally enforceable, and all of such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company under law or in equity.
10.2 If any of the covenants contained in Section 8, 9 or 10, or any part thereof, is hereafter construed to be invalid or unenforceable, the same shall not affect the remainder of the covenant or covenants, which shall be given full effect without regard to the invalid portions.
10.3 If any of the covenants contained in Section 8, 9 or 10, or any part thereof, is held to be unenforceable because of the duration of such provision or the area covered thereby, the parties agree that the court making such determination shall have the power to reduce the duration and/or area of such provision and, in its reduced form, such provision shall then be enforceable.
10.4 The parties hereto intend to and hereby confer jurisdiction to enforce the covenants contained in Sections 8, 9 and 10 upon the courts of any state within the geographical scope of such covenants. In the event that the courts of any one or more of such states shall hold any such covenant wholly unenforceable by reason of the breadth of such scope or otherwise, it is the intention of the parties hereto that such determination not bar or in any way affect the Company's right to the relief provided above in the courts of any other states within the geographical scope of such covenants, as to breaches of such covenants in such other respective jurisdictions, the above covenants as they relate to each state being, for this purpose, severable into diverse and independent covenants.
10.5 The covenants in Sections 8, 9, and 10 are conditions of Employee’s continued employment with the Company, and they are not tied to Employee’s performance of any particular position, role or job; therefore, the covenants in Sections 8, 9, and 10 shall survive any change in Employee’s position, title, compensation, benefits, role, or responsibilities and shall remain in full force and effect following any such change. By continuing in the Company’s employ, Employee continually re-affirms the intention to be bound by these ongoing covenants.
Appears in 1 contract
Sources: Employment Agreement (Elite Performance Holding Corp)
Non-Competition and Non-Solicitation. 3.1. During the Term Participant’s Service and for a during the twenty-four (24)-month period of one year immediately following the date of termination of Employee’s employment with the Company and/or the termination of this Agreement, for any reason and whether voluntary or involuntary: the Participant’s Service (a) the Employee shall not in the United States or in any country in which aggregate, the Company “Restricted Period”), the Participant shall then be doing businessnot, directly or indirectly, enter the employ of, or render any services to, any person, firm or corporation engaged in any business that is competitive with the business of the Company or of any of its subsidiaries or affiliates of which the Employee may become an employee or officer during the Term; Employee shall not engage in such business on Employee’s own account; and Employee shall not become interested in any such business, directly or indirectly, whether as an individualowner, partner, shareholderinvestor, director, officer, principalconsultant, agent, employee, trusteeco-venturer or otherwise, consultantcompete with the Company or any of its Affiliates in any geographic area in which the Company or any of its Affiliates does business or is actively planning to do business during the Participant’s Service or, with respect to the portion of the Restricted Period that follows the termination of the Participant’s Service, at the time the Participant’s Service terminates (the “Restricted Area”), or undertake any planning for any business competitive with the Company or any of its Affiliates in the Restricted Area.
3.2. During the Restricted Period, the Participant will not directly or indirectly (i) solicit or encourage any customer (other than a retail consumer who is a natural person), vendor, supplier, manufacturer or other business partner (collectively “Business Partners” and each, a “Business Partner”) of the Company or any of its Affiliates to terminate or diminish its relationship with them; or (ii) seek to persuade any such Business Partner, or any other relationship prospective Business Partner of the Company or capacityany of its Affiliates, to conduct with anyone else any business or activity which such Business Partner or such prospective Business Partner conducts or could conduct with the Company or any of its Affiliates; provided, however, that nothing contained in these restrictions shall apply (y) only with respect to those Persons who are or have been a Business Partner of the Company or any of its Affiliates at any time within the two (2)-year period immediately preceding the activity restricted by this Section 10 shall be deemed to prohibit the Employee from acquiring, solely as an investment, shares of capital stock of any public corporation; (b) neither the Employee nor any Affiliate 3.2 or whose business has been solicited on behalf of the Employee shall solicit Company or utilizeany of the Affiliates by any of their officers, employees or agents within such two (2)-year period, other than by form letter, blanket mailing or published advertisement, and (z) only if the Participant has performed work for such Person during the Participant’s Service with the Company or any of its Affiliates or been introduced to, or otherwise had contact with, such Person as a result of the Participant’s Service or other associations with the Company or any of its Affiliates or has had access to Confidential Information which would assist any person in any way to solicit or utilizethe Participant’s solicitation of such Person.
3.3. During the Restricted Period, the servicesParticipant will not, directly or indirectly, of (i) employ or engage, or solicit for employment or engagement, any Person who was employed by the Company or any of its Affiliates at any time during the Company's directorsParticipant’s Service or, key advisors, officers or employees (collectively, "Associates with respect to the portion of the Company"). This non-solicitation and non-utilization provision Restricted Period that follows termination of the Participant’s Service, within the twelve (12)-month period immediately preceding the date of termination, or (ii) solicit or encourage any independent contractor providing services to the Company or any of its Affiliates to terminate or diminish its relationship with them; provided, however, that the foregoing shall not apply with respect to Associates of the Participant (a) soliciting any such Person who has not been employed or engaged by the Company who have previously terminated their relationship with the Company. The above covenants will apply to the Employee, regardless of the circumstances under which the employment ends or this Agreement is terminated.
10.1 If the Employee commits a breach, or threatens to commit a breach, of any of its Affiliates for at least twelve (12) months or (b) causing to be placed any general advertisements in newspapers and/or other media of general circulation (including advertisements posted on the provisions of this Section 10, the Company shall have the following rights and remedies:
10.1.1 The right and remedy to have the provisions of this Agreement Internet or social media) that are not targeted specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that at any such breach or threatened breach shall cause irreparable injury to the Company and that money damages shall not provide an adequate remedy to the Company; and
10.1.2 The right and remedy immediately to cease providing the salary continuation payments and other benefits under Sections 6.1 and 6.2 of this Agreement and to require the Employee to repay to the Company any such payments and benefits that already have been provided as of the time the Company learns of Employee’s breach of this Section 10Persons.
10.1.3 The right and remedy and to require the Employee to account for and pay over to the Company all compensation, profits, monies, accruals, increments or other benefits (collectively "Benefits") derived or received by the Employee as the result of any transactions constituting a breach of any of the provisions of the preceding paragraph, and the Employee hereby agrees to account for and pay over such Benefits to the Company. Each of the rights and remedies enumerated above shall be independent of the other, and shall be severally enforceable, and all of such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company under law or in equity.
10.2 If any of the covenants contained in Section 8, 9 or 10, or any part thereof, is hereafter construed to be invalid or unenforceable, the same shall not affect the remainder of the covenant or covenants, which shall be given full effect without regard to the invalid portions.
10.3 If any of the covenants contained in Section 8, 9 or 10, or any part thereof, is held to be unenforceable because of the duration of such provision or the area covered thereby, the parties agree that the court making such determination shall have the power to reduce the duration and/or area of such provision and, in its reduced form, such provision shall then be enforceable.
10.4 The parties hereto intend to and hereby confer jurisdiction to enforce the covenants contained in Sections 8, 9 and 10 upon the courts of any state within the geographical scope of such covenants. In the event that the courts of any one or more of such states shall hold any such covenant wholly unenforceable by reason of the breadth of such scope or otherwise, it is the intention of the parties hereto that such determination not bar or in any way affect the Company's right to the relief provided above in the courts of any other states within the geographical scope of such covenants, as to breaches of such covenants in such other respective jurisdictions, the above covenants as they relate to each state being, for this purpose, severable into diverse and independent covenants.
10.5 The covenants in Sections 8, 9, and 10 are conditions of Employee’s continued employment with the Company, and they are not tied to Employee’s performance of any particular position, role or job; therefore, the covenants in Sections 8, 9, and 10 shall survive any change in Employee’s position, title, compensation, benefits, role, or responsibilities and shall remain in full force and effect following any such change. By continuing in the Company’s employ, Employee continually re-affirms the intention to be bound by these ongoing covenants.
Appears in 1 contract
Sources: Nonqualified Stock Option Award Agreement (Olaplex Holdings, Inc.)
Non-Competition and Non-Solicitation. During You further agree that during your employment with Edison and for one year after the Term and termination of such employment for any reason, you will not at any time engage in or participate as an executive officer, employee, director, agent, consultant, representative, stockholder, or partner, or have any financial interest, in any business which "competes" with Edison or any subsidiary of Edison. For the purposes hereof, a "competing" business shall mean any business which directly competes with any of the businesses of Edison as such shall exist during your employment with Edison (for example, the business of managing public and/or private schools for profit or the sale of school management or student assessment systems such as "The Edison Common"), but a "competing" business shall not include the business of developing for or marketing to or implementing in schools electronic curriculum services or technology delivery systems for such services. Ownership by you of publicly traded stock of any corporation conducting any such business shall not be deemed a violation of the preceding two sentences provided you do not own more than three percent (3%) of the stock of any such corporation. You further agree that for a period of one year following the date of after termination of Employee’s your employment with the Company and/or the termination of this Agreement, Edison for any reason and whether voluntary or involuntary: (a) the Employee shall not in the United States or in any country in which the Company shall then be doing businessreason, you will not, directly or indirectly, enter solicit the employ of, employment or render other services of any services toexecutive employee Edison. For the purposes of the foregoing, any person, firm executive employee who within twelve (12) months of terminating his employment with Edison becomes employed by any entity of which you are an officer or corporation engaged in any business that is competitive with the business director or owner of more than an aggregate of 3% of the Company outstanding stock or of any of its subsidiaries or affiliates of which the Employee may become an employee or officer during the Term; Employee shall not engage in such business on Employee’s own account; and Employee shall not become interested in any such business, directly or indirectly, as an individual, partner, shareholder, director, officer, principal, agent, employee, trustee, consultant, or any other relationship or capacity; provided, however, that nothing contained in this Section 10 equity interest therein shall be deemed to prohibit the Employee from acquiringdeemed, solely as an investmentprima facie, shares of capital stock of any public corporation; (b) neither the Employee nor any Affiliate of the Employee shall solicit or utilize, or assist any person in any way to solicit or utilize, the services, directly or indirectly, of any of the Company's directors, key advisors, officers or employees (collectively, "Associates of the Company"). This non-solicitation and non-utilization provision shall not apply to Associates of the Company who have previously terminated their relationship with the Company. The above covenants will apply to the Employee, regardless of the circumstances under which the employment ends or this Agreement is terminated.
10.1 If the Employee commits a breach, or threatens to commit a breach, of any of the provisions of this Section 10, the Company shall have the following rights and remedies:
10.1.1 The right and remedy to have the provisions of this Agreement specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to the Company and that money damages shall not provide an adequate remedy to the Company; and
10.1.2 The right and remedy immediately to cease providing the salary continuation payments and other benefits under Sections 6.1 and 6.2 of this Agreement and to require the Employee to repay to the Company any such payments and benefits that already have been provided as of the time the Company learns of Employee’s breach of this Section 10so solicited.
10.1.3 The right and remedy and to require the Employee to account for and pay over to the Company all compensation, profits, monies, accruals, increments or other benefits (collectively "Benefits") derived or received by the Employee as the result of any transactions constituting a breach of any of the provisions of the preceding paragraph, and the Employee hereby agrees to account for and pay over such Benefits to the Company. Each of the rights and remedies enumerated above shall be independent of the other, and shall be severally enforceable, and all of such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company under law or in equity.
10.2 If any of the covenants contained in Section 8, 9 or 10, or any part thereof, is hereafter construed to be invalid or unenforceable, the same shall not affect the remainder of the covenant or covenants, which shall be given full effect without regard to the invalid portions.
10.3 If any of the covenants contained in Section 8, 9 or 10, or any part thereof, is held to be unenforceable because of the duration of such provision or the area covered thereby, the parties agree that the court making such determination shall have the power to reduce the duration and/or area of such provision and, in its reduced form, such provision shall then be enforceable.
10.4 The parties hereto intend to and hereby confer jurisdiction to enforce the covenants contained in Sections 8, 9 and 10 upon the courts of any state within the geographical scope of such covenants. In the event that the courts of any one or more of such states shall hold any such covenant wholly unenforceable by reason of the breadth of such scope or otherwise, it is the intention of the parties hereto that such determination not bar or in any way affect the Company's right to the relief provided above in the courts of any other states within the geographical scope of such covenants, as to breaches of such covenants in such other respective jurisdictions, the above covenants as they relate to each state being, for this purpose, severable into diverse and independent covenants.
10.5 The covenants in Sections 8, 9, and 10 are conditions of Employee’s continued employment with the Company, and they are not tied to Employee’s performance of any particular position, role or job; therefore, the covenants in Sections 8, 9, and 10 shall survive any change in Employee’s position, title, compensation, benefits, role, or responsibilities and shall remain in full force and effect following any such change. By continuing in the Company’s employ, Employee continually re-affirms the intention to be bound by these ongoing covenants.
Appears in 1 contract
Non-Competition and Non-Solicitation. During the Term period commencing upon the Restatement Effective Date and for a period ending on the one-year anniversary of one year following the date of termination of Employeethe Executive’s employment with the Company and/or Company, the termination of this AgreementExecutive shall not, for any reason and whether voluntary as an employee, employer, stockholder, officer, director, partner, colleague, consultant or involuntary: (a) the Employee shall not in the United States other independent contractor, advisor, proprietor, lender, or in any country in which other manner or capacity (other than with respect to the Executive’s services to the Company shall then be doing businessAffiliated Group), directly or indirectly, enter the employ of:
(i) perform services for, or render otherwise have any services toinvolvement with, any a business unit of a person, firm where such business unit competes directly or corporation engaged in indirectly with any business that is competitive with the business member of the Company Affiliated Group by (x) owning or of operating broadband or mobile communications networks for telephone, mobile telephone, cable television or internet services, (y) providing mobile telephone, fixed line telephone, television or internet services or (z) owning, operating or providing any of its subsidiaries content-generation services or affiliates of which television channels, in each case principally in the Employee may become an employee or officer during United Kingdom (the Term; Employee shall not engage in such business on Employee’s own account; and Employee shall not become interested in any such business, directly or indirectly, as an individual, partner, shareholder, director, officer, principal, agent, employee, trustee, consultant, or any other relationship or capacity“Core Businesses”); provided, however, that nothing contained this Agreement shall not prohibit the Executive from owning up to 1% of any class of equity securities of one or more publicly traded companies;
(ii) hire any individual who is, or within the six months prior to the Executive’s termination was, an employee of any member of the Company Affiliated Group whose base salary at the time of hire exceeded £65,000 per year; or
(iii) solicit, in this Section 10 competition with any member of the Company Affiliated Group in the Core Businesses, any business, or order of business from any person that the Executive knows was a current or prospective customer of any member of the Company Affiliated Group during the Executive’s employment; provided, that, notwithstanding the foregoing, the Executive shall not be deemed to prohibit be in violation of clause (i) or (iii) of the Employee from acquiring, solely foregoing by virtue of acting as an investmentattorney (as partner, shares of capital stock associate, shareholder, member or employee) or as vice president, director or managing director or similar position at any accounting firm, law firm, investment banking firm or consulting firm, institutional investor or similar entity, in each case so long as the Executive takes reasonable steps to insulate himself from the businesses and activities of any public corporation; (b) neither the Employee nor any Affiliate of the Employee shall solicit or utilize, or assist any person in any way to solicit or utilize, the services, directly or indirectly, of any of the Company's directors, key advisors, officers or employees (collectively, "Associates of the Company"). This non-solicitation and non-utilization provision shall not apply to Associates of the Company who have previously terminated their relationship with the Company. The above covenants will apply such entity that relate to the Employee, regardless of the circumstances under which the employment ends or this Agreement is terminated.
10.1 If the Employee commits a breach, or threatens to commit a breach, of Core Businesses during any of the provisions of period that this Section 10, the Company shall have the following rights and remedies:
10.1.1 The right and remedy to have the provisions of this Agreement specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to the Company and that money damages shall not provide an adequate remedy to the Company; and
10.1.2 The right and remedy immediately to cease providing the salary continuation payments and other benefits under Sections 6.1 and 6.2 of this Agreement and to require the Employee to repay to the Company any such payments and benefits that already have been provided as of the time the Company learns of Employee’s breach of this Section 109(b) is in effect.
10.1.3 The right and remedy and to require the Employee to account for and pay over to the Company all compensation, profits, monies, accruals, increments or other benefits (collectively "Benefits") derived or received by the Employee as the result of any transactions constituting a breach of any of the provisions of the preceding paragraph, and the Employee hereby agrees to account for and pay over such Benefits to the Company. Each of the rights and remedies enumerated above shall be independent of the other, and shall be severally enforceable, and all of such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company under law or in equity.
10.2 If any of the covenants contained in Section 8, 9 or 10, or any part thereof, is hereafter construed to be invalid or unenforceable, the same shall not affect the remainder of the covenant or covenants, which shall be given full effect without regard to the invalid portions.
10.3 If any of the covenants contained in Section 8, 9 or 10, or any part thereof, is held to be unenforceable because of the duration of such provision or the area covered thereby, the parties agree that the court making such determination shall have the power to reduce the duration and/or area of such provision and, in its reduced form, such provision shall then be enforceable.
10.4 The parties hereto intend to and hereby confer jurisdiction to enforce the covenants contained in Sections 8, 9 and 10 upon the courts of any state within the geographical scope of such covenants. In the event that the courts of any one or more of such states shall hold any such covenant wholly unenforceable by reason of the breadth of such scope or otherwise, it is the intention of the parties hereto that such determination not bar or in any way affect the Company's right to the relief provided above in the courts of any other states within the geographical scope of such covenants, as to breaches of such covenants in such other respective jurisdictions, the above covenants as they relate to each state being, for this purpose, severable into diverse and independent covenants.
10.5 The covenants in Sections 8, 9, and 10 are conditions of Employee’s continued employment with the Company, and they are not tied to Employee’s performance of any particular position, role or job; therefore, the covenants in Sections 8, 9, and 10 shall survive any change in Employee’s position, title, compensation, benefits, role, or responsibilities and shall remain in full force and effect following any such change. By continuing in the Company’s employ, Employee continually re-affirms the intention to be bound by these ongoing covenants.
Appears in 1 contract
Non-Competition and Non-Solicitation. During the Term and for a period of one year following the date of termination of Employee’s employment with the Company and/or the termination of this Agreement, or nonrenewal for any reason and whether voluntary or involuntary: (other than for termination pursuant to Section 5.1(a): (a) the Employee shall not in the United States or in any country in which the Company shall then be doing business, directly or indirectly, enter the employ of, or render any services to, any person, firm or corporation engaged in any business that is competitive with the business of the Company or of any of its subsidiaries or affiliates of which the Employee may become an employee or officer during the Term; Employee he shall not engage in such business on Employee’s his own account; and Employee he shall not become interested in any such business, directly or indirectly, as an individual, partner, shareholder, director, officer, principal, agent, employee, trustee, consultant, or any other relationship or capacity; provided, however, that nothing contained in this Section 10 shall be deemed to prohibit the Employee from acquiring, solely as an investment, shares of capital stock of any public corporation; (b) neither the Employee nor any Affiliate of the Employee shall solicit or utilize, or assist any person in any way to solicit or utilize, the services, directly or indirectly, of any of the Company's directors, key advisorsconsultants, members of the Board of Scientific and Medical Advisors, officers or employees (collectively, "Associates of the Company"). This non-solicitation nonsolicitation and non-utilization nonutilization provision shall not apply to Associates of the Company who have previously terminated their relationship with the Company. The above covenants will apply to the Employee, regardless of the circumstances under which the employment ends or this Agreement is terminated.
10.1 If the Employee commits a breach, or threatens to commit a breach, of any of the provisions of this Section 10, the Company shall have the following rights and remedies:
10.1.1 The right and remedy to have the provisions of this Agreement specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to the Company and that money damages shall not provide an adequate remedy to the Company; and
10.1.2 The right and remedy immediately to cease providing the salary continuation payments and other benefits under Sections 6.1 and 6.2 of this Agreement and to require the Employee to repay to the Company any such payments and benefits that already have been provided as of the time the Company learns of Employee’s breach of this Section 10.
10.1.3 The right and remedy and to require the Employee to account for and pay over to the Company all compensation, profits, monies, accruals, increments or other benefits (collectively "Benefits") derived or received by the Employee as the result of any transactions 6 constituting a breach of any of the provisions of the preceding paragraph, and the Employee hereby agrees to account for and pay over such Benefits to the Company. Each of the rights and remedies enumerated above shall be independent of the other, and shall be severally enforceable, and all of such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company under law or in equity.
10.2 If any of the covenants contained in Section 8, 9 or 10, or any part thereof, is hereafter construed to be invalid or unenforceable, the same shall not affect the remainder of the covenant or covenants, which shall be given full effect without regard to the invalid portions.
10.3 If any of the covenants contained in Section 8, 9 or 10, or any part thereof, is held to be unenforceable because of the duration of such provision or the area covered thereby, the parties agree that the court making such determination shall have the power to reduce the duration and/or area of such provision and, in its reduced form, such provision shall then be enforceable.
10.4 The parties hereto intend to and hereby confer jurisdiction to enforce the covenants contained in Sections 8, 9 and 10 upon the courts of any state within the geographical scope of such covenants. In the event that the courts of any one or more of such states shall hold any such covenant wholly unenforceable by reason of the breadth of such scope or otherwise, it is the intention of the parties hereto that such determination not bar or in any way affect the Company's right to the relief provided above in the courts of any other states within the geographical scope of such covenants, as to breaches of such covenants in such other respective jurisdictions, the above covenants as they relate to each state being, for this purpose, severable into diverse and independent covenants.
10.5 The covenants in Sections 8, 9, and 10 are conditions of Employee’s continued employment with the Company, and they are not tied to Employee’s performance of any particular position, role or job; therefore, the covenants in Sections 8, 9, and 10 shall survive any change in Employee’s position, title, compensation, benefits, role, or responsibilities and shall remain in full force and effect following any such change. By continuing in the Company’s employ, Employee continually re-affirms the intention to be bound by these ongoing covenants.
Appears in 1 contract
Sources: Executive Employment Agreement (Ariad Pharmaceuticals Inc)
Non-Competition and Non-Solicitation. During the Term and for a period of one year following the date of termination of Employee’s employment with the Company and/or the termination of this Agreement, or nonrenewal for any reason and whether voluntary or involuntary: (other than termination pursuant to Section 5.1(a): (a) the Employee shall not in the United States or in any country in which the Company shall then be doing business, directly or indirectly, enter the employ of, or render any services to, any person, firm or corporation engaged in any business that is competitive with the business of the Company or of any of its subsidiaries or affiliates of which the Employee may become an employee or officer during the Term; Employee she shall not engage in such business on Employee’s her own account; and Employee she shall not become interested in any such business, directly or indirectly, as an individual, partner, shareholder, director, officer, principal, agent, employee, trustee, consultant, or any other relationship or capacity; provided, however, that nothing contained in this Section 10 shall be deemed to prohibit the Employee from acquiring, solely as an investment, shares of capital stock of any public corporation; (b) neither the Employee nor any Affiliate of the Employee shall solicit or utilize, or assist any person in any way to solicit or utilize, the services, directly or indirectly, of any of the Company's directors, key advisors, officers or employees (collectively, "Associates of the Company"). This non-solicitation and non-utilization provision shall not apply to Associates of the Company who have previously terminated their relationship with the Company. The above covenants will apply to the Employee, regardless of the circumstances under which the employment ends or this Agreement is terminated.20
10.1 If the Employee commits a breach, or threatens to commit a breach, of any of the provisions of this Section 10, the Company shall have the following rights and remedies:: 10.
10.1.1 1.1 The right and remedy to have the provisions of this Agreement specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to the Company and that money damages shall not provide an adequate remedy to the Company; andand 10.
10.1.2 1.2 The right and remedy immediately to cease providing the salary continuation payments and other benefits under Sections 6.1 and 6.2 of this Agreement and to require the Employee to repay to the Company any such payments and benefits that already have been provided as of the time the Company learns of Employee’s breach of this Section 10.
10.1.3 The right and remedy and to require the Employee to account for and pay over to the Company all compensation, profits, monies, accruals, increments or other benefits (collectively "“Benefits"”) derived or received by the Employee as the result of any transactions constituting a breach of any of the provisions of the preceding paragraph, and the Employee hereby agrees to account for and pay over such Benefits to the Company. Each of the rights and remedies enumerated above shall be independent of the other, and shall be severally enforceable, and all of such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company under law or in equity.
. 10.2 If any of the covenants contained in Section 8, 9 or 10, or any part thereof, is hereafter construed to be invalid or unenforceable, the same shall not affect the remainder of the covenant or covenants, which shall be given full effect without regard to the invalid portions.
10.3 If any of the covenants contained in Section 8, 9 or 10, or any part thereof, is held to be unenforceable because of the duration of such provision or the area covered thereby, the parties agree that the court making such determination shall have the power to reduce the duration and/or area of such provision and, in its reduced form, such provision shall then be enforceable.. 21
10.4 The parties hereto intend to and hereby confer jurisdiction to enforce the covenants contained in Sections 8, 9 and 10 upon the courts of any state within the geographical scope of such covenants. In the event that the courts of any one or more of such states shall hold any such covenant wholly unenforceable by reason of the breadth of such scope or otherwise, it is the intention of the parties hereto that such determination not bar or in any way affect the Company's ’s right to the relief provided above in the courts of any other states within the geographical scope of such covenants, as to breaches of such covenants in such other respective jurisdictions, the above covenants as they relate to each state being, for this purpose, severable into diverse and independent covenants.
10.5 The covenants in Sections 8, 9, and 10 are conditions of Employee’s continued employment with the Company, and they are not tied to Employee’s performance of any particular position, role or job; therefore, the covenants in Sections 8, 9, and 10 shall survive any change in Employee’s position, title, compensation, benefits, role, or responsibilities and shall remain in full force and effect following any such change. By continuing in the Company’s employ, Employee continually re-affirms the intention to be bound by these ongoing covenants.
Appears in 1 contract
Sources: Executive Employment Agreement (Ariad Pharmaceuticals Inc)
Non-Competition and Non-Solicitation. During (a) Because of the Term Company’s legitimate business interests and for a period in consideration of one year following the date good and valuable consideration offered in granting the PSUs to Grantee, during the term of termination of EmployeeGrantee’s employment with the Company and/or and for the termination of this AgreementRestricted Period (defined below), for any reason the Grantee agrees and whether voluntary or involuntary: covenants not to:
(ai) the Employee shall not in the United States or in any country in which the Company shall then be doing business, directly or indirectly, enter the employ ofin whole or in part, or render any engage in, provide services to, or otherwise participate in, whether as an employee, employer, owner, operator, manager, advisor, consultant, agent, officer, partner, director, shareholder, volunteer, intern or in any person, firm or corporation other similar capacity to an entity engaged in any business that is competitive with the business of the Company or of any of its subsidiaries or affiliates of which the Employee may become an employee or officer during the Term; Employee shall not engage in such business on Employee’s own account; and Employee shall not become interested in any such business, a Competitive Business (as defined below);
(ii) directly or indirectly, (A) solicit, hire, attempt to hire, engage, contract with or recruit any Company Employee (as an individual, partner, shareholder, director, officer, principal, agent, employee, trustee, consultantdefined below), or (B) induce or otherwise advise or encourage any other relationship Company Employee to terminate or capacityalter his or her employment with the Company; provided, however, that nothing contained in this Section 10 shall be deemed to prohibit the Employee from acquiring, solely as an investment, shares of capital stock of any public corporation; or
(biii) neither the Employee nor any Affiliate of the Employee shall solicit or utilize, or assist any person in any way to solicit or utilize, the services, directly or indirectly, solicit, contact (including but not limited to, verbal, email, regular mail, express mail, telephone, fax, and instant message), attempt to contact or meet with the current or prospective business partners or counterparties (or business partners or counterparties that have engaged in business or financial transactions with the Company and its subsidiaries within the twelve (12) month period preceding the Grantee’s Termination of Service).
(b) If the Grantee breaches any of the Company's directors, key advisors, officers or employees restrictive covenants set forth in Section 7(a):
(collectively, "Associates of i) all unvested Equity Awards (as defined below) made to Grantee pursuant to the Company"). This non-solicitation and non-utilization provision Plan shall not apply be immediately forfeited;
(ii) the Grantee shall be required to Associates of disgorge to the Company who have previously terminated their relationship with any shares of Common Stock issued to Grantee upon the Company. The above covenants will apply to the Employee, regardless vesting and settlement of the circumstances under which the employment ends or this Agreement is terminated.
10.1 If the Employee commits a breachany Equity Awards, or threatens to commit a breach, the proceeds of any sales of such shares of Common Stock issued to Grantee upon the provisions vesting and settlement of this Section 10such Equity Awards, which occurred during the Restricted Period; and
(iii) the Grantee hereby consents and agrees that the Company shall have the following rights and be entitled to seek, in addition to other available remedies:
10.1.1 The right and remedy to have the provisions of this Agreement specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any a temporary or permanent injunction or other equitable relief against such breach or threatened breach shall cause irreparable injury to from any court of competent jurisdiction, without the Company and necessity of showing any actual damages or that money damages shall would not provide afford an adequate remedy to remedy, and without the Company; and
10.1.2 The right and remedy immediately to cease providing the salary continuation payments and other benefits under Sections 6.1 and 6.2 necessity of this Agreement and to require the Employee to repay to the Company posting any such payments and benefits that already have been provided as of the time the Company learns of Employee’s breach of this Section 10.
10.1.3 The right and remedy and to require the Employee to account for and pay over to the Company all compensation, profits, monies, accruals, increments bond or other benefits (collectively "Benefits") derived or received by the Employee as the result of any transactions constituting a breach of any of the provisions of the preceding paragraph, and the Employee hereby agrees to account for and pay over such Benefits to the Companysecurity. Each of the rights and remedies enumerated above shall be independent of the other, and shall be severally enforceable, and all of such rights and remedies The aforementioned equitable relief shall be in addition to, and not in lieu of, legal remedies, money damages or other available forms of relief.
(c) The prohibitions in Section 7(a) do not, in any other way, restrict or impede the Grantee from:
(i) Purchasing or owning less than five percent (5%) of the publicly traded securities of any corporation (even if such corporation is engaged in a Competitive Business), provided that such ownership represents a passive investment and that the Grantee is not a controlling person or, or a member of a group that controls, such corporation; or
(ii) Exercising protected rights and remedies available to the Company under extent that such rights cannot be waived by this Agreement or from complying with any applicable law or in equity.
10.2 If any regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the covenants contained in Section 8law, 9 regulation or 10, or any part thereof, is hereafter construed to be invalid or unenforceable, the same shall not affect the remainder of the covenant or covenants, which shall be given full effect without regard to the invalid portions.
10.3 If any of the covenants contained in Section 8, 9 or 10, or any part thereof, is held to be unenforceable because of the duration of such provision or the area covered thereby, the parties agree that the court making such determination shall have the power to reduce the duration and/or area of such provision order (and, in its reduced formsuch event, such provision Grantee shall then be enforceable.
10.4 The parties hereto intend to and hereby confer jurisdiction to enforce the covenants contained in Sections 8, 9 and 10 upon the courts promptly provide written notice of any state within the geographical scope of such covenants. In the event that the courts of any one or more of such states shall hold any such covenant wholly unenforceable by reason of the breadth of such scope or otherwise, it is the intention of the parties hereto that such determination not bar or in any way affect the Company's right order to the relief provided above in the courts of any other states within the geographical scope of such covenants, as to breaches of such covenants in such other respective jurisdictions, the above covenants as they relate to each state being, for this purpose, severable into diverse and independent covenants.
10.5 The covenants in Sections 8, 9, and 10 are conditions of Employee’s continued employment with the Company, and they are not tied to Employee’s performance of any particular position, role or job; therefore, the covenants in Sections 8, 9, and 10 shall survive any change in Employee’s position, title, compensation, benefits, role, or responsibilities and shall remain in full force and effect following any such change. By continuing in the Company’s employGeneral Counsel).
(d) For the purposes of Section 7, Employee continually re-affirms the intention following terms have the meanings ascribed to be bound by these ongoing covenants.them below:
Appears in 1 contract
Sources: Performance Share Unit Agreement (Two Harbors Investment Corp.)
Non-Competition and Non-Solicitation. During In consideration of the Company’s entering into this Agreement, Executive agrees that during the Employment Term and for a period of one year following the date of termination of Employee’s employment with the Company and/or twelve (12) months after the termination of this Agreementthe Employment Term, without regard to its termination for any reason and whether voluntary which does not constitute a breach of this Agreement by the Company or involuntary: a resignation for Good Reason by Executive, Executive shall not, unless acting pursuant hereto or with the prior written consent of the Board:
(a) the Employee shall not in the United States or in any country in which the Company shall then be doing business, directly or indirectly, enter own, manage, operate, finance, join, control or participate in the employ ownership, management, operation, financing or control of, or render any services to, any person, firm or corporation engaged in any business that is competitive with the business of the Company or of any of its subsidiaries or affiliates of which the Employee may become an employee or officer during the Term; Employee shall not engage in such business on Employee’s own account; and Employee shall not become interested in any such business, directly or indirectly, be connected as an individual, partner, shareholderofficer, director, officeremployee, partner, principal, agent, employeerepresentative, trustee, consultantconsultant or otherwise with, or use or permit Executive’s name to be used in connection with any other relationship Competing Business (defined below) within any state in which the Company, and/or its affiliates, currently engage in any Substantial Business Activity (defined below) or capacityany state in which the Company, and/or its affiliates, engaged in any Substantial Business Activity during the thirty-six month period preceding the date Executive’s employment terminates; provided, however, that nothing contained in notwithstanding the foregoing, this Section 10 provision shall not be deemed construed to prohibit the Employee from acquiring, solely as an investment, shares passive ownership by Executive of not more than five percent (5%) of the capital stock of any public corporationcorporation which is engaged in any Competing Business having a class of securities registered pursuant to the Exchange Act; provided, further, that notwithstanding the foregoing, the Company recognizes that Executive currently has an ownership position in two multifamily rental properties; provided, further, that Executive may invest in additional commercial real estate properties but only after giving the Company the right to make the investment on the same terms and conditions as Executive; or
(b) neither the Employee nor solicit or divert to any Affiliate Competing Business any individual or entity which is an active or prospective customer of the Employee shall Company, and/or its affiliates, or was such an active or prospective customer at any time during the preceding twelve (12) months; or
(c) employ, attempt to employ, solicit or utilize, or assist any person Competing Business in employing any way to solicit or utilize, the services, directly or indirectly, of any employee of the Company's directors, key advisorsand/or its affiliates, officers whether as an employee or employees (collectively, "Associates of the Company"). This non-solicitation and non-utilization provision shall not apply to Associates of the Company who have previously terminated their relationship with the Company. The above covenants will apply to the Employee, regardless of the circumstances under which the employment ends or this Agreement is terminatedconsultant.
10.1 If the Employee commits a breach, or threatens to commit a breach, of any of the provisions of this Section 10, the Company shall have the following rights and remedies:
10.1.1 The right and remedy to have the provisions of this Agreement specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to the Company and that money damages shall not provide an adequate remedy to the Company; and
10.1.2 The right and remedy immediately to cease providing the salary continuation payments and other benefits under Sections 6.1 and 6.2 of this Agreement and to require the Employee to repay to the Company any such payments and benefits that already have been provided as of the time the Company learns of Employee’s breach of this Section 10.
10.1.3 The right and remedy and to require the Employee to account for and pay over to the Company all compensation, profits, monies, accruals, increments or other benefits (collectively "Benefits") derived or received by the Employee as the result of any transactions constituting a breach of any of the provisions of the preceding paragraph, and the Employee hereby agrees to account for and pay over such Benefits to the Company. Each of the rights and remedies enumerated above shall be independent of the other, and shall be severally enforceable, and all of such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company under law or in equity.
10.2 If any of the covenants contained in Section 8, 9 or 10, or any part thereof, is hereafter construed to be invalid or unenforceable, the same shall not affect the remainder of the covenant or covenants, which shall be given full effect without regard to the invalid portions.
10.3 If any of the covenants contained in Section 8, 9 or 10, or any part thereof, is held to be unenforceable because of the duration of such provision or the area covered thereby, the parties agree that the court making such determination shall have the power to reduce the duration and/or area of such provision and, in its reduced form, such provision shall then be enforceable.
10.4 The parties hereto intend to and hereby confer jurisdiction to enforce the covenants contained in Sections 8, 9 and 10 upon the courts of any state within the geographical scope of such covenants. In the event that the courts of any one or more of such states shall hold any such covenant wholly unenforceable by reason of the breadth of such scope or otherwise, it is the intention of the parties hereto that such determination not bar or in any way affect the Company's right to the relief provided above in the courts of any other states within the geographical scope of such covenants, as to breaches of such covenants in such other respective jurisdictions, the above covenants as they relate to each state being, for this purpose, severable into diverse and independent covenants.
10.5 The covenants in Sections 8, 9, and 10 are conditions of Employee’s continued employment with the Company, and they are not tied to Employee’s performance of any particular position, role or job; therefore, the covenants in Sections 8, 9, and 10 shall survive any change in Employee’s position, title, compensation, benefits, role, or responsibilities and shall remain in full force and effect following any such change. By continuing in the Company’s employ, Employee continually re-affirms the intention to be bound by these ongoing covenants.
Appears in 1 contract
Sources: Employment Agreement (Independence Realty Trust, Inc)
Non-Competition and Non-Solicitation. During (a) Throughout the Term and for a period from the Grant Date to the Vesting Date or, if earlier, to the first anniversary of one year following the date of Participant’s termination of Employee’s employment with the Company and/or the termination of this Agreement, for any reason and whether voluntary (the “Non- Compete Period”), the Participant agrees that he will not, except on behalf of the Company or involuntaryany Subsidiary (collectively, the “Control Group”) or with the written consent of a member the Control Group: (a) the Employee shall not in the United States or engage in any country in which the Company shall then be doing businessbusiness activity, directly or indirectly, enter the employ ofon his own behalf or as a partner, or render any services to, any person, firm or corporation engaged in any business that is competitive with the business stockholder (except by ownership of less than 1% of the Company or outstanding stock of any of its subsidiaries or affiliates of which the Employee may become an employee or officer during the Term; Employee shall not engage in such business on Employee’s own account; and Employee shall not become interested in any such business, directly or indirectly, as an individual, partner, shareholdera publicly held corporation), director, officertrustee, principal, agent, employee, trustee, consultant, consultant or any other relationship or capacity; provided, however, that nothing contained in this Section 10 shall be deemed to prohibit the Employee from acquiring, solely as an investment, shares of capital stock otherwise of any public person, firm or corporation, which is engaged in any activity in which the Control Group is engaged at the time; or (b) neither allow the Employee nor use of his name by or in connection with any Affiliate business that is competitive with any activity in which the Control Group is engaged.
(b) Throughout the period from the Grant Date to the first anniversary of the Employee shall solicit Participant’s termination of employment for any reason (the “Non-Solicit Period”), the Participant agrees that he will not, except on behalf of the Control Group or utilizewith the written consent of a member of the Control Group, offer employment to or assist employ, for himself or on behalf of any competitor of the Control Group, any person who at any time within the prior three years shall have been employed by the Control Group.
(c) In the event that the Participant violates any of these restrictive covenants, (i) the Award (whether or not vested) will be cancelled and forfeited in any way its entirety; and (ii) to solicit or utilizethe extent the Award has vested, the services, directly or indirectly, of any Participant shall pay to the Company within 90 days of the Company's directors, key advisors, officers or employees (collectively, "Associates ’s request an amount equal to the Fair Market Value of the Company")Shares. This non-solicitation The parties acknowledge that this Section 7 is fair and non-utilization provision shall not apply to Associates reasonable under the circumstances. It is the desire and intent of the Company who have previously terminated their relationship with the Company. The above covenants will apply to the Employee, regardless of the circumstances under which the employment ends or this Agreement is terminated.
10.1 If the Employee commits a breach, or threatens to commit a breach, of any of parties that the provisions of this Section 10, the Company 7 shall have the following rights and remedies:
10.1.1 The right and remedy to have the provisions of this Agreement specifically be enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to the Company and that money damages shall not provide an adequate remedy to the Company; and
10.1.2 The right and remedy immediately to cease providing the salary continuation payments and other benefits under Sections 6.1 and 6.2 of this Agreement and to require the Employee to repay to the Company fullest extent permitted by law. Accordingly, if any such payments and benefits that already have been provided as of the time the Company learns of Employee’s breach particular portion of this Section 10.
10.1.3 The right and remedy and to require the Employee to account for and pay over to the Company all compensation, profits, monies, accruals, increments or other benefits (collectively "Benefits") derived or received by the Employee as the result of any transactions constituting a breach of any of the provisions of the preceding paragraph, and the Employee hereby agrees to account for and pay over such Benefits to the Company. Each of the rights and remedies enumerated above 7 shall be independent of the other, and shall be severally enforceable, and all of such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company under law or in equity.
10.2 If any of the covenants contained in Section 8, 9 or 10, or any part thereof, is hereafter construed adjudicated to be invalid or unenforceable, the same shall not affect the remainder of the covenant or covenants, which this Section 7 shall be given full effect without regard deemed amended to: (1) reform the particular portion to provide for such maximum restrictions as will be valid and enforceable, or if that is not possible, (2) delete the portion found invalid or unenforceable, such reformation or deletion to apply only with respect to the invalid portions.
10.3 If any operation of this Section 7 in the particular jurisdiction in which such adjudication is made. During the Participant’s employment, the covenants contained in this Section 8, 9 or 10, or any part thereof, is held 7 shall apply without regard to be unenforceable because geographic location. Upon the termination of the duration of such provision or the area covered therebyParticipant’s employment, the parties agree that the court making such determination shall have the power to reduce the duration and/or area of such provision and, in its reduced form, such provision shall then be enforceable.
10.4 The parties hereto intend to and hereby confer jurisdiction to enforce the covenants contained in Sections 8, 9 and 10 upon the courts this Section 7 shall be limited to a twenty-five (25) mile radius of any state within the geographical scope of such covenants. In the event that the courts of any one or more of such states shall hold any such covenant wholly unenforceable by reason office of the breadth of such scope or otherwise, it is the intention of the parties hereto that such determination not bar or in any way affect the Company's right to the relief provided above in the courts of any other states within the geographical scope of such covenants, as to breaches of such covenants in such other respective jurisdictions, the above covenants as they relate to each state being, for this purpose, severable into diverse and independent covenantsControl Group.
10.5 The covenants in Sections 8, 9, and 10 are conditions of Employee’s continued employment with the Company, and they are not tied to Employee’s performance of any particular position, role or job; therefore, the covenants in Sections 8, 9, and 10 shall survive any change in Employee’s position, title, compensation, benefits, role, or responsibilities and shall remain in full force and effect following any such change. By continuing in the Company’s employ, Employee continually re-affirms the intention to be bound by these ongoing covenants.
Appears in 1 contract
Sources: Restricted Stock Award Agreement (Premier Financial Corp)
Non-Competition and Non-Solicitation. During For purposes of this section, “Company” shall include the Term Company and any of its parents, subsidiaries or affiliates. In your employment with the Company, you have developed or helped develop, had access to and learned significant secret, confidential, and proprietary information relating to the business of the Company. In addition, you have been provided with intimate ▇▇▇▇▇ ▇▇▇▇▇▇ August 10, 2016 knowledge regarding the Company’s technology, products, services, systems, methods, and operations. You also acknowledge that the Company has invested substantial resources and time to developing the technology, products, services, systems, methods, and operations, all of which are highly valuable assets to the Company. You agree that the Company has spent and will continue to spend substantial effort, time, and resources in developing and protecting its technology, products, services, systems, methods, and operations, and relationships with its customers and vendors. You also agree that the Company’s competitors would obtain an unfair advantage if you were to disclose the Company’s Confidential Information (as defined above) to a competitor, used it on a competitor’s behalf, or if you were able to exploit the relationships you developed in your role with the Company to solicit business on behalf of a competitor. Accordingly, you agree that:
(a) You shall not, either alone or in association with others, for a period of one year following the date of termination of Employee’s employment with the Company and/or twelve (12) months after the termination of this Agreement, for any reason and whether voluntary or involuntary: (a) the Employee shall not in the United States or in any country in which the Company shall then be doing businessyour employment, directly or indirectly, enter the employ ofon your own behalf, or render as an employee, representative or agent of a third party, by ownership or any services to, any person, firm or corporation engaged type of interest in any business enterprise, or by any other means whatsoever, engage in any business competitive with the Company’s products, or those of its parents, subsidiaries, or affiliates (collectively, a “Competitor’s Business”), or become associated with or render services to a Competitor’s Business. Mere ownership as a passive investor of not more than five percent (5%) of the securities of a corporation or other business enterprise shall not be deemed control of or an association with such corporation or enterprise for purposes of or otherwise violate the terms of this letter agreement.
(b) You shall not, either alone or in association with others, for a period of twelve (12) months after termination of your employment, directly or indirectly, call upon or solicit any Company customer, or those of its parents, subsidiaries, or affiliates, for business that is competitive with the business Company’s business, nor shall you permit a Competitor’s Business controlled directly or indirectly by you to do so.
(c) You shall not, either alone or in association with others, for a period of twelve (12) months after termination of your employment, directly or indirectly solicit, induce or attempt to induce, any employee or independent contractor of the Company Company, or those of its parents, subsidiaries, or affiliates, to terminate his or her employment or other engagement, or hire or attempt to hire as an employee, or engage or attempt to engage as an independent contractor, any person who is employed or otherwise engaged by the Company, or any of its subsidiaries or affiliates of which the Employee may become an employee or officer during the Term; Employee shall not engage in such business on Employee’s own account; and Employee shall not become interested in any such businessparents, directly or indirectly, as an individual, partner, shareholder, director, officer, principal, agent, employee, trustee, consultantsubsidiaries, or affiliates, at any other relationship or capacitytime while you were employed by the Company; provided, however, that nothing contained in this Section 10 shall be deemed to prohibit the Employee from acquiring, solely as an investment, shares of capital stock of any public corporation; (b) neither the Employee nor any Affiliate of the Employee shall solicit or utilize, or assist any person in any way to solicit or utilize, the services, directly or indirectly, of any of the Company's directors, key advisors, officers or employees (collectively, "Associates of the Company"). This non-solicitation and non-utilization provision shall not apply to Associates the solicitation, hiring or other engagement of any individual whose employment or other engagement with the Company who have previously has been terminated their relationship with the Company. The above covenants will apply to the Employeefor a period of six (6) months or longer ▇▇▇▇▇ ▇▇▇▇▇▇ August 10, regardless of the circumstances under which the employment ends or this Agreement is terminated.
10.1 If the Employee commits a breach, or threatens to commit a breach, of 2016 nor general advertising not directed specifically at any of the provisions prohibited individuals. You may serve on the Board of this Section 10any public or private company or as a manager of any limited partnership provided that the company or partnership is not a Competitor’s Business. You agree that these restrictions are reasonable, the Company shall have the following rights and remedies:
10.1.1 The right and remedy no greater than what is required to have the provisions of this Agreement specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to the Company and that money damages shall not provide an adequate remedy to protect the Company; and
10.1.2 The right ’s legitimate interests with respect to trade secrets, confidential information and remedy immediately to cease providing the salary continuation payments and other benefits under Sections 6.1 and 6.2 of this Agreement and to require the Employee to repay to the Company any such payments and benefits that already have been provided as of the time the Company learns of Employee’s breach of this Section 10.
10.1.3 The right and remedy and to require the Employee to account for and pay over to the Company all compensation, profits, monies, accruals, increments or other benefits (collectively "Benefits") derived or received by the Employee as the result of any transactions constituting a breach of any of the provisions of the preceding paragraphcustomers, and the Employee hereby agrees to account for and pay over such Benefits to the Company. Each of the rights and remedies enumerated above shall be independent of the othercustomer relationships, and shall be severally enforceable, and all of such rights and remedies shall be in addition to, and do not in lieu of, any other rights and remedies available to the Company under law impair or in equity.
10.2 If any of the covenants contained in Section 8, 9 or 10, or any part thereof, is hereafter construed to be invalid or unenforceable, the same shall not affect the remainder of the covenant or covenants, which shall be given full effect without regard to the invalid portions.
10.3 If any of the covenants contained in Section 8, 9 or 10, or any part thereof, is held to be unenforceable because of the duration of such provision or the area covered thereby, the parties agree that the court making such determination shall have the power to reduce the duration and/or area of such provision and, in its reduced form, such provision shall then be enforceable.
10.4 The parties hereto intend to and hereby confer jurisdiction to enforce the covenants contained in Sections 8, 9 and 10 upon the courts of any state within the geographical scope of such covenantsprevent you from earning a living. In the event that the courts of any one or more of such states shall hold any such covenant wholly unenforceable by reason of the breadth of such scope or otherwise, it It is the intention of the parties hereto to restrict your activities only to the extent necessary for the protection of the Company’s legitimate business interests. To the extent that such determination not bar this Paragraph of this letter agreement is determined by a court of competent jurisdiction to be invalid or unenforceable in any way affect respect or to any extent, the Company's right Paragraph shall not be rendered invalid, but instead shall be automatically amended for such lesser term or to the relief provided above in the courts of any other states within the geographical scope of such covenantslesser extent, as to breaches of such covenants or in such other respective jurisdictionsdegree, as may grant the above covenants as they relate to each state being, for Company the maximum protection and restrictions on your activities permitted by applicable law in such circumstances. The non-competition and non-solicitation obligations contained in this purpose, severable into diverse and independent covenants.
10.5 The covenants letter agreement shall be extended by the length of time during which you shall have been in Sections 8, 9, and 10 are conditions of Employee’s continued employment with the Company, and they are not tied to Employee’s performance breach of any particular positionof said provisions. If you violate the provisions of any of the preceding sections of this Paragraph, role or job; therefore, the covenants in Sections 8, 9, and 10 you shall survive any change in Employee’s position, title, compensation, benefits, role, or responsibilities and shall remain in full force and effect following any such change. By continuing in the Company’s employ, Employee continually re-affirms the intention continue to be bound by these ongoing covenantsthe restrictions set forth in such section until the period equal to the period of restriction has expired without any violation.
Appears in 1 contract
Non-Competition and Non-Solicitation. The Executive acknowledges that the Company has invested substantial time, money and resources in the development and retention of its Inventions, Confidential Information (including trade secrets), customers, accounts and business partners, and further acknowledges that during the course of the Executive’s employment with the Company the Executive will have access to the Company’s Inventions and Confidential Information (including trade secrets), and will be introduced to existing and prospective customers, accounts and business partners of the Company. The Executive acknowledges and agrees that any and all “goodwill” associated with any existing or prospective customer, account or business partner belongs exclusively to the Company, including, but not limited to, any goodwill created as a result of direct or indirect contacts or relationships between the Executive and any existing or prospective customers, accounts or business partners. Additionally, the parties acknowledge and agree that Executive possesses skills that are special, unique or extraordinary and that the value of the Company depends upon his use of such skills on its behalf. In recognition of this, the Executive covenants and agrees that:
(a) During the Term Term, and for a period of one year following twelve (12) months thereafter, the date Executive may not, without the prior written consent of termination of Employee’s employment with the Company and/or the termination of this AgreementBoard, for any reason and (whether voluntary or involuntary: (a) the Employee shall not in the United States as an employee, agent, owner, partner, consultant, independent contractor, representative, stockholder or in any country other capacity whatsoever) participate in which any business that offers products or services competitive in any way to those offered by the Company or that were under active development by the Company during the Term, provided that nothing herein shall then be doing businessprohibit the Executive from owning securities of corporations which are listed on a national securities exchange or traded in the national over-the-counter market in an amount which shall not exceed five percent (5%) of the outstanding shares of an such corporation.
(b) During the Term, and for a period of twelve (12) months thereafter, the Executive may not entice, solicit or encourage any Company employee to leave the employ of the Company or any independent contractor to sever its engagement with the Company, absent prior written consent to do so from the Board.
(c) During the Term, and for a period of twelve (12) months thereafter, the Executive may not, directly or indirectly, enter the employ ofentice, solicit or render encourage any services to, any person, firm customer or corporation engaged in any business that is competitive with the business prospective customer of the Company or of any of its subsidiaries or affiliates of which the Employee may become an employee or officer during the Term; Employee shall not engage in such to cease doing business on Employee’s own account; and Employee shall not become interested in any such business, directly or indirectly, as an individual, partner, shareholder, director, officer, principal, agent, employee, trustee, consultant, or any other relationship or capacity; provided, however, that nothing contained in this Section 10 shall be deemed to prohibit the Employee from acquiring, solely as an investment, shares of capital stock of any public corporation; (b) neither the Employee nor any Affiliate of the Employee shall solicit or utilize, or assist any person in any way to solicit or utilize, the services, directly or indirectly, of any of with the Company's directors, key advisors, officers or employees (collectively, "Associates of the Company"). This non-solicitation and non-utilization provision shall not apply to Associates of reduce its relationship with the Company who have previously terminated their or refrain from establishing or expanding a relationship with the Company. The above covenants will Provided, however, that this Section 9 shall not apply to if the Employee, regardless of Company terminates the circumstances under which the employment ends Executive Without Cause or Executive terminates this Agreement is terminatedfor Good Reason.
10.1 If the Employee commits a breach, or threatens to commit a breach, of any of the provisions of this Section 10, the Company shall have the following rights and remedies:
10.1.1 The right and remedy to have the provisions of this Agreement specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to the Company and that money damages shall not provide an adequate remedy to the Company; and
10.1.2 The right and remedy immediately to cease providing the salary continuation payments and other benefits under Sections 6.1 and 6.2 of this Agreement and to require the Employee to repay to the Company any such payments and benefits that already have been provided as of the time the Company learns of Employee’s breach of this Section 10.
10.1.3 The right and remedy and to require the Employee to account for and pay over to the Company all compensation, profits, monies, accruals, increments or other benefits (collectively "Benefits") derived or received by the Employee as the result of any transactions constituting a breach of any of the provisions of the preceding paragraph, and the Employee hereby agrees to account for and pay over such Benefits to the Company. Each of the rights and remedies enumerated above shall be independent of the other, and shall be severally enforceable, and all of such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company under law or in equity.
10.2 If any of the covenants contained in Section 8, 9 or 10, or any part thereof, is hereafter construed to be invalid or unenforceable, the same shall not affect the remainder of the covenant or covenants, which shall be given full effect without regard to the invalid portions.
10.3 If any of the covenants contained in Section 8, 9 or 10, or any part thereof, is held to be unenforceable because of the duration of such provision or the area covered thereby, the parties agree that the court making such determination shall have the power to reduce the duration and/or area of such provision and, in its reduced form, such provision shall then be enforceable.
10.4 The parties hereto intend to and hereby confer jurisdiction to enforce the covenants contained in Sections 8, 9 and 10 upon the courts of any state within the geographical scope of such covenants. In the event that the courts of any one or more of such states shall hold any such covenant wholly unenforceable by reason of the breadth of such scope or otherwise, it is the intention of the parties hereto that such determination not bar or in any way affect the Company's right to the relief provided above in the courts of any other states within the geographical scope of such covenants, as to breaches of such covenants in such other respective jurisdictions, the above covenants as they relate to each state being, for this purpose, severable into diverse and independent covenants.
10.5 The covenants in Sections 8, 9, and 10 are conditions of Employee’s continued employment with the Company, and they are not tied to Employee’s performance of any particular position, role or job; therefore, the covenants in Sections 8, 9, and 10 shall survive any change in Employee’s position, title, compensation, benefits, role, or responsibilities and shall remain in full force and effect following any such change. By continuing in the Company’s employ, Employee continually re-affirms the intention to be bound by these ongoing covenants.
Appears in 1 contract
Sources: Employment Agreement (O2diesel Corp)
Non-Competition and Non-Solicitation. During In consideration of your continued employment with the Term Company and the various benefits and payments provided in conjunction therewith, you agree that during the term of your employment with Harman and for a period of one year following the date of termination of Employee’s employment with 12 months after you cease to be employed by the Company and/or or one of our affiliates you will not, without the termination Company’s prior written consent, become an employee, officer, director or investor (other than a minority shareholder or other equity interest of this Agreement, for any reason and whether voluntary not more than 1% of a company whose equity interests are publicly traded on a nationally recognized stock exchange or involuntary: (aover-the-counter) the Employee shall not in the United States or in any country in which the Company shall then be doing business, directly or indirectly, enter the employ of, or render any services to, any person, firm or corporation engaged in any business or enterprise, anywhere in the world, that is competitive directly or indirectly competes with the business of the Company or any affiliate and is set forth on the list of competitors (the “Competitive List”) as provided to you on or about the date hereof, as it may be modified by the Company from time to time by written notice to you, provided that any of its subsidiaries or affiliates of which the Employee may become an employee or officer during the Term; Employee modification shall not engage in such business on Employee’s own account; be effective until ninety (90) days after provided to you and Employee only if you are then employed by the Company. The Competitive List may not contain more than fifteen (15) entities. You further agree that during your employment and for a period of 12 months from termination of your employment with the Company, you shall not become interested (a) employ, retain, solicit or recruit for employment or retention or assist any other person or entity in any such businessemploying, retaining, soliciting or recruiting, directly or indirectly, as an individual, partner, shareholder, director, officer, principal, agent, employee, trustee, consultantany individual employed by the Company or one of its affiliates or who had been so employed in the prior six (6) months; provided that the non-solicitation limitation shall not be violated by advertising or searches not specifically targeted at the employees of the Company or one of its affiliates, or any other relationship by serving as a reference upon request to an entity with which you are not affiliated, or capacity; provided, however, that nothing contained in this Section 10 shall be deemed to prohibit the Employee from acquiring, solely as an investment, shares of capital stock of any public corporation; (b) neither interfere with the Employee nor Company’s or any Affiliate of its affiliate’s relationship with any of its or their suppliers, vendors, joint venturers or independent contractors. You acknowledge that, because of and during the course of your employment by the Company, you will learn or develop confidential information relating to the Company’s sales, marketing or servicing, and relating to the Company’s customers. You recognize that the Company’s relationships with its customers are extremely valuable to it and thus the protection of the Employee shall Company’s relationships with its customers is essential. Accordingly and in consideration of your continued employment with the Company and the various benefits and payments provided in conjunction therewith, you agree that you will not solicit or utilize, or assist any person in any way attempt to solicit or utilize, the servicessolicit, directly or indirectlythrough another, for a period of 12 months from your termination of employment with the Company, for any reason, and for the purpose of providing services or products that are the same or similar to those offered for sale by the Company at the time of your termination and which services or products group represents more than 10 percent (10%) of the Company's directors, key advisors, officers or employees (collectively, "Associates revenues of the Company and its affiliates for its most recently completed fiscal year or is expected to do so in the current or next fiscal year, any existing or prospective customer of the Company or any one of its affiliates which you solicited or with whom you had direct contact while employed by the Company"). This non-solicitation and non-utilization provision , provided that the foregoing shall not apply to Associates retail consumers of the Company who have previously terminated their relationship with the Companyor any of its affiliates. The above covenants will apply Company and you acknowledge that the time, scope, geographic area and other provisions of this Section 2 have been specifically negotiated by sophisticated commercial parties and agree that all such provisions are reasonable under the circumstances of the activities contemplated by this Agreement. You acknowledge and agree that the terms of this Section 2: (i) are reasonable in light of all of the circumstances, (ii) are sufficiently limited to protect the legitimate interests of the Company and its affiliates, (iii) impose no undue hardship on you, and (iv) are not injurious to the Employee, regardless of the circumstances under which the employment ends or this Agreement is terminated.
10.1 If the Employee commits a breach, or threatens to commit a breach, of any public. You further acknowledge and agree that your breach of the provisions of this Section 102 will cause the Company irreparable harm, which cannot be adequately compensated by money damages, and that if the Company elects to prevent you from breaching such provisions by obtaining an injunction against you, there is a reasonable probability of the Company’s eventual success on the merits. You consent and agree that if you commit any such breach or threaten to commit any breach, the Company shall have the following rights be entitled to temporary and remedies:
10.1.1 The right and remedy to have the provisions permanent injunctive relief from a court of this Agreement specifically enforced by any court having equity competent jurisdiction, it being acknowledged and agreed that without posting any such breach or threatened breach shall cause irreparable injury to the Company and that money damages shall not provide an adequate remedy to the Company; and
10.1.2 The right and remedy immediately to cease providing the salary continuation payments and other benefits under Sections 6.1 and 6.2 of this Agreement and to require the Employee to repay to the Company any such payments and benefits that already have been provided as of the time the Company learns of Employee’s breach of this Section 10.
10.1.3 The right and remedy and to require the Employee to account for and pay over to the Company all compensation, profits, monies, accruals, increments bond or other benefits (collectively "Benefits") derived or received by security and without the Employee as the result necessity of any transactions constituting a breach proof of any of the provisions of the preceding paragraphactual damage, and the Employee hereby agrees to account for and pay over such Benefits to the Company. Each of the rights and remedies enumerated above shall be independent of the other, and shall be severally enforceable, and all of such rights and remedies shall be in addition to, and not in lieu of, any such other rights and remedies as may be available to the Company under law or in equityfor such breach, including the recovery of money damages.
10.2 If any of the covenants contained in Section 8, 9 or 10, or any part thereof, is hereafter construed to be invalid or unenforceable, the same shall not affect the remainder of the covenant or covenants, which shall be given full effect without regard to the invalid portions.
10.3 If any of the covenants contained in Section 8, 9 or 10, or any part thereof, is held to be unenforceable because of the duration of such provision or the area covered thereby, the parties agree that the court making such determination shall have the power to reduce the duration and/or area of such provision and, in its reduced form, such provision shall then be enforceable.
10.4 The parties hereto intend to and hereby confer jurisdiction to enforce the covenants contained in Sections 8, 9 and 10 upon the courts of any state within the geographical scope of such covenants. In the event that the courts of any one or more of such states shall hold any such covenant wholly unenforceable by reason of the breadth of such scope or otherwise, it is the intention of the parties hereto that such determination not bar or in any way affect the Company's right to the relief provided above in the courts of any other states within the geographical scope of such covenants, as to breaches of such covenants in such other respective jurisdictions, the above covenants as they relate to each state being, for this purpose, severable into diverse and independent covenants.
10.5 The covenants in Sections 8, 9, and 10 are conditions of Employee’s continued employment with the Company, and they are not tied to Employee’s performance of any particular position, role or job; therefore, the covenants in Sections 8, 9, and 10 shall survive any change in Employee’s position, title, compensation, benefits, role, or responsibilities and shall remain in full force and effect following any such change. By continuing in the Company’s employ, Employee continually re-affirms the intention to be bound by these ongoing covenants.
Appears in 1 contract
Sources: Confidentiality Agreement (Harman International Industries Inc /De/)
Non-Competition and Non-Solicitation. During the Term and and, in the event of an earlier termination of this Agreement by Employee during the Term (other than any termination by Employee pursuant to Section 5.1(a)), for a period of one year following the date of such termination of Employee’s employment by Employee (the "Section 10 Period"): (a) Employee shall not compete with the Company and/or the termination of this Agreement, for or any reason and whether voluntary subsidiary or involuntary: (a) the Employee shall not in the United States or in any country in which the Company shall then be doing business, directly or indirectly, enter the employ of, or render any services to, any person, firm or corporation engaged in any business that is competitive with the business affiliate of the Company or of any of its subsidiaries or affiliates of which the Employee may become for whom she is an employee or officer during the Term; Employee shall not engage Term (each, an "Interested Entity") by (i) entering the employ of, or rendering services to, any biopharmaceutical entity which is engaged in a business competitive with the Company's Field of Interest in such business a capacity as to create, on Employee’s own account; the date of such employment, a potential conflict of interest for Employee between such biopharmaceutical entity and Employee shall not become interested an Interested Entity, (ii) engaging, during the Section 10 Period, in any such businessbusiness for her own account which would be competitive with the Company's Field of Interest, or (iii) acquiring, during the Section 10 Period, an equity or financial interest in any business which is competitive with the Company's Field of Interest, directly or indirectly, as an individual, partner, shareholder, director, officer, principal, agent, employee, trustee, consultant, or any other relationship or capacitycapacity as to create, on the date of acquisition of such interest, a potential conflict of interest for Employee between such business and an Interested Entity; providedPROVIDED, howeverHOWEVER, that nothing contained in this Section 10 shall be deemed to prohibit Employee during the Employee Section 10 Period from providing approved consulting services to Alexandria, accepting a position with a law firm, investment bank, venture capital or investment fund or other professional or financial services firm or from acquiring, solely as an investment, shares of capital stock of any public corporation; (b) neither the Employee nor any Affiliate of the Employee shall solicit or utilize, or assist any person in any way to solicit or utilize, the services, directly or indirectly, of any of the Company's directors, key advisorsconsultants, members of the Board of Scientific and Medical Advisors, officers or employees (collectively, "Associates of the Company")) in any manner which is directly or indirectly competitive with the Company's business . This non-solicitation and non-utilization provision shall not apply to Associates of the Company who have previously terminated their relationship with the Company. The above covenants will apply to the Employee, regardless of the circumstances under which the employment ends or this Agreement is terminated.
10.1 If the Employee commits a breach, or threatens to commit a breach, of any of the provisions of this Section 10, the Company shall have the following rights and remedies:
10.1.1 The right and remedy to have the provisions of this Agreement specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to the Company and that money damages shall not provide an adequate remedy to the Company; and
10.1.2 The right and remedy immediately to cease providing the salary continuation payments and other benefits under Sections 6.1 and 6.2 of this Agreement and to require the Employee to repay to the Company any such payments and benefits that already have been provided as of the time the Company learns of Employee’s breach of this Section 10.
10.1.3 The right and remedy and to require the Employee to account for and pay over to the Company all compensation, profits, monies, accruals, increments or other benefits (collectively "Benefits") derived or received by the Employee as the result of any transactions constituting a breach of any of the provisions of the preceding paragraph, and the Employee hereby agrees to account for and pay over such Benefits to the Company. Each of the rights and remedies enumerated above shall be independent of the other, and shall be severally enforceable, and all of such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company under law or in equity.
10.2 If any of the covenants contained in Section 8, 9 or 10, or any part thereof, is hereafter construed to be invalid or unenforceable, the same shall not affect the remainder of the covenant or covenants, which shall be given full effect without regard to the invalid portions.
10.3 If any of the covenants contained in Section 8, 9 or 10, or any part thereof, is held to be unenforceable because of the duration of such provision or the area covered thereby, the parties agree that the court making such determination shall have the power to reduce the duration and/or area of such provision and, in its reduced form, such provision shall then be enforceable.
10.4 The parties hereto intend to and hereby confer jurisdiction to enforce the covenants contained in Sections 8, 9 and 10 upon the courts of any state within the geographical scope of such covenants. In the event that the courts of any one or more of such states shall hold any such covenant wholly unenforceable by reason of the breadth of such scope or otherwise, it is the intention of the parties hereto that such determination not bar or in any way affect the Company's right to the relief provided above in the courts of any other states within the geographical scope of such covenants, as to breaches of such covenants in such other respective jurisdictions, the above covenants as they relate to each state being, for this purpose, severable into diverse and independent covenants.
10.5 The covenants in Sections 8, 9, and 10 are conditions of Employee’s continued employment with the Company, and they are not tied to Employee’s performance of any particular position, role or job; therefore, the covenants in Sections 8, 9, and 10 shall survive any change in Employee’s position, title, compensation, benefits, role, or responsibilities and shall remain in full force and effect following any such change. By continuing in the Company’s employ, Employee continually re-affirms the intention to be bound by these ongoing covenants.
Appears in 1 contract
Sources: Executive Employment Agreement (Ariad Pharmaceuticals Inc)
Non-Competition and Non-Solicitation. During the Term and for a period of one year following the date of termination of Employee’s employment with the Company and/or the termination of this Agreement, for any reason and whether voluntary or involuntary: (a) the Employee shall not in the United States or in any country in which the Company shall then be doing business, directly or indirectly, enter the employ of, or render any services to, any person, firm or corporation engaged in any business that is competitive with the business of the Company or of any of its subsidiaries or affiliates of which the Employee may become an employee or officer during the TermTerm where the nature of such employment or services causes the Employee to serve primarily in a non-lawyer capacity; under such circumstances, Employee shall not engage in such business on Employee’s own account; and Employee shall not become interested in any such business, directly or indirectly, as an individual, partner, shareholder, director, officer, principal, agent, employee, trustee, consultant, or any other relationship or capacity; provided, however, that nothing contained in this Section 10 shall be deemed to prohibit the Employee from (i) acquiring, solely as an investment, shares of capital stock of any public corporation; or (bii) neither the Employee nor any Affiliate of the Employee shall solicit performing a role in which Employee’s primary duty is to render legal services to a person or utilizeentity, either as inside or assist any person in any way to solicit or utilize, the services, directly or indirectly, of any of the Company's directors, key advisors, officers or employees (collectively, "Associates of the Company"). This non-solicitation and non-utilization provision shall not apply to Associates of the Company who have previously terminated their relationship with the Company. The above covenants will apply to the Employee, regardless of the circumstances under which the employment ends or this Agreement is terminated.outside legal counsel;
10.1 If the Employee commits a breach, or threatens to commit a breach, of any of the provisions of this Section 10, the Company shall have the following rights and remedies:
10.1.1 The right and remedy to have the provisions of this Agreement specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to the Company and that money damages shall not provide an adequate remedy to the Company; and
10.1.2 The right and remedy immediately to cease providing the salary continuation payments and other benefits under Sections 6.1 and 6.2 of this Agreement and to require the Employee to repay to the Company any such payments and benefits that already have been provided as of the time the Company learns of Employee’s breach of this Section 10.
10.1.3 The right and remedy and to require the Employee to account for and pay over to the Company all compensation, profits, monies, accruals, increments or other benefits (collectively "Benefits") derived or received by the Employee as the result of any transactions constituting a breach of any of the provisions of the preceding paragraph, and the Employee hereby agrees to account for and pay over such Benefits to the Company. Each of the rights and remedies enumerated above shall be independent of the other, and shall be severally enforceable, and all of such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company under law or in equity.
10.2 If any of the covenants contained in Section 8, 9 or 10, or any part thereof, is hereafter construed to be invalid or unenforceable, the same shall not affect the remainder of the covenant or covenants, which shall be given full effect without regard to the invalid portions.
10.3 If any of the covenants contained in Section 8, 9 or 10, or any part thereof, is held to be unenforceable because of the duration of such provision or the area covered thereby, the parties agree that the court making such determination shall have the power to reduce the duration and/or area of such provision and, in its reduced form, such provision shall then be enforceable.
10.4 The parties hereto intend to and hereby confer jurisdiction to enforce the covenants contained in Sections 8, 9 and 10 upon the courts of any state within the geographical scope of such covenants. In the event that the courts of any one or more of such states shall hold any such covenant wholly unenforceable by reason of the breadth of such scope or otherwise, it is the intention of the parties hereto that such determination not bar or in any way affect the Company's right to the relief provided above in the courts of any other states within the geographical scope of such covenants, as to breaches of such covenants in such other respective jurisdictions, the above covenants as they relate to each state being, for this purpose, severable into diverse and independent covenants.
10.5 The covenants in Sections 8, 9, and 10 are conditions of Employee’s continued employment with the Company, and they are not tied to Employee’s performance of any particular position, role or job; therefore, the covenants in Sections 8, 9, and 10 shall survive any change in Employee’s position, title, compensation, benefits, role, or responsibilities and shall remain in full force and effect following any such change. By continuing in the Company’s employ, Employee continually re-affirms the intention to be bound by these ongoing covenants.
Appears in 1 contract
Sources: Executive Employment Agreement (Ariad Pharmaceuticals Inc)
Non-Competition and Non-Solicitation. During In order to protect the Term Company’s Proprietary Information and good will, during my employment and for a period of one year twelve (12) months following the date of termination of Employee’s my employment for any reason (the “Restricted Period”):
(a) in consideration of the offer of employment, my salary or wage, any bonus I may receive, and the equity granted to me in connection with commencement of employment with the Company and/or the termination Company, all of which I deem as fair and reasonable consideration for entering into this Agreement, for any reason and whether voluntary or involuntary: (a) the Employee shall I will not in the United States or in any country in which the Company shall then be doing business, directly or indirectly, enter the employ of, or render any services to, any person, firm or corporation engaged in any business that is competitive with the business of the Company or of any of its subsidiaries or affiliates of which the Employee may become an employee or officer during the Term; Employee shall not engage in such business on Employee’s own account; and Employee shall not become interested in any such business, directly or indirectly, whether as an individualowner, partner, shareholder, director, officer, principalconsultant, agent, employee, trusteeco-venturer or otherwise, consultantengage, participate or invest in any business that develops, manufactures or markets microbiome therapeutics that are competitive with products or services of the Company, or that the Company has under development, or that are the subject of active planning at any other relationship or capacitytime during my employment (collectively, the “Competitive Products”); provided, however, provided that nothing contained this will not prohibit any possible investment in this Section 10 shall be deemed to prohibit the Employee from acquiring, solely as an investment, shares of capital publicly traded stock of any public corporationa company representing less than one percent of the stock of such company and provided further that this provision shall apply only if I am an exempt employee (as that term is defined by the Fair Labor Standards Act) or if and when I subsequently become an exempt employee; and US-DOCS\64377647.6
(b) neither the Employee nor any Affiliate of the Employee shall solicit or utilize, or assist any person in any way to solicit or utilize, the services, I will not directly or indirectly, in any manner, other than for the benefit of the Company, (i) call upon, solicit, divert or take away any of the Company's directorscustomers, key advisors, officers business or employees (collectively, "Associates of the Company"). This non-solicitation and non-utilization provision shall not apply to Associates prospective customers of the Company who have previously terminated their relationship with the Company. The above covenants will apply or any of its suppliers, and/or (ii) solicit, entice or attempt to the Employee, regardless persuade any other employee or consultant of the circumstances under which Company to leave the employment ends or this Agreement is terminated.
10.1 If services of the Employee commits a breach, or threatens to commit a breach, of Company for any reason. I acknowledge and agree that if I violate any of the provisions of this Section 10Section, in addition to any other remedies to which the Company may be entitled in law or equity, the Company shall have running of the following rights Restricted Period will be extended by the time during which I engage in such violation(s) or up to twenty four (24) months, whichever is longer. I acknowledge and remedies:
10.1.1 The right and remedy to have agree that the provisions of this Agreement specifically enforced agreement shall apply during and following my employment by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to the Company and that money damages shall not provide an adequate remedy to the Company; and
10.1.2 The right and remedy immediately to cease providing the salary continuation payments and other benefits under Sections 6.1 and 6.2 of this Agreement and to require the Employee to repay to the Company any such payments and benefits that already have been provided as of the time the Company learns of Employee’s breach of this Section 10.
10.1.3 The right and remedy and to require the Employee to account for and pay over to the Company all compensation, profits, monies, accruals, increments or other benefits (collectively "Benefits") derived or received be affected by the Employee as the result of any transactions constituting a breach of any of the provisions of the preceding paragraph, and the Employee hereby agrees to account for and pay over such Benefits to the Company. Each of the rights and remedies enumerated above shall be independent of the other, and shall be severally enforceable, and all of such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company under law or in equity.
10.2 If any of the covenants contained in Section 8, 9 or 10, or any part thereof, is hereafter construed to be invalid or unenforceable, the same shall not affect the remainder of the covenant or covenants, which shall be given full effect without regard to the invalid portions.
10.3 If any of the covenants contained in Section 8, 9 or 10, or any part thereof, is held to be unenforceable because of the duration of such provision or the area covered thereby, the parties agree that the court making such determination shall have the power to reduce the duration and/or area of such provision and, in its reduced form, such provision shall then be enforceable.
10.4 The parties hereto intend to and hereby confer jurisdiction to enforce the covenants contained in Sections 8, 9 and 10 upon the courts of any state within the geographical scope of such covenants. In the event that the courts of any one or more of such states shall hold any such covenant wholly unenforceable by reason of the breadth of such scope or otherwise, it is the intention of the parties hereto that such determination not bar or in any way affect the Company's right to the relief provided above in the courts of any other states within the geographical scope of such covenants, as to breaches of such covenants in such other respective jurisdictions, the above covenants as they relate to each state being, for this purpose, severable into diverse and independent covenants.
10.5 The covenants in Sections 8, 9, and 10 are conditions of Employee’s continued employment with the Company, and they are not tied to Employee’s performance of any particular position, role or job; therefore, the covenants in Sections 8, 9, and 10 shall survive any change in Employee’s positionmy job duties, title, compensation, benefits, role, whether material or responsibilities immaterial. I further acknowledge and shall remain in full force agree that I have the right and effect following any such change. By continuing in have had the Company’s employ, Employee continually re-affirms the intention opportunity to be bound by these ongoing covenantsconsult with an attorney prior to signing this Agreement.
Appears in 1 contract
Non-Competition and Non-Solicitation. During the Term and for (a) For a period of one year the greater of (i) two (2) years following the date of termination of Employee’s 's employment with Employer (whether under the Company and/or the termination terms of this Agreement, for any reason Agreement or otherwise) and whether voluntary or involuntary: (aii) the Severance Period, Employee shall not in the United States or in any country in which the Company shall then be doing businessnot, directly or indirectly, enter the employ of, (i) engage in or render any services to, any person, firm or corporation engaged assist others in engaging in any business that is competitive competes with Employer (the business "Restricted Business") in the United States of America, Canada, or Europe (the Company or of any of its subsidiaries or affiliates of which the Employee may become "Territory"); (ii) have an employee or officer during the Term; Employee shall not engage in such business on Employee’s own account; and Employee shall not become interested interest in any such businessentity that engages, directly or indirectly, in the Restricted Business in the Territory in any capacity, including as an individual, a partner, shareholder, directormember, officeremployee, principal, agent, employeetrustee or consultant; or (iii) cause, trusteeinduce or encourage any material actual or prospective client, consultantcustomer, supplier or licensor of Employer (including any existing or former client or customer of the Sellers and any person or entity that becomes a client or customer of Employer after the Commencement Date), or any other person or entity who has a material business relationship with Employer, to terminate or capacitymodify any such actual or prospective relationship. Notwithstanding the foregoing, Employee may own, directly or indirectly, solely as an investment, securities of any entity traded on any national securities exchange if Employee is not in control of, or a member of a group which controls, such entity and does not, directly or indirectly, own 3% or more of any class of securities of such entity.
(b) For a period of two (2) years following the termination of Employee's employment with Employer (whether under the terms of this Agreement or otherwise), Employee shall not, directly or indirectly, hire or solicit any employee of Employer, independent 21638644v.6 contractor of Employer, or employees or independent contractors of contractor firms used in Employer's business, or encourage any such employee or independent contractor to leave such employment or engagement or hire any such employee or independent contractor who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees or independent contractors.
(c) The provisions of this Section 12 shall be construed as an agreement independent of any other provision of this Agreement and the existence of any claim or cause of action of Employee against Employer whether arising out of this Agreement or otherwise shall not constitute a defense to the enforcement by Employer of the provisions of this Section; provided, however, that nothing contained in this Section 10 the Restrictive Period and the Restrictive Period specified above shall be deemed reduced to prohibit and shall expire on the Employee from acquiring, solely as an investment, shares date that a final order or judgment is entered by a court of capital stock of any public corporation; (b) neither competent jurisdiction which holds that Employer has breached or failed to fulfill a material monetary obligation under the Employee nor any Affiliate of the Employee shall solicit Purchase Agreement or utilize, Employer has breached or assist any person in any way failed to solicit or utilize, the services, directly or indirectly, of any of the Company's directors, key advisors, officers or employees (collectively, "Associates of the Company"). This non-solicitation and non-utilization provision shall not apply to Associates of the Company who have previously terminated their relationship with the Company. The above covenants will apply to the Employee, regardless of the circumstances fulfill a material monetary obligation under which the employment ends or this Agreement is terminated.
10.1 If the Employee commits a breach, or threatens (including but not limited to commit a breach, of any of the provisions of this Section 10, the Company shall have the following rights and remedies:
10.1.1 The right and remedy to have the provisions of this Agreement specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to the Company and that money damages shall not provide an adequate remedy to the Company; and
10.1.2 The right and remedy immediately to cease providing the salary continuation payments and other benefits under Sections 6.1 and 6.2 of this Agreement and to require the Employee to repay to the Company any such payments and benefits that already have been provided as of the time the Company learns termination of Employee’s breach of this Section 10.
10.1.3 The right 's employment without Good and remedy and to require the Employee to account for and pay over to the Company all compensationsufficient cause), profits, monies, accruals, increments or other benefits (collectively "Benefits") derived or received by the Employee as the result of any transactions constituting a breach of any of the provisions of the preceding paragraphwhichever is earlier, and the Employee hereby agrees time to account for and pay over file an appeal to such Benefits to the Company. Each of the rights and remedies enumerated above shall be independent of the other, and shall be severally enforceable, and all of such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company under law order or in equityjudgment has expired.
10.2 If any of the covenants contained in Section 8, 9 or 10, or any part thereof, is hereafter construed to be invalid or unenforceable, the same shall not affect the remainder of the covenant or covenants, which shall be given full effect without regard to the invalid portions.
10.3 If any of the covenants contained in Section 8, 9 or 10, or any part thereof, is held to be unenforceable because of the duration of such provision or the area covered thereby, the parties agree that the court making such determination shall have the power to reduce the duration and/or area of such provision and, in its reduced form, such provision shall then be enforceable.
10.4 The parties hereto intend to and hereby confer jurisdiction to enforce the covenants contained in Sections 8, 9 and 10 upon the courts of any state within the geographical scope of such covenants. In the event that the courts of any one or more of such states shall hold any such covenant wholly unenforceable by reason of the breadth of such scope or otherwise, it is the intention of the parties hereto that such determination not bar or in any way affect the Company's right to the relief provided above in the courts of any other states within the geographical scope of such covenants, as to breaches of such covenants in such other respective jurisdictions, the above covenants as they relate to each state being, for this purpose, severable into diverse and independent covenants.
10.5 The covenants in Sections 8, 9, and 10 are conditions of Employee’s continued employment with the Company, and they are not tied to Employee’s performance of any particular position, role or job; therefore, the covenants in Sections 8, 9, and 10 shall survive any change in Employee’s position, title, compensation, benefits, role, or responsibilities and shall remain in full force and effect following any such change. By continuing in the Company’s employ, Employee continually re-affirms the intention to be bound by these ongoing covenants.
Appears in 1 contract
Non-Competition and Non-Solicitation. (a) During the Term and for a period of one year following the effective date of the termination of the Term and the Employee’s employment with the Company and/or the termination of this Agreementhereunder, for any reason and whether voluntary or involuntary: no reason (athe “Restricted Period”): (i) the Employee shall not not, in the United States or in any country in which the Company shall then be doing business, directly or indirectly, enter the employ of, or render any services to, any person, firm or corporation engaged in any business that is competitive with the business of the Company or of any of its subsidiaries or affiliates Affiliates of which the Employee may become an employee or officer during the Term; , the Employee shall not engage in such business on Employee’s own account; account and the Employee shall not become interested in any such business, directly or indirectly, as an individual, partner, shareholder, director, officer, principal, agent, employee, trustee, consultant, or any other relationship or capacity; provided, however, that nothing contained in this Section 10 13 shall be deemed to prohibit the Employee from acquiring, solely as an investment, of up to 2% of any class of shares of capital stock of any public corporation; and (bii) neither the Employee nor any Affiliate of entity controlled by the Employee shall solicit shall, during the Restricted Period, directly or indirectly, solicit, hire or utilize, or assist any person in any way to solicit solicit, hire or utilize, the services, directly or indirectly, services of any of individual or entity that is at such time, or was at any time during the Company's directorsRestricted Period or the six-month period prior thereto, a director, key advisorsconsultant, officers officer or employees (collectively, "Associates of the Company"). This non-solicitation and non-utilization provision shall not apply to Associates employee of the Company who have previously terminated their relationship with the Companyor its subsidiaries or Affiliates. The above covenants will apply Employee shall continue to be bound by the terms of this Section 13 following the termination of this Agreement, the Term or the Employee, regardless of the circumstances under which the ’s employment ends hereunder for any reason or this Agreement is terminatedno reason.
10.1 (b) If the Employee commits a breach, or threatens to commit a breach, of any of the provisions of this Section 1013, the Company shall have the following rights and remedies:
10.1.1 The right and remedy to have the provisions , each of this Agreement specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to the Company and that money damages shall not provide an adequate remedy to the Company; and
10.1.2 The right and remedy immediately to cease providing the salary continuation payments and other benefits under Sections 6.1 and 6.2 of this Agreement and to require the Employee to repay to the Company any such payments and benefits that already have been provided as of the time the Company learns of Employee’s breach of this Section 10.
10.1.3 The right and remedy and to require the Employee to account for and pay over to the Company all compensation, profits, monies, accruals, increments or other benefits (collectively "Benefits") derived or received by the Employee as the result of any transactions constituting a breach of any of the provisions of the preceding paragraph, and the Employee hereby agrees to account for and pay over such Benefits to the Company. Each of the rights and remedies enumerated above which shall be independent of the other, and shall be severally enforceable, and all of such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company under law or in equity:
(i) The right and remedy to have the provisions of this Agreement specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach may cause irreparable injury to the Company and that money damages may not provide an adequate remedy to the Company;
(ii) The right and remedy immediately to cease providing the payments and benefits described in Sections 5(d) and 5(e) and to require the Employee to repay to the Company any such payments and benefits that already have been provided as of the time the Company learns of the Employee’s breach of this Section 13; and
(iii) The right and remedy and to require the Employee to account for and pay over to the Company all compensation, profits, monies, accruals, increments or other benefits (collectively “Benefits”) derived or received by the Employee as the result of any transactions constituting a breach of any of the provisions of the preceding paragraph, and the Employee hereby agrees to account for and pay over such Benefits to the Company.
10.2 (c) If any of the covenants contained in this Section 8, 9 or 1013, or any part thereof, is hereafter construed to be invalid or unenforceable, the same shall not affect the remainder of the such covenant or covenants, which shall be given full effect without regard to the invalid portions.
10.3 (d) If any of the covenants contained in this Section 8, 9 or 1013, or any part thereof, is held to be unenforceable because of the duration of such provision or the area covered thereby, the parties agree that the court making such determination shall have the power to reduce the duration and/or area of such provision and, in its reduced form, such provision shall then be enforceable.
10.4 (e) The parties hereto intend to and hereby confer jurisdiction to enforce the covenants contained in this Sections 8, 9 and 10 13 upon the courts of any state within the geographical scope of such covenants. In the event that the courts of any one or more of such states shall hold any such covenant wholly unenforceable by reason of the breadth of such scope or otherwise, it is the intention of the parties hereto that such determination not bar or in any way affect the Company's ’s right to the relief provided above in the courts of any other states within the geographical scope of such covenants, as to breaches of such covenants in such other respective jurisdictions, the above covenants as they relate to each state being, for this purpose, severable into diverse and independent covenants.
10.5 (f) The covenants in Sections 8, 9, and 10 this Section 13 are conditions of Employee’s continued employment with the Company, and they are not tied to Employee’s performance of any particular position, role or job; therefore, the covenants in Sections 8, 9, and 10 this Section 13 shall survive any change in Employee’s position, title, compensation, benefits, role, or responsibilities and shall remain in full force and effect following any such change. By continuing in the Company’s employ, Employee continually re-affirms the intention to be bound by these ongoing covenants. The Employee agrees that he shall not, and hereby waives and releases any rights or claims to, contest or challenge the reasonableness, validity or enforceability (but not the applicability) of the restrictions contained in this Section 13, whether in court, arbitration or otherwise.
Appears in 1 contract
Sources: Executive Employment Agreement (Ariad Pharmaceuticals Inc)
Non-Competition and Non-Solicitation. During In order to protect the Term Company’s Proprietary Information and good will, during my employment and for a period of one year [ ] months following the date of termination of Employee’s employment with the Company and/or the termination of this Agreement, my employment for any reason and whether voluntary or involuntary: (a) the Employee shall reason, I will not in the United States or in any country in which the Company shall then be doing business, directly or indirectly, enter the employ of, or render any services to, any person, firm or corporation engaged in any business that is competitive with the business of the Company or of any of its subsidiaries or affiliates of which the Employee may become an employee or officer during the Term; Employee shall not engage in such business on Employee’s own account; and Employee shall not become interested in any such business, directly or indirectly, whether as an individualowner, partner, shareholder, director, officer, principalconsultant, agent, employee, trusteeco-venturer or otherwise, consultantengage, participate or invest in any business activity anywhere in the “Geographic Scope” (as defined below) that (i) manufactures wind turbine blades or wind turbines; (ii) provides field or repair services for wind turbine blades or wind turbines; or (iii) manufactures composites structures or products for the transportation industry; provided that this shall not prohibit any possible investment in publicly traded stock of a company representing less than one percent of the stock of such company. For purposes of this Agreement, Geographic Scope shall mean anywhere in the world, provided however, in case that anywhere in the world shall be held invalid, overly broad, unreasonable, or unenforceable in any other relationship or capacity; providedrespect, the Geographic Scope shall be anywhere in the world where the Company conducts business provided however, in case that nothing contained anywhere in this Section 10 the world where the Company conducts business shall be deemed to prohibit the Employee from acquiringheld invalid, solely as an investmentoverly broad, shares of capital stock of any public corporation; (b) neither the Employee nor any Affiliate of the Employee shall solicit or utilizeunreasonable, or assist any person unenforceable in any way to solicit or utilizerespect, the servicesGeographic Scope shall be anywhere in the United States, provided however, in the event anywhere in the United States shall be held invalid, overly broad, unreasonable, or unenforceable in any respect, the Geographic Scope shall be anywhere in the United States where the Company conducts business, provided however, in the event anywhere in the United States where the Company conducts business shall be held invalid, overly broad, unreasonable, or unenforceable in any respect, the Geographic Scope shall be anywhere in any state in the United States where I perform or have performed services for the Company. In addition, during my employment and for a period of twelve (12) months following the termination of my employment for any reason, I will not, directly or indirectly, in any manner, other than for the benefit of the Company, (a) call upon, solicit, divert or take away any of the Company's directorscustomers, key advisors, officers business or employees (collectively, "Associates of the Company"). This non-solicitation and non-utilization provision shall not apply to Associates prospective customers of the Company who have previously terminated their relationship with the Company. The above covenants will apply or any of its suppliers, and/or (b) solicit, entice or attempt to the Employee, regardless persuade any other employee or consultant of the circumstances under which Company to leave the employment ends or this Agreement is terminated.
10.1 If services of the Employee commits a breach, or threatens to commit a breach, of Company for any reason. I acknowledge and agree that if I violate any of the provisions of this Section 10paragraph 8, the Company shall have the following rights and remedies:
10.1.1 The right and remedy to have the provisions of this Agreement specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to the Company and that money damages shall not provide an adequate remedy to the Company; and
10.1.2 The right and remedy immediately to cease providing the salary continuation payments and other benefits under Sections 6.1 and 6.2 of this Agreement and to require the Employee to repay to the Company any such payments and benefits that already have been provided as running of the time the Company learns of Employee’s breach of this Section 10.
10.1.3 The right and remedy and to require the Employee to account for and pay over to the Company all compensation, profits, monies, accruals, increments or other benefits (collectively "Benefits") derived or received Restricted Period will be extended by the Employee as the result of any transactions constituting a breach of any of the provisions of the preceding paragraph, and the Employee hereby agrees to account for and pay over such Benefits to the Company. Each of the rights and remedies enumerated above shall be independent of the other, and shall be severally enforceable, and all of such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company under law or in equity.
10.2 If any of the covenants contained in Section 8, 9 or 10, or any part thereof, is hereafter construed to be invalid or unenforceable, the same shall not affect the remainder of the covenant or covenants, time during which shall be given full effect without regard to the invalid portions.
10.3 If any of the covenants contained in Section 8, 9 or 10, or any part thereof, is held to be unenforceable because of the duration of such provision or the area covered thereby, the parties agree that the court making such determination shall have the power to reduce the duration and/or area of such provision and, in its reduced form, such provision shall then be enforceable.
10.4 The parties hereto intend to and hereby confer jurisdiction to enforce the covenants contained in Sections 8, 9 and 10 upon the courts of any state within the geographical scope of such covenants. In the event that the courts of any one or more of such states shall hold any such covenant wholly unenforceable by reason of the breadth of such scope or otherwise, it is the intention of the parties hereto that such determination not bar or in any way affect the Company's right to the relief provided above in the courts of any other states within the geographical scope of such covenants, as to breaches of such covenants I engage in such other respective jurisdictions, the above covenants as they relate to each state being, for this purpose, severable into diverse and independent covenantsviolation(s).
10.5 The covenants in Sections 8, 9, and 10 are conditions of Employee’s continued employment with the Company, and they are not tied to Employee’s performance of any particular position, role or job; therefore, the covenants in Sections 8, 9, and 10 shall survive any change in Employee’s position, title, compensation, benefits, role, or responsibilities and shall remain in full force and effect following any such change. By continuing in the Company’s employ, Employee continually re-affirms the intention to be bound by these ongoing covenants.
Appears in 1 contract
Non-Competition and Non-Solicitation. You acknowledge that the Company has invested substantial time, money and resources in the development and retention of its Inventions, Confidential Information (including trade secrets), customers, accounts and business partners, and further acknowledges that during the course of the your services for the Company you have had and will have access to the Company's Inventions and Confidential Information (including trade secrets), and will be introduced to existing and prospective customers, accounts and business partners of the Company. You acknowledge and agree that any and all "goodwill" associated with any existing or prospective customer, account or business partner belongs exclusively to the Company, including, but not limited to, any goodwill created as a result of direct or indirect contacts or relationships between you and any existing or prospective customers, accounts or business partners. Additionally, the parties acknowledge and agree that you possess skills that are special, unique or extraordinary and that the value of the Company depends upon your use of such skills on its behalf. In recognition of this, you covenant and agree that:
(a) During the Term and for a period of one year following six (6) months thereafter, you may not, without the date prior written consent of termination of Employee’s employment with the Company and/or the termination of this AgreementBoard (whether as an employee, for any reason and whether voluntary or involuntary: (a) the Employee shall not in the United States agent, servant, owner, partner, consultant, independent contractor, representative, stockholder or in any country in which other capacity whatsoever): (i) conduct any business with any customer of the Company on behalf of any entity or person other than the Company (including yourself) if such business is competitive with the products or services offered by the Company, or (ii) perform any work competitive in any way with the products or services offered or planned to be brought to market by the Company during the Term or within one (1) year thereafter, on behalf of any entity or person other than the Company (including yourself), provided that nothing herein shall then be doing businessprohibit you from owning up to 5% of the securities of any company or venture fund, mutual fund or other similar investment vehicle as to which you do not control or influence investment decisions, and provided that nothing herein shall prohibit you from making other personal investments that otherwise might violate this sub-Section with the prior approval of the Board.
(b) During the Term and for a period of six (6) months thereafter, you may not entice, solicit or encourage any Company employee to leave the employ of the Company or any independent contractor to sever its engagement with the Company, absent prior written consent to do so from the Board.
(c) During the Term and for a period of six (6) months thereafter, you may not, directly or indirectly, enter the employ ofentice, solicit or render encourage any services to, any person, firm customer or corporation engaged in any business that is competitive with the business prospective customer of the Company or of any of its subsidiaries or affiliates of which to cease doing business with the Employee may become an employee or officer during the Term; Employee shall not engage in such business on Employee’s own account; and Employee shall not become interested in any such business, directly or indirectly, as an individual, partner, shareholder, director, officer, principal, agent, employee, trustee, consultantCompany, or any other reduce its relationship or capacity; provided, however, that nothing contained in this Section 10 shall be deemed to prohibit the Employee from acquiring, solely as an investment, shares of capital stock of any public corporation; (b) neither the Employee nor any Affiliate of the Employee shall solicit or utilize, or assist any person in any way to solicit or utilize, the services, directly or indirectly, of any of the Company's directors, key advisors, officers or employees (collectively, "Associates of the Company"). This non-solicitation and non-utilization provision shall not apply to Associates of with the Company who have previously terminated their or refrain from establishing or expanding a relationship with the Company. The above covenants will apply to the Employee▇▇▇▇▇▇▇▇.▇▇▇, regardless of the circumstances under which the employment ends or this Agreement is terminated.
10.1 If the Employee commits a breach, or threatens to commit a breach, of any of the provisions of this Section 10, the Company shall have the following rights and remedies:
10.1.1 The right and remedy to have the provisions of this Agreement specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to the Company and that money damages shall not provide an adequate remedy to the Company; and
10.1.2 The right and remedy immediately to cease providing the salary continuation payments and other benefits under Sections 6.1 and 6.2 of this Agreement and to require the Employee to repay to the Company any such payments and benefits that already have been provided as of the time the Company learns of Employee’s breach of this Section 10.
10.1.3 The right and remedy and to require the Employee to account for and pay over to the Company all compensation, profits, monies, accruals, increments or other benefits (collectively "Benefits") derived or received by the Employee as the result of any transactions constituting a breach of any of the provisions of the preceding paragraph, and the Employee hereby agrees to account for and pay over such Benefits to the Company. Each of the rights and remedies enumerated above shall be independent of the other, and shall be severally enforceable, and all of such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company under law or in equity.
10.2 If any of the covenants contained in Section 8, 9 or 10, or any part thereof, is hereafter construed to be invalid or unenforceable, the same shall not affect the remainder of the covenant or covenants, which shall be given full effect without regard to the invalid portions.
10.3 If any of the covenants contained in Section 8, 9 or 10, or any part thereof, is held to be unenforceable because of the duration of such provision or the area covered thereby, the parties agree that the court making such determination shall have the power to reduce the duration and/or area of such provision and, in its reduced form, such provision shall then be enforceable.
10.4 The parties hereto intend to and hereby confer jurisdiction to enforce the covenants contained in Sections 8, 9 and 10 upon the courts of any state within the geographical scope of such covenants. In the event that the courts of any one or more of such states shall hold any such covenant wholly unenforceable by reason of the breadth of such scope or otherwise, it is the intention of the parties hereto that such determination not bar or in any way affect the Company's right to the relief provided above in the courts of any other states within the geographical scope of such covenants, as to breaches of such covenants in such other respective jurisdictions, the above covenants as they relate to each state being, for this purpose, severable into diverse and independent covenants.
10.5 The covenants in Sections 8, 9, and 10 are conditions of Employee’s continued employment with the Company, and they are not tied to Employee’s performance of any particular position, role or job; therefore, the covenants in Sections 8, 9, and 10 shall survive any change in Employee’s position, title, compensation, benefits, role, or responsibilities and shall remain in full force and effect following any such change. By continuing in the Company’s employ, Employee continually re-affirms the intention to be bound by these ongoing covenants.Inc ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Appears in 1 contract
Non-Competition and Non-Solicitation. During the Term and 1.1 Hyundai agrees that for a period of one year following three years beginning on the date later to occur of termination of Employee’s employment the IP Closing Date and the Asset Closing Date, it shall not directly or through any wholly-owned subsidiary (other than Maxtor), in any capacity, engage or participate in, the DVD-ROM, CD-R, CD-RW and DVD-RAM businesses or render advisory or consulting or other services in connection with any Competing Business in the Company and/or the termination United States, Canada, Europe or China. For purposes of this Agreement, "Competing Business" shall be defined as any business and any branch, office or operation thereof, which competes in whole or in part with the DVD-ROM, CD-R, CD-RW and DVD-RAM business of DVS, its subsidiaries and its affiliates, including, without limitation, DVS-Korea (collectively, the "Company").
1. right to control or influence the policy decisions of any Competing Business, and (b) such investment constitutes an ownership interest of less than 5% of any such Competing Business.
1.3 Hyundai agrees that for any reason a period of three years beginning on the later of the IP Closing Date and whether voluntary the Asset Closing Date, Hyundai shall not, directly or involuntary: indirectly (a) the Employee shall not in the United States encourage any employee, supplier or in any country in which the Company shall then be doing business, directly or indirectly, enter the employ of, or render any services to, any person, firm or corporation engaged in any business that is competitive with the business customer of the Company or of any of its subsidiaries successors in interest to end his or affiliates of which the Employee may become an employee its employment or officer during the Term; Employee shall not engage in such business on Employee’s own account; and Employee shall not become interested in any such business, directly supplier or indirectlycustomer relationship, as the case may be, with the Company or any of its successors in interest, (b) employ, hire, solicit or cause to be employed, hired or solicited (other than by the Company or any of its successors in interest), or encourage others to employ or hire any person who within three years prior thereto was employed by the Company or its successors in interest, or (c) establish a business with, or encourage others to establish a business with, any person who within three years prior thereto was an individual, partner, shareholder, director, officer, principal, agent, employee, trustee, consultantsupplier or customer of the Company, or any other relationship or capacity; providedof its successors in interest.
1.4 If the Transaction is not consummated, however, that nothing contained in this Section 10 shall be deemed to prohibit the Employee from acquiring, solely as an investment, shares of capital stock of any public corporation; (b) neither the Employee nor any Affiliate of the Employee shall solicit or utilize, or assist any person in any way to solicit or utilize, the services, directly or indirectly, of any of the Company's directors, key advisors, officers or employees (collectively, "Associates of the Company"). This non-solicitation and non-utilization provision shall not apply to Associates of the Company who have previously terminated their relationship with the Company. The above covenants will apply to the Employee, regardless of the circumstances under which the employment ends or this Agreement is terminated.
10.1 If the Employee commits a breach, or threatens to commit a breach, of any of the provisions of this Section 10, the Company shall have the following rights and remedies:
10.1.1 The right and remedy to have the provisions of this Agreement specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to the Company and that money damages shall not provide an adequate remedy to the Company; and
10.1.2 The right and remedy immediately to cease providing the salary continuation payments and other benefits under Sections 6.1 and 6.2 of this Agreement and to require the Employee to repay to the Company any such payments and benefits that already have been provided as of the time the Company learns of Employee’s breach of this Section 10.
10.1.3 The right and remedy and to require the Employee to account for and pay over to the Company all compensation, profits, monies, accruals, increments or other benefits (collectively "Benefits") derived or received by the Employee as the result of any transactions constituting a breach of any of the provisions of the preceding paragraph, and the Employee hereby agrees to account for and pay over such Benefits to the Company. Each of the rights and remedies enumerated above shall be independent of the other, terminate and shall be severally enforceablewithout further force and effect, and all of such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company under law or in equity.
10.2 If any of the covenants contained in Section 8, 9 or 10, or any part thereof, is hereafter construed to be invalid or unenforceable, the same shall not affect the remainder of the covenant or covenants, which shall be given full effect without regard to the invalid portions.
10.3 If any of the covenants contained in Section 8, 9 or 10, or any part thereof, is held to be unenforceable because of the duration of such provision or the area covered thereby, the parties agree that the court making such determination shall have the power to reduce the duration and/or area of such provision and, in its reduced form, such provision shall then be enforceable.
10.4 The parties hereto intend to and hereby confer jurisdiction to enforce the covenants contained in Sections 8, 9 and 10 upon the courts of any state within the geographical scope of such covenants. In the event that the courts of any one or more of such states shall hold any such covenant wholly unenforceable by reason of the breadth of such scope or otherwise, it is the intention none of the parties hereto that such determination not bar or in shall have any way affect the Company's right to the relief provided above in the courts further obligation of any other states within the geographical scope of such covenants, as to breaches of such covenants nature or kind whatsoever in such other respective jurisdictions, the above covenants as they relate to each state being, for connection with this purpose, severable into diverse and independent covenantsAgreement.
10.5 The covenants in Sections 8, 9, and 10 are conditions of Employee’s continued employment with the Company, and they are not tied to Employee’s performance of any particular position, role or job; therefore, the covenants in Sections 8, 9, and 10 shall survive any change in Employee’s position, title, compensation, benefits, role, or responsibilities and shall remain in full force and effect following any such change. By continuing in the Company’s employ, Employee continually re-affirms the intention to be bound by these ongoing covenants.
Appears in 1 contract
Sources: Non Competition Agreement (Digital Video Systems Inc)
Non-Competition and Non-Solicitation. During the Term and for a period of one year following the date of termination of Employee’s employment with the Company and/or the termination of this Agreement, or nonrenewal for any reason and whether voluntary or involuntary: (other than termination pursuant to Section 5.1(a)): (a) the Employee shall not in the United States or in any country in which the Company Employer shall then be doing business, directly or indirectly, enter the employ of, or render any services to, any person, firm or corporation engaged in any business that is directly competitive with the business of the Company or of any of its subsidiaries or affiliates of which the Employee may become an employee or officer during the Term; Employee he shall not engage in such business on Employee’s his own account; and Employee he shall not become interested in any such business, directly or indirectly, as an individual, partner, shareholder, director, officer, principal, agent, employee, trustee, consultant, or any other relationship or capacity; provided, however, that nothing contained in this Section 10 shall be deemed to prohibit the Employee from acquiring, solely as an investment, shares of capital stock of any public corporation; (b) neither b)neither the Employee nor any Affiliate of the Employee shall solicit or utilize, or assist any person in any way to solicit or utilize, the services, directly or indirectly, of any of the Company's directors, key advisorsconsultants, members of the Board of Scientific and Medical Advisors, officers or employees (collectively, "Associates of the Company"). This non-solicitation nonsolicitation and non-utilization nonutilization provision shall not apply to Associates of the Company who have previously terminated their relationship with the Company. The above covenants will apply to the Employee, regardless of the circumstances under which the employment ends or this Agreement is terminated.
10.1 If the Employee commits a breach, or threatens to commit a breach, of any of the provisions of this Section 10, the Company shall have the following rights and remedies:
10.1.1 The right and remedy to have the provisions of this Agreement specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to the Company and that money damages shall not provide an adequate remedy to the Company; and
10.1.2 The right and remedy immediately to cease providing the salary continuation payments and other benefits under Sections 6.1 and 6.2 of this Agreement and to require the Employee to repay to the Company any such payments and benefits that already have been provided as of the time the Company learns of Employee’s breach of this Section 10.
10.1.3 The right and remedy and to require the Employee to account for and pay over to the Company all compensation, profits, monies, accruals, increments or other benefits (collectively "Benefits") derived or received by the Employee as the result of any transactions constituting a breach of any of the provisions of the preceding paragraph, and the Employee hereby agrees to account for and pay over such Benefits to the Company. Each of the rights and remedies enumerated above shall be independent of the other, and shall be severally enforceable, and all of such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company under law or in equity.
10.2 If any of the covenants contained in Section 8, 9 or 10, or any part thereof, is hereafter construed to be invalid or unenforceable, the same shall not affect the remainder of the covenant or covenants, which shall be given full effect without regard to the invalid portions.
10.3 If any of the covenants contained in Section 8, 9 or 10, or any part thereof, is held to be unenforceable because of the duration of such provision or the area covered thereby, the parties agree that the court making such determination shall have the power to reduce the duration and/or area of such provision and, in its reduced form, such provision shall then be enforceable.
10.4 The parties hereto intend to and hereby confer jurisdiction to enforce the covenants contained in Sections 8, 9 and 10 upon the courts of any state within the geographical scope of such covenants. In the event that the courts of any one or more of such states shall hold any such covenant wholly unenforceable by reason of the breadth of such scope or otherwise, it is the intention of the parties hereto that such determination not bar or in any way affect the Company's right to the relief provided above in the courts of any other states within the geographical scope of such covenants, as to breaches of such covenants in such other respective jurisdictions, the above covenants as they relate to each state being, for this purpose, severable into diverse and independent covenants.
10.5 The covenants in Sections 8, 9, and 10 are conditions of Employee’s continued employment with the Company, and they are not tied to Employee’s performance of any particular position, role or job; therefore, the covenants in Sections 8, 9, and 10 shall survive any change in Employee’s position, title, compensation, benefits, role, or responsibilities and shall remain in full force and effect following any such change. By continuing in the Company’s employ, Employee continually re-affirms the intention to be bound by these ongoing covenants.
Appears in 1 contract
Sources: Executive Employment Agreement (Ariad Pharmaceuticals Inc)
Non-Competition and Non-Solicitation. During (a) The Company agrees that, without the Term and prior written consent of Buyer, for a period of one year five (5) years immediately following the date of termination of Employee’s employment Closing Date, the Company will not, (i) directly or indirectly distribute and sell asset tracking hardware in competition with the Company and/or Business; or (ii) solicit for sale of asset tracking hardware (only) any person or entity that is a customer of the termination Business as of this Agreement, for the Closing Date or any reason and whether voluntary person or involuntary: (a) entity that was a customer of the Employee shall not Business in the United States or in any country in which one-year period immediately prior to the Company shall then be doing business, directly or indirectly, enter the employ of, or render any services to, any person, firm or corporation engaged in any business that is competitive with the business of the Company or of any of its subsidiaries or affiliates of which the Employee may become an employee or officer during the Term; Employee shall not engage in such business on Employee’s own account; and Employee shall not become interested in any such business, directly or indirectly, as an individual, partner, shareholder, director, officer, principal, agent, employee, trustee, consultant, or any other relationship or capacityClosing Date; provided, however, that nothing contained in this Section 10 herein shall be deemed to prohibit the Employee Company from acquiring(x) distributing or selling products (including hardware) as part of a Bundled Solution), solely (y) distributing or selling products that are not in competition with the Business (as an investment, shares of capital stock of conducted on the date hereof) or (z) soliciting in connection with the activities contemplated by clause (x) or clause (y) any public corporation; person or entity that purchased the Company’s asset tracking software or services (whether alone or in connection with hardware) at any time on or prior to the Closing Date.
(b) neither For a period of five (5) years following the Employee nor any Affiliate of the Employee shall solicit or utilize, or assist any person in any way to solicit or utilizeClosing, the servicesCompany shall not, directly and shall cause its Persons who act at the request of or indirectly, of any of otherwise to the Company's directors, key advisors, officers or employees (collectively, "Associates of the Company"). This non-solicitation and non-utilization provision shall not apply to Associates benefit of the Company who have previously terminated their relationship in connection with the Companyrecruitment, retention or hiring of employees not to, solicit or recruit any Business Group Employees. The above covenants will apply foregoing shall not prohibit (i) a general solicitation to the public of general advertising or similar methods of solicitation not specifically directed at Business Group Employees or (ii) the Company from soliciting, recruiting or hiring any Business Group Employee who has ceased to be employed or retained by the Buyer (or who never becomes a Transferred Employee, regardless of the circumstances under which the employment ends or this Agreement is terminated).
10.1 If (c) The Company acknowledges that since the Employee commits a breachBusiness involves technology that is used in products sold throughout the world, or threatens to commit a breachBuyer shall receive non-competition protection for the activities as defined in Section 5.4(a) worldwide.
(d) If, at the time of enforcement of any of the provisions of this Section 105.4 a court holds that the restrictions stated herein are unreasonable under the circumstances then existing or are otherwise illegal, invalid or unenforceable in any respect by reason of its duration, definition of geographic area or scope of activity, or any other reason, the parties hereto agree that the maximum period, scope or geographical area reasonable or otherwise enforceable under such circumstances shall be substituted for the stated period, scope or area.
(e) The Company shall have acknowledges that: (i) the following rights covenants and remedies:
10.1.1 The right the restrictions contained in this Section are necessary, fundamental, and remedy to have required for the provisions of this Agreement specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to the Company and that money damages shall not provide an adequate remedy to the Company; and
10.1.2 The right and remedy immediately to cease providing the salary continuation payments and other benefits under Sections 6.1 and 6.2 of this Agreement and to require the Employee to repay to the Company any such payments and benefits that already have been provided as protection of the time goodwill of the Company learns Business purchased by Buyer; (ii) such covenants relate to matters which are of Employee’s breach a special, unique, and extraordinary character that gives each of this Section 10.
10.1.3 The right such covenants a special, unique, and remedy extraordinary value; and to require the Employee to account for and pay over to the Company all compensation, profits, monies, accruals, increments or other benefits (collectively "Benefits"iii) derived or received by the Employee as the result of any transactions constituting a breach of any of the provisions of the preceding paragraphsuch covenants may result in irreparable harm and damages to Buyer which cannot be adequately compensated by a monetary award. Accordingly, and the Employee hereby agrees to account for and pay over such Benefits to the Company. Each of the rights and remedies enumerated above shall be independent of the other, and shall be severally enforceable, and all of such rights and remedies shall be it is expressly agreed that in addition to, and not in lieu of, any to all other rights and remedies available to the Company under at law or in equity.
10.2 If , Buyer shall be entitled to seek the immediate remedy of a temporary restraining order, preliminary injunction, or such other form of injunctive or equitable relief as may be used by any court of competent jurisdiction to restrain or enjoin any of the covenants contained in Section 8, 9 or 10, or parties hereto from breaching any part thereof, is hereafter construed to be invalid or unenforceable, the same shall not affect the remainder of the such covenant or covenants, which shall be given full effect without regard provision or to specifically enforce the provisions hereof.
(f) Notwithstanding anything herein to the invalid portions.
10.3 If any of the covenants contained in Section 8, 9 or 10, or any part thereof, is held to be unenforceable because of the duration of such provision or the area covered thereby, the parties agree that the court making such determination shall have the power to reduce the duration and/or area of such provision andcontrary, in its reduced form, such provision shall then be enforceable.
10.4 The parties hereto intend to and hereby confer jurisdiction to enforce the covenants contained in Sections 8, 9 and 10 upon the courts of any state within the geographical scope of such covenants. In the event that the courts of any Company or one or more of such states shall hold any such covenant wholly unenforceable its business units is acquired (including by reason merger, operation of the breadth of such scope law or otherwise) directly or indirectly by any Person or group of Persons (such an acquiring Person, it is a “Successor”), nothing in this Agreement shall prohibit any Successor from continuing to operate (including to expand) any business operated by such Successor on or prior to the intention date such Successor acquired the Company (or any of the parties hereto its business unit(s)); provided that such determination Successor may not bar use the Company Retained IP Rights or in any way affect the Company's right to the relief provided above in the courts of any other states within the geographical scope of such covenants, as to breaches of such covenants in such other respective jurisdictions, the above covenants as they relate to each state being, for this purpose, severable into diverse and independent covenants.
10.5 The covenants in Sections 8, 9, and 10 are conditions of Employee’s continued employment Intellectual Property rights associated with the Company, and they are not tied to Employee’s performance Qtanium family of any particular position, role or job; therefore, the covenants products otherwise in Sections 8, 9, and 10 shall survive any change in Employee’s position, title, compensation, benefits, role, or responsibilities and shall remain in full force and effect following any such change. By continuing in the Company’s employ, Employee continually re-affirms the intention to be bound by these ongoing covenantsviolation of this Section 5.4.
Appears in 1 contract
Non-Competition and Non-Solicitation. During the Term Employee’s employment with the Company and for a period of one (1) year following the date of termination of Employee’s employment with the Company and/or the termination of this Agreement, for any reason and whether voluntary or involuntaryTermination Date: (a) the Employee shall not in the United States or in any country in which the Company shall then be doing business, directly or indirectly, enter the employ of, or render any services to, any person, firm or corporation engaged in any business that is competitive Competing with the business of the Company or of any of its subsidiaries Subsidiaries or affiliates Affiliates of which the Employee may become an employee or officer during the TermEmployee’s employment with the Company; Employee shall not engage in such business on Employee’s own account; and Employee shall not become interested in any such business, directly or indirectly, as an individual, partner, shareholder, director, officer, principal, agent, employee, trustee, consultant, or any other relationship or capacity; provided, however, that nothing contained in this Section 10 9 shall be deemed to prohibit the Employee from acquiring, solely as an investment, up to two percent (2%) of the shares of capital stock of any Competing public corporationcorporation or from being employed by or associated with (including serving as a consultant to) a subsidiary, division, department, unit or affiliate (each, a “Unit”) of an entity if that Unit is not engaged in any business which is Competing with the business of the Company, irrespective of whether some other Unit of such entity engages in such competition; and (b) neither the Employee nor any Affiliate of the Employee shall solicit or utilize, or assist any person in any way to solicit or utilize, the servicesnot, directly or indirectly, of solicit, entice or persuade, or attempt to solicit, entice or persuade, any of the Company's directors, key advisors, officers or employees of or consultants to the Company (collectively, "“Associates of the Company")”) to leave the services of the Company for any reason. This non-solicitation and non-utilization provision shall not apply to Associates of the Company who have previously terminated their relationship with the Company. The above covenants will apply to the Employee, regardless of the circumstances under which the employment ends or this Agreement is terminatedends.
10.1 9.1 If the Employee commits a breach, or threatens to commit a breach, of any of the provisions of this Section 109, the Company shall have the following rights and remedies:
10.1.1 9.1.1 The right and remedy to have the provisions of this Agreement specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to the Company and that money damages shall not provide an adequate remedy to the Company; and
10.1.2 9.1.2 The right and remedy immediately to cease providing the salary continuation payments and other benefits under Sections 6.1 and 6.2 of this Agreement and to require the Employee to repay to the Company any such payments and benefits that already have been provided as of the time the Company learns of Employee’s breach of this Section 109.
10.1.3 9.1.3 The right and remedy and to require the Employee to account for and pay over to the Company all compensation, profits, monies, accruals, increments or other benefits (collectively "“Benefits"”) derived or received by the Employee as the result of any transactions constituting a breach of any of the provisions of the preceding paragraph, and the Employee hereby agrees to account for and pay over such Benefits to the Company.
9.1.4 The one (1) year post-termination restriction period shall be tolled during any period of such breach or threatened breach. Each of the rights and remedies enumerated above shall be independent of the other, and shall be severally enforceable, and all of such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company under law or in equity.
10.2 9.2 If any of the covenants contained in Section 87, 9 8 or 109, or any part thereof, is hereafter construed to be invalid or unenforceable, the same shall not affect the remainder of the covenant or covenants, which shall be given full effect without regard to the invalid portions.
10.3 9.3 If any of the covenants contained in Section 87, 9 8 or 109, or any part thereof, is held to be unenforceable because of the duration of such provision or the area covered thereby, the parties agree that the court making such determination shall have the power to reduce the duration and/or area of such provision and, in its reduced form, such provision shall then be enforceable.
10.4 The parties hereto intend to and hereby confer jurisdiction to enforce the covenants contained in Sections 8, 9 and 10 upon the courts of any state within the geographical scope of such covenants. In the event that the courts of any one or more of such states shall hold any such covenant wholly unenforceable by reason of the breadth of such scope or otherwise, it is the intention of the parties hereto that such determination not bar or in any way affect the Company's right to the relief provided above in the courts of any other states within the geographical scope of such covenants, as to breaches of such covenants in such other respective jurisdictions, the above covenants as they relate to each state being, for this purpose, severable into diverse and independent covenants.
10.5 9.4 The covenants in Sections 7, 8, 9, and 10 9 are conditions of Employee’s continued employment with the Company, and they are not tied to Employee’s performance of any particular position, role or job; therefore, the covenants in Sections 7, 8, 9, and 10 9 shall survive any change in Employee’s position, title, compensation, benefits, role, or responsibilities and shall remain in full force and effect following any such change. By continuing in the Company’s employ, Employee continually re-affirms the intention to be bound by these ongoing covenants.
Appears in 1 contract
Sources: Executive Employment Agreement (Ariad Pharmaceuticals Inc)
Non-Competition and Non-Solicitation. During (a) Beginning on the Term Closing and for a period of one year following five (5) years thereafter, the date of termination of Employee’s employment with Founder and the Company and/or the termination of this AgreementSellers shall not, for and shall cause their respective Affiliates not to, directly or indirectly (including through any reason and whether voluntary Affiliate or involuntary: (a) the Employee shall not other Person, by Contract or otherwise), own any interest in, control, manage, direct or operate any business that engages in a Competing Activity in the United States States, Canada or in any country other jurisdiction in which the Company Group has operations or conducts business as of the Closing Date; provided, that the foregoing shall then not in any manner restrict or be doing businessotherwise deemed to limit (i) the Founder, Sellers or any of their respective Affiliates from acquiring, holding of investments or direct or indirect ownership of any Equity Interests in any Person engaged in a Competing Activity, so long as (x) such ownership interest represents not more than five (5) percent of the aggregate voting power or outstanding Equity Interests of such Person, and (y) the Founder, the applicable Seller or Affiliate (including through any Affiliate or other Person) does not directly or indirectly control, manage, direct or operate the business of such Person, (ii) purchasing goods or services as a consumer from any business engaged in a Competing Activity, or (iii) for the avoidance of doubt, the provision of insurance to aircraft and other participants in the aviation industry.
(b) Beginning on the Closing and for a period of five (5) years thereafter, (i) the Founder and the Sellers shall not, and shall cause any Affiliates not to, without the prior written consent of Buyer, directly or indirectlyindirectly (including through any Affiliate or other Person, enter the employ ofby Contract or otherwise), solicit to employ, engage or render hire (whether as an officer, employee, consultant or other independent contractor or otherwise) any services todirector, any person, firm manager or corporation engaged in any business that is competitive with the business officer of the Company Group as of the Closing, or of knowingly encourage, aid or induce any of its subsidiaries or affiliates of which the Employee may become an employee director, manager or officer during of the Term; Employee shall not engage in such business on Employee’s own account; and Employee shall not become interested in any such business, directly Company Group to leave his or indirectly, as an individual, partner, shareholder, director, officer, principal, agent, employee, trustee, consultant, or any other relationship or capacityher employment; provided, however, that nothing the restrictions of this Section 8.9(b) shall not apply to (i) any general advertisement or any search firm engagement which, in any such case, is not directed, targeted or focused on any such director, manager or officer of the Company Group, or (ii) the solicitation or hiring of any director, manager or officer of the Company Group who (A) following the Closing Date, voluntarily resigns as a director, manager or officer of the Company Group at least six (6) months prior to the date of the applicable solicitation or hiring, or (B) is terminated by the Company Group at any time following the Closing Date;
(c) Beginning on the Closing and for a period of five (5) years thereafter, the Founder and the Sellers shall not, and shall cause its Affiliates not to, without the prior written consent of Buyer, directly or indirectly (including through any Affiliate or other Person, by Contract or otherwise), solicit, divert, encourage, or knowingly entice, induce or take away any customer, supplier, or other Person having material business relations with the Company Group as of the Closing Date (each, a “Restricted Party”) for the purpose of (i) competing with the Company Group in a Competing Activity, or (ii) influencing any Restricted Party to cease using the services of, or providing services or products to, the Company Group.
(d) The Founder and each Seller has independently consulted with its counsel and after such consultation acknowledges and agrees that the geographic scope, scope of activity restrictions, and duration of the covenants contained in this Section 10 shall be deemed 8.9 are the result of arm’s length negotiations between sophisticated parties, are fair and reasonable, do not impose any greater restraint than is necessary to prohibit protect the Employee from acquiring, solely as an investment, shares legitimate business interests of capital stock of any public corporation; (b) neither Buyer. It is the Employee nor any Affiliate desire and intent of the Employee shall solicit or utilize, or assist any person in any way to solicit or utilize, the services, directly or indirectly, of any of the Company's directors, key advisors, officers or employees (collectively, "Associates of the Company"). This non-solicitation and non-utilization provision shall not apply to Associates of the Company who have previously terminated their relationship with the Company. The above covenants will apply to the Employee, regardless of the circumstances under which the employment ends or this Agreement is terminated.
10.1 If the Employee commits a breach, or threatens to commit a breach, of any of Parties that the provisions of this Section 108.9 be enforced to the fullest extent permitted under applicable Law, the Company and each Party acknowledges that this Section 8.9 is enforceable in all respects. Nonetheless, if any provision set forth in this Section 8.9 is invalid, illegal or incapable of being enforced by any Law or public policy, such invalidity, illegality or unenforceability shall have the following rights and remedies:
10.1.1 The right and remedy to have the not affect any other provisions of this Agreement specifically enforced by any court having equity jurisdictionSection 8.9, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to the Company and that money damages shall not provide an adequate remedy to the Company; and
10.1.2 The right and remedy immediately to cease providing the salary continuation payments and other benefits under Sections 6.1 and 6.2 of this Agreement and to require the Employee to repay to the Company any such payments and benefits that already have been provided as of the time the Company learns of Employee’s breach of but this Section 10.
10.1.3 The right and remedy and to require the Employee to account for and pay over to the Company all compensation, profits, monies, accruals, increments or other benefits (collectively "Benefits") derived or received by the Employee as the result of any transactions constituting a breach of any of the provisions of the preceding paragraph, and the Employee hereby agrees to account for and pay over such Benefits to the Company. Each of the rights and remedies enumerated above 8.9 shall be independent of the otherconstrued as if such invalid, and shall be severally enforceable, and all of such rights and remedies shall be illegal or unenforceable provision had never been set forth in addition to, and not in lieu of, any other rights and remedies available to the Company under law or in equity.
10.2 If any of the covenants contained in this Section 8, 9 or 10, or any part thereof, is hereafter construed to be invalid or unenforceable, the same shall not affect the remainder of the covenant or covenants, which shall be given full effect without regard to the invalid portions.
10.3 If any of the covenants contained in Section 8, 9 or 10, or any part thereof, is held to be unenforceable because of the duration of such provision or the area covered thereby, the parties agree that the court making such determination shall have the power to reduce the duration and/or area of such provision and, in its reduced form, such provision shall then be enforceable.
10.4 The parties hereto intend to and hereby confer jurisdiction to enforce the covenants contained in Sections 8, 9 and 10 upon the courts of any state within the geographical scope of such covenants8.9. In the event that the courts of any one or more of such states shall hold any such covenant wholly unenforceable by reason of the breadth of such scope or otherwise, it It is the intention of the parties hereto Parties that such determination if any of the restrictions or covenants contained in this Section 8.9 is held to cover a geographic area or to be for a length of time which is not bar permitted by applicable Law, or in any way affect the Company's right construed to be too broad or to any extent invalid, such provision shall not be construed to be null, void and of no effect, but to the relief provided above extent such provision would be valid or enforceable under applicable Law, a court of competent jurisdiction shall construe and interpret or reform this Section 8.9 to provide for a covenant having the maximum enforceable geographic area, time period and other provisions, in the courts of any other states within the geographical scope of such covenantseach case not greater than those contained in this Section 8.9, as shall be valid and enforceable to breaches of the fullest extent permitted under such covenants in such other respective jurisdictions, the above covenants as they relate to each state being, for this purpose, severable into diverse and independent covenantsapplicable Law.
10.5 The covenants in Sections 8, 9, and 10 are conditions of Employee’s continued employment with the Company, and they are not tied to Employee’s performance of any particular position, role or job; therefore, the covenants in Sections 8, 9, and 10 shall survive any change in Employee’s position, title, compensation, benefits, role, or responsibilities and shall remain in full force and effect following any such change. By continuing in the Company’s employ, Employee continually re-affirms the intention to be bound by these ongoing covenants.
Appears in 1 contract
Sources: Purchase Agreement (Gogo Inc.)
Non-Competition and Non-Solicitation. During the Term and for a period of one year six (6) months following the date of termination of Employee’s employment with the Company and/or the expiration or termination of this Agreement, for any reason and whether voluntary or involuntary: :
(a) the Employee Consultant shall not in the United States or in any country in which the Company shall then be doing business, directly or indirectly, enter the employ of, or render any services to, any person, firm or corporation engaged in any business that is competitive with the business of the Company or of any of its subsidiaries or affiliates of which the Employee may become an employee or officer during the Termaffiliates; Employee he shall not engage in such business on Employee’s his own account; and Employee he shall not become interested in any such business, directly or indirectly, as an individual, partner, shareholder, director, officer, principal, agent, employee, trustee, consultant, or any other relationship or capacity; provided, however, that nothing contained in this Section 10 7 shall be deemed to prohibit the Employee Consultant from acquiring, solely as an investment, shares of capital stock of any public corporation; (b) neither the Employee Consultant nor any Affiliate of the Employee Consultant shall solicit or utilize, or assist any person in any way to solicit or utilize, the services, directly or indirectly, of any of the Company's directors, key advisorsconsultants, members of the Board of Scientific and Medical Advisors, officers or employees (collectively, "Associates of the Company"). This non-solicitation and non-utilization provision shall not apply to Associates of the Company who have previously terminated their relationship with the Company. The above covenants will apply to the Employee, regardless of the circumstances under which the employment ends or this Agreement is terminated.
10.1 7.1 If the Employee Consultant commits a breach, or threatens to commit a breach, of any of the provisions of this Section 107, the Company shall have the following rights and remedies:
10.1.1 7.1.1 The right and remedy to have the provisions of this Agreement specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to the Company and that money damages shall not provide an adequate remedy to the Company; and.
10.1.2 7.1.2 The right and remedy immediately to cease providing the salary continuation payments and other benefits under Sections 6.1 and 6.2 of this Agreement and to require the Employee to repay to the Company any such payments and benefits that already have been provided as of the time the Company learns of Employee’s breach of this Section 10.
10.1.3 The right and remedy and to require the Employee Consultant to account for and pay over to the Company all compensation, profits, monies, accruals, increments or other benefits (collectively "Benefits") derived or received by the Employee Consultant as the result of any transactions constituting a breach of any of the provisions of the preceding paragraph, and the Employee Consultant hereby agrees to account for and pay over such Benefits to the Company. Each of the rights and remedies enumerated above shall be independent of the other, and shall be severally enforceable, and all of such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company under law or in equity.
10.2 If any of the covenants contained in Section 8, 9 or 10, or any part thereof, is hereafter construed to be invalid or unenforceable, the same shall not affect the remainder of the covenant or covenants, which shall be given full effect without regard to the invalid portions.
10.3 If any of the covenants contained in Section 8, 9 or 10, or any part thereof, is held to be unenforceable because of the duration of such provision or the area covered thereby, the parties agree that the court making such determination shall have the power to reduce the duration and/or area of such provision and, in its reduced form, such provision shall then be enforceable.
10.4 The parties hereto intend to and hereby confer jurisdiction to enforce the covenants contained in Sections 8, 9 and 10 upon the courts of any state within the geographical scope of such covenants. In the event that the courts of any one or more of such states shall hold any such covenant wholly unenforceable by reason of the breadth of such scope or otherwise, it is the intention of the parties hereto that such determination not bar or in any way affect the Company's right to the relief provided above in the courts of any other states within the geographical scope of such covenants, as to breaches of such covenants in such other respective jurisdictions, the above covenants as they relate to each state being, for this purpose, severable into diverse and independent covenants.
10.5 The covenants in Sections 8, 9, and 10 are conditions of Employee’s continued employment with the Company, and they are not tied to Employee’s performance of any particular position, role or job; therefore, the covenants in Sections 8, 9, and 10 shall survive any change in Employee’s position, title, compensation, benefits, role, or responsibilities and shall remain in full force and effect following any such change. By continuing in the Company’s employ, Employee continually re-affirms the intention to be bound by these ongoing covenants.
Appears in 1 contract