Non-Competition; Non-Solicitation; Non-Disparagement. (a) Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company and its Affiliates and accordingly agrees as follows: (i) During Executive’s employment with the Company or its Affiliates and for a period of 12 months following the date Executive ceases to be employed by the Company or its Affiliates (the “Restricted Period”), Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Restricted Group in the Business, the business of any then current or prospective client or customer with whom Executive (or his direct reports) had personal contact or dealings on behalf of the Company or its Affiliates during the two-year period preceding Executive’s termination of employment. (ii) During the Restricted Period, Executive will not directly or indirectly in any state or the District of Columbia where the Company maintains an office with a minimum of twenty employees : (A) enter the employ of a Competitor, except where such employment does not relate in any manner to the Business; (B) without the prior written authorization of the Board, which consent may be withheld at the Board’s sole and absolute discretion, render any services to a Competitor; except where such services do not relate in any manner to the Business; (C) acquire a financial interest in and otherwise become actively involved in the Business with any Person as, a general partner, shareholder, officer, director, principal, member, manager, agent, trustee or lender; or (D) intentionally and adversely interfere with, or attempt to adversely interfere with, business relationships between the members of the Restricted Group and any of their clients, customers, suppliers, partners, members or investors. (iii) Executive may, directly or indirectly own, solely as an investment, securities of any Person engaged in a Business (including, without limitation, a Competitor) if Executive (A) is not a Controlling Person of, or a member of a group which Controls, such Person and (B) does not, directly or indirectly, own 2% or more of any class of securities of such Person. (iv) During Executive’s employment with the Company and during the Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly: (A) solicit or encourage any employee of the Restricted Group to leave the employment of the Restricted Group; (B) hire any executive-level employee who was employed by the Restricted Group as of Executive’s Date of Termination or who left the employment of the Restricted Group coincident with, or within one year prior to or after, the Executive’s Date of Termination; or (C) encourage any material consultant of the Restricted Group to cease working with the Restricted Group. (v) For purposes of this Appendix B:
Appears in 3 contracts
Sources: Executive Employment Agreement (Bowman Consulting Group Ltd.), Executive Employment Agreement (Bowman Consulting Group Ltd.), Executive Employment Agreement (Bowman Consulting Group Ltd.)
Non-Competition; Non-Solicitation; Non-Disparagement. (a) Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company and its Affiliates and accordingly agrees as follows:
(i) During Executive’s employment with the Company or its Affiliates (the “Employment Term”) and for a period of 12 months two years following the date Executive ceases to be employed by the Company or its Affiliates Subsidiaries (the “Restricted Period”), Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Restricted Group in the Business, the business of any then current or prospective client or customer with whom Executive (or his direct reports) had personal contact or dealings on behalf of the Company or its Affiliates during the twoone-year period preceding Executive’s termination of employment.
(ii) During the Restricted Period, Executive will not directly or indirectly in any state or the District of Columbia where the Company maintains an office with a minimum of twenty employees indirectly:
(A) enter engage in the employ Business anywhere in the United States, or in any geographical area that is within 100 miles of any geographical area where the Restricted Group engages in the Business, including, for the avoidance of doubt, by entering into the employment of or rending any services to a Core Competitor, except where such employment does or services do not relate in any manner to the Business;
(B) without the prior written authorization of the Board, which consent may be withheld at the Board’s sole and absolute discretion, render any services to a Competitor; except where such services do not relate in any manner to the Business;
(C) acquire a financial interest in and in, or otherwise become actively involved with, any Person engaged in the Business with any Person asBusiness, a general directly or indirectly, as an individual, partner, shareholder, officer, director, principal, member, manager, agent, trustee or lenderconsultant; or
(DC) intentionally and adversely interfere with, or attempt to adversely interfere with, business relationships between the members of the Restricted Group and any of their clients, customers, suppliers, partners, members or investors.
(iii) Notwithstanding anything to the contrary in this Appendix A, Executive may, directly or indirectly own, solely as an investment, securities of any Person engaged in a Business (including, without limitation, a Core Competitor) which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Executive (Ai) is not a Controlling Person controlling person of, or a member of a group which Controlscontrols, such Person person and (Bii) does not, directly or indirectly, own 2% or more of any class of securities of such Person.
(iv) During Executive’s employment with the Employment Term and for a period of two years from the date Executive ceases to be employed by the Company and during the Restricted Periodor its Subsidiaries, Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly:
(A) solicit or encourage any employee of the Restricted Group to leave the employment of the Restricted Group;
(B) hire any executive-level employee who was employed by the Restricted Group as of the date of Executive’s Date termination of Termination employment with the Company or who left the employment of the Restricted Group coincident with, or within one year prior to or after, the termination of Executive’s Date of Terminationemployment with the Company; or
(C) encourage any material consultant of the Restricted Group to cease working with the Restricted Group.
(v) For purposes of this Appendix BAgreement:
Appears in 2 contracts
Sources: Management Subscription Agreement (APX Group Holdings, Inc.), Management Subscription Agreement (APX Group Holdings, Inc.)
Non-Competition; Non-Solicitation; Non-Disparagement. (a) Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company and its Affiliates and accordingly agrees as follows:
(i1) During Executive’s employment with the Company or its Affiliates and for a period of 12 months following the date Executive ceases to be employed by the Company or its Affiliates (the “Restricted Period”), Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Restricted Group in the Business, the business of any then current or prospective client or customer with whom Executive (or his direct reports) had personal contact or dealings on behalf of the Company or its Affiliates during the two-year period preceding Executive’s termination of employment.
(ii2) During the Restricted Period, Executive will not directly or indirectly in any state or the District of Columbia where the Company maintains an office with a minimum of twenty employees employees:
(A) enter the employ of a Competitor, except where such employment does not relate in any manner to the Business;
(B) without the prior written authorization of the Board, which consent may be withheld at the Board’s sole and absolute discretion, render any services to a Competitor; except where such services do not relate in any manner to the Business;
(C) acquire a financial interest in and otherwise become actively involved in the Business with any Person as, a general partner, shareholder, officer, director, principal, member, manager, agent, trustee or lender; or
(D) intentionally and adversely interfere with, or attempt to adversely interfere with, business relationships between the members of the Restricted Group and any of their clients, customers, suppliers, partners, members or investors.
(iii3) Executive may, directly or indirectly own, solely as an investment, securities of any Person engaged in a Business (including, without limitation, a Competitor) if Executive (A) is not a Controlling Person of, or a member of a group which Controls, such Person and (B) does not, directly or indirectly, own 2% or more of any class of securities of such Person.
(iv4) During Executive’s employment with the Company and during the Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly:
(A) solicit or encourage any employee of the Restricted Group to leave the employment of the Restricted Group;
(B) hire any executive-level employee who was employed by the Restricted Group as of Executive’s Date of Termination or who left the employment of the Restricted Group coincident with, or within one year prior to or after, the Executive’s Date of Termination; or
(C) encourage any material consultant of the Restricted Group to cease working with the Restricted Group.
(v5) For purposes of this Appendix B:
Appears in 2 contracts
Sources: Executive Employment Agreement (One World Products, Inc.), Executive Employment Agreement (Code Green Apparel Corp)
Non-Competition; Non-Solicitation; Non-Disparagement. (a) Executive acknowledges For the reasons and recognizes the highly competitive nature of the businesses of the Company consideration specified in Section 8, Employee hereby covenants and its Affiliates and accordingly agrees as follows:
(i) During Executive’s employment with the Company or its Affiliates and for a period of 12 months following the date Executive ceases to be employed by the Company or its Affiliates (the “Restricted Period”)that, Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Restricted Group in the Business, the business of any then current or prospective client or customer with whom Executive (or his direct reports) had personal contact or dealings on behalf of the Company or its Affiliates during the twoTerm of Non-year period preceding Executive’s termination of employment.
(ii) During the Restricted PeriodCompetition, Executive will not directly or indirectly in any state or the District of Columbia where the Company maintains an office with a minimum of twenty employees :
(A) enter the employ of a Competitor, except where such employment does not relate in any manner to the Business;
(B) without the prior written authorization of the Board, which consent may be withheld at the Board’s sole and absolute discretion, render any services to a Competitor; except where such services do not relate in any manner to the Business;
(C) acquire a financial interest in and otherwise become actively involved in the Business with any Person as, a general partner, shareholder, officer, director, principal, member, manager, agent, trustee or lender; or
(D) intentionally and adversely interfere with, or attempt to adversely interfere with, business relationships between the members of the Restricted Group and any of their clients, customers, suppliers, partners, members or investors.
(iii) Executive may, directly or indirectly own, solely as an investment, securities of any Person engaged in a Business (including, without limitation, a Competitor) if Executive (A) is not a Controlling Person of, or a member of a group which Controls, such Person and (B) does Employee shall not, directly or indirectly, own 2% individually or more of as an officer, director, manager, employee, stockholder, consultant, contractor, partner, member, joint venturer, agent, equity owner or in any class of securities of such Person.capacity whatsoever:
(ivi) During Executiveown, engage in, manage, operate, join, control, be employed by, provide Competing Services to, or participate in the ownership, management, operation or control of or provision of Competing Services to, a Competing Business operating in the Geographic Area;
(ii) recruit, hire, assist in hiring, attempt to hire, or contact or solicit with respect to hiring any Person who, at any time during the 12 month period ending on the Date of Termination, was an employee of the Company; provided, that Employee may hire any Person that served as an administrative assistant or clerical employee at the time Employee’s employment with the Company and during the Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly:terminates;
(Aiii) solicit induce or encourage attempt to induce any employee of the Restricted Group Company to leave the employment of the Restricted Group;
(B) hire terminate, or in any executive-level employee who was employed by the Restricted Group as of Executive’s Date of Termination or who left the employment of the Restricted Group coincident way interfere with, or within one year prior to or after, the Executive’s Date of Terminationrelationship between the Company and any employee thereof; or
(Civ) encourage induce or attempt to induce any material consultant customer, client, patient, supplier, service provider, or other business relation of the Restricted Group Company in the Geographic Area to cease working doing business with the Restricted GroupCompany, or in any way interfere with the relationship between the Company and any such Person. Notwithstanding the foregoing, the Company agrees that Employee may own less than one percent of the outstanding voting securities of any publicly traded company that is a Competing Business so long as Employee does not otherwise participate in such competing business in any way prohibited by this Section 10.
(vb) For purposes Employee shall not make any negative or disparaging comments regarding the Company, its Subsidiaries or Affiliates or any of their respective officers, directors, shareholders, partners, members, managers, agents or employees (collectively, the “Representatives”), including regarding the performance of the Company, its Subsidiaries or Affiliates, or otherwise take any action that could reasonably be expected to adversely affect the Company, its Subsidiaries or Affiliates or the personal or professional reputation of any of their respective Representatives. Information required to be disclosed by Employee pursuant to any applicable law, court order, subpoena, process or governmental decree shall not constitute a violation or breach of this Appendix B:Section 10(b); provided, that Employee delivers written notice of such required disclosure to the Company promptly before making such disclosure if such notice is not prohibited by applicable law, court order, subpoena, process or governmental decree.
(c) Employee acknowledges that the geographic boundaries, scope of prohibited activities, and time duration of the preceding paragraphs in this Section 10 (including the defined terms for “Competing Business,” “Geographic Area,” and “Term of Non-Competition” set forth in Section 1) are reasonable in nature and are no broader than are necessary to maintain the goodwill of the Company and the confidentiality of its Confidential Information and to protect the goodwill and other legitimate business interests of the Company, and also that the enforcement of such covenants would not cause Employee any undue hardship or unreasonably interfere with Employee’s ability to earn a livelihood. If Employee violates the covenants and restrictions in this Section 10 and the Company brings legal action for injunctive or other equitable relief, Employee agrees that the Company shall not be deprived of the benefit of the full period of the restrictive covenant, as a result of the time involved in obtaining such relief. Accordingly, Employee agrees that the provisions in Section 10(a) shall have a duration determined pursuant to Section 10(a), computed from the date the legal or equitable relief is granted.
(d) If any court in any jurisdiction determines that any portion of this Section 10 (including the defined terms for “Competing Business,” “Geographic Area,” and “Term of Non-Competition” set forth in Section 1) is invalid or unenforceable within such jurisdiction under circumstances then existing, the remainder of this Section 10 (including the defined terms for “Competing Business,” “Geographic Area,” and “Term of Non-Competition” set forth in Section 1) shall not thereby be affected and shall be given full effect without regard to the invalid or unenforceable provisions. If any court in any jurisdiction construes any of the provisions of this Section 10 (including the defined terms for “Competing Business,” “Geographic Area,” and “Term of Non-Competition” set forth in Section 1) to be invalid or unenforceable within such jurisdiction under circumstances then existing, because of the duration, scope or geographical area of such provision, such court shall be required to substitute the maximum duration, scope or geographical area reasonable under such circumstances within such jurisdiction for the stated period, scope or area with respect to such jurisdiction and such court shall be allowed to revise the restrictions contained herein to cover the maximum duration, scope and area permitted by law, and to enforce such provision as so revised.
(e) As used in this Section 10 (and the defined terms for “Competing Business,” “Geographic Area,” and “Term of Non-Competition” set forth in Section 1), “Company” shall include the Company and any of its Subsidiaries.
Appears in 2 contracts
Sources: Employment Agreement (Odyssey Healthcare Inc), Employment Agreement (Odyssey Healthcare Inc)
Non-Competition; Non-Solicitation; Non-Disparagement. (a) Executive acknowledges For the reasons and recognizes the highly competitive nature of the businesses of the Company consideration specified in Section 8, Employee hereby covenants and its Affiliates and accordingly agrees as follows:
(i) During Executive’s employment with the Company or its Affiliates and for a period of 12 months following the date Executive ceases to be employed by the Company or its Affiliates (the “Restricted Period”)that, Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Restricted Group in the Business, the business of any then current or prospective client or customer with whom Executive (or his direct reports) had personal contact or dealings on behalf of the Company or its Affiliates during the twoTerm of Non-year period preceding Executive’s termination of employment.
(ii) During the Restricted PeriodCompetition, Executive will not directly or indirectly in any state or the District of Columbia where the Company maintains an office with a minimum of twenty employees :
(A) enter the employ of a Competitor, except where such employment does not relate in any manner to the Business;
(B) without the prior written authorization of the Board, which consent may be withheld at the Board’s sole and absolute discretion, render any services to a Competitor; except where such services do not relate in any manner to the Business;
(C) acquire a financial interest in and otherwise become actively involved in the Business with any Person as, a general partner, shareholder, officer, director, principal, member, manager, agent, trustee or lender; or
(D) intentionally and adversely interfere with, or attempt to adversely interfere with, business relationships between the members of the Restricted Group and any of their clients, customers, suppliers, partners, members or investors.
(iii) Executive may, directly or indirectly own, solely as an investment, securities of any Person engaged in a Business (including, without limitation, a Competitor) if Executive (A) is not a Controlling Person of, or a member of a group which Controls, such Person and (B) does Employee shall not, directly or indirectly, own 2% individually or more of as an officer, director, manager, employee, stockholder, consultant, contractor, partner, member, joint venturer, agent, equity owner or in any class of securities of such Person.capacity whatsoever:
(ivi) During Executiveown, engage in, manage, operate, join, control, be employed by, provide Competing Services to, or participate in the ownership, management, operation or control of or provision of Competing Services to, a Competing Business operating in the Geographic Area;
(ii) knowingly recruit, hire, assist in hiring, attempt to hire, or contact or solicit with respect to hiring any Person who, at any time during the 12 month period ending on the Date of Termination, was an employee of the Company; provided, that Employee may hire any Person that served as an administrative assistant assigned to Employee at the time Employee’s employment with the Company and during the Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly:terminates;
(Aiii) solicit induce or encourage attempt to induce any employee of the Restricted Group Company to leave the employment of the Restricted Group;
(B) hire terminate, or in any executive-level employee who was employed by the Restricted Group as of Executive’s Date of Termination or who left the employment of the Restricted Group coincident way interfere with, or within one year prior to or after, the Executive’s Date of Terminationrelationship between the Company and any employee thereof; or
(Civ) encourage induce or attempt to induce any material consultant customer, client, patient, supplier, service provider, or other business relation of the Restricted Group Company in the Geographic Area to cease working doing business with the Restricted GroupCompany, or in any way interfere with the relationship between the Company and any such Person. Notwithstanding the foregoing, the Company agrees that Employee may own less than one percent of the outstanding voting securities of any publicly traded company that is a Competing Business so long as Employee does not otherwise participate in such competing business in any way prohibited by this Section 10. This Section 10(a) shall not apply in the event Company breaches any of its obligations under Section 5 or 6.
(vb) For purposes Employee shall not make any negative or disparaging comments regarding the Company, its Subsidiaries or Affiliates or any of their respective officers, directors, shareholders, partners, members, managers, agents or employees (collectively, the “Representatives”), including regarding the performance of the Company, its Subsidiaries or Affiliates, or otherwise take any action that could reasonably be expected to adversely affect the Company, its Subsidiaries or Affiliates or the personal or professional reputation of any of their respective Representatives. Information required to be disclosed by Employee pursuant to any applicable law, court order, subpoena, process or governmental decree shall not constitute a violation or breach of this Appendix B:Section 10(b); provided, that Employee delivers written notice of such required disclosure to the Company promptly before making such disclosure if such notice is not prohibited by applicable law, court order, subpoena, process or governmental decree.
(c) Employee acknowledges that the geographic boundaries, scope of prohibited activities, and time duration of the preceding paragraphs in this Section 10 (including the defined terms for “Competing Business,” “Geographic Area,” and “Term of Non-Competition” set forth in Section 1) are reasonable in nature and are no broader than are necessary to maintain the goodwill of the Company and the confidentiality of its Confidential Information and to protect the goodwill and other legitimate business interests of the Company, and also that the enforcement of such covenants would not cause Employee any undue hardship or unreasonably interfere with Employee’s ability to earn a livelihood. If Employee violates the covenants and restrictions in this Section 10 and the Company brings legal action for injunctive or other equitable relief, Employee agrees that the Company shall not be deprived of the benefit of the full period of the restrictive covenant, as a result of the time involved in obtaining such relief. Accordingly, Employee agrees that the provisions in Section 10(a) shall have a duration determined pursuant to Section 10(a), computed from the date the legal or equitable relief is granted.
(d) If any court in any jurisdiction determines that any portion of this Section 10 (including the defined terms for “Competing Business,” “Geographic Area,” and
Appears in 2 contracts
Sources: Employment Agreement (Odyssey Healthcare Inc), Employment Agreement (Odyssey Healthcare Inc)
Non-Competition; Non-Solicitation; Non-Disparagement. (a) Executive acknowledges and recognizes During the highly competitive nature of the businesses of the Company and its Affiliates and accordingly agrees Restricted Period (as follows:
(i) During Executive’s employment with the Company or its Affiliates and for a period of 12 months following the date Executive ceases to be employed by the Company or its Affiliates (the “Restricted Period”defined below), Executive will shall not, whether directly or indirectly, alone or with others, for himself or for another Person (as defined below) (except on Executive’s own behalf of any Company Group member), conduct any activity in which Executive contributes his knowledge relating to the Business (as defined below), perform services or provide assistance, directly or indirectly, in whole or in part, as an employee, employer, owner, operator, manager, advisor, consultant, agent, partner, director, stockholder, officer, volunteer, intern or any other similar capacity, for or on behalf of any Person that operates or is engaged in, anywhere any Company Group member conducts business or contemplates conducting business as of the termination or expiration of this Agreement (including, without limitation, any state where a Company Group member offers or markets or contemplates offering or marketing its products or services), any aspect of the Business that is not incidental or immaterial to such Person’s business or any business that competes with the Business as conducted or contemplated to be conducted by any Company Group member as of the Termination Date. Notwithstanding the foregoing, nothing in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”)this Section 9(a) shall limit Executive from owning, directly or indirectly solicit or assist in soliciting in competition with the Restricted Group in the Business, the business of any then current or prospective client or customer with whom Executive (or his direct reports) had personal contact or dealings on behalf of the Company or its Affiliates during the two-year period preceding Executive’s termination of employment.
(ii) During the Restricted Period, Executive will not directly or indirectly in any state or the District of Columbia where the Company maintains an office with a minimum of twenty employees :
(A) enter the employ of a Competitor, except where such employment does not relate in any manner to the Business;
(B) without the prior written authorization of the Board, which consent may be withheld at the Board’s sole and absolute discretion, render any services to a Competitor; except where such services do not relate in any manner to the Business;
(C) acquire a financial interest in and otherwise become actively involved in the Business with any Person as, a general partner, shareholder, officer, director, principal, member, manager, agent, trustee or lender; or
(D) intentionally and adversely interfere with, or attempt to adversely interfere with, business relationships between the members of the Restricted Group and any of their clients, customers, suppliers, partners, members or investors.
(iii) Executive may, directly or indirectly ownindirectly, solely as an investment, securities of any Person engaged in entity traded on any national securities exchange if neither Executive nor any of his Affiliates is a Business (including, without limitation, a Competitor) if Executive (A) is not a Controlling controlling Person of, or a member of a group which Controlscontrols, such Person entity and (B) does notneither Executive nor any of his Affiliates collectively owns, directly or indirectly, own 2% five percent (5%) or more of any class of securities of such Personentity.
(ivb) During Executive’s employment with the Company and during the Restricted Period, Executive will shall not, whether on Executive’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly:
, alone or with others, for himself or for another Person (Aexcept on behalf of any Company Group member): (i) solicit cause, induce, influence, encourage, solicit, attempt to solicit, recruit, hire or encourage engage any employee Person who is during the Term or was, during the twelve (12) months prior to the termination or expiration of the Restricted Group to leave the employment of the Restricted Group;
(B) hire any executive-level employee who was employed by the Restricted Group as of Executive’s Date of Termination or who left the employment of the Restricted Group coincident withthis Agreement, an employee, a consultant, or within one year an independent contractor of any Company Group member to terminate, modify or reduce in any respect its relationship with any Company Group member; or (ii) cause, induce, influence, encourage or solicit any actual or prospective client, customer, supplier, vendor, consultant, independent contractor, or other Person having an actual or prospective business relationship with any Company Group member during the twenty-four (24) months prior to the termination or afterexpiration of this Agreement to terminate, the Executive’s Date of Termination; or
(C) encourage modify or reduce in any material consultant of the Restricted Group to cease working with the Restricted Group.
(v) respect any such actual or prospective relationship. For purposes of this Appendix B:provision, a “prospective” person or relationship, as the case may be, is a person to whom or a relationship with respect to which the Company has had discussions or written communications regarding doing business during such twenty-four (24) month period; provided, that this Section 9(b) shall not apply to any Restricted Provider who (i) responds to a general employment solicitation or advertisement (including through, but not limited to, the use of employment agencies or search firms, internal or external websites or job search engines), (ii) was terminated by the applicable Company Group member prior to the commencement of any solicitation by or employment discussions with Executive or such other Person or (iii) initiates discussions regarding such employment without any direct or indirect solicitation by Executive or such other Person.
(c) During the period commencing on the Effective Date and continuing until the date that is twenty-four (24) months after the termination or expiration of this Agreement, Executive shall not make, publish or communicate to any Person or in any public forum any comments or statements (whether written or oral) that denigrate or disparage the reputation or stature of any Company Group member, any of their respective Representatives or any of their respective existing and prospective customers, clients, suppliers, vendors or other associated third parties. During the same twenty (24) month period, neither the Company nor any Company Group member shall make, publish or communicate to any Person or in any public forum any comments or statements (whether written or oral) that denigrate or disparage the reputation or stature of Executive.
(d) Executive acknowledges and agrees that the restrictions contained in this Section 9 are reasonable and necessary to protect the legitimate interests of the parties and constitute a material inducement to the parties to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 9 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable law, then the court of competent jurisdiction or arbitrator, as the case may be, 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 9 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction.
Appears in 2 contracts
Sources: Employment Agreement (Offerpad Solutions Inc.), Employment Agreement (Supernova Partners Acquisition Company, Inc.)
Non-Competition; Non-Solicitation; Non-Disparagement. (a) Executive acknowledges For the reasons and recognizes the highly competitive nature of the businesses of the Company consideration specified in Section 8, Employee hereby covenants and its Affiliates and accordingly agrees as follows:
(i) During Executive’s employment with the Company or its Affiliates and for a period of 12 months following the date Executive ceases to be employed by the Company or its Affiliates (the “Restricted Period”)that, Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Restricted Group in the Business, the business of any then current or prospective client or customer with whom Executive (or his direct reports) had personal contact or dealings on behalf of the Company or its Affiliates during the twoTerm of Non-year period preceding Executive’s termination of employment.
(ii) During the Restricted PeriodCompetition, Executive will not directly or indirectly in any state or the District of Columbia where the Company maintains an office with a minimum of twenty employees :
(A) enter the employ of a Competitor, except where such employment does not relate in any manner to the Business;
(B) without the prior written authorization of the Board, which consent may be withheld at the Board’s sole and absolute discretion, render any services to a Competitor; except where such services do not relate in any manner to the Business;
(C) acquire a financial interest in and otherwise become actively involved in the Business with any Person as, a general partner, shareholder, officer, director, principal, member, manager, agent, trustee or lender; or
(D) intentionally and adversely interfere with, or attempt to adversely interfere with, business relationships between the members of the Restricted Group and any of their clients, customers, suppliers, partners, members or investors.
(iii) Executive may, directly or indirectly own, solely as an investment, securities of any Person engaged in a Business (including, without limitation, a Competitor) if Executive (A) is not a Controlling Person of, or a member of a group which Controls, such Person and (B) does Employee shall not, directly or indirectly, own 2% individually or more of as an officer, director, manager, employee, stockholder, consultant, contractor, partner, member, joint venturer, agent, equity owner or in any class of securities of such Person.capacity whatsoever:
(ivi) During Executiveown, engage in, manage, operate, join, control, be employed by, provide Competing Services to, or participate in the ownership, management, operation or control of or provision of Competing Services to, a Competing Business operating in the Geographic Area;
(ii) knowingly recruit, hire, assist in hiring, attempt to hire, or contact or solicit with respect to hiring any Person who, at any time during the 12 month period ending on the Date of Termination, was an employee of the Company; provided, that Employee may hire any Person that served as an administrative assistant assigned to Employee at the time Employee’s employment with the Company and during the Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly:terminates;
(Aiii) solicit induce or encourage attempt to induce any employee of the Restricted Group Company to leave the employment of the Restricted Group;
(B) hire terminate, or in any executive-level employee who was employed by the Restricted Group as of Executive’s Date of Termination or who left the employment of the Restricted Group coincident way interfere with, or within one year prior to or after, the Executive’s Date of Terminationrelationship between the Company and any employee thereof; or
(Civ) encourage induce or attempt to induce any material consultant customer, client, patient, supplier, service provider, or other business relation of the Restricted Group Company in the Geographic Area to cease working doing business with the Restricted GroupCompany, or in any way interfere with the relationship between the Company and any such Person. Notwithstanding the foregoing, the Company agrees that Employee may own less than one percent of the outstanding voting securities of any publicly traded company that is a Competing Business so long as Employee does not otherwise participate in such competing business in any way prohibited by this Section 10. This Section 10(a) shall not apply in the event Company breaches any of its obligations under Section 5 or 6.
(vb) For purposes Employee shall not make any negative or disparaging comments regarding the Company, its Subsidiaries or Affiliates or any of their respective officers, directors, shareholders, partners, members, managers, agents or employees (collectively, the “Representatives”), including regarding the performance of the Company, its Subsidiaries or Affiliates, or otherwise take any action that could reasonably be expected to adversely affect the Company, its Subsidiaries or Affiliates or the personal or professional reputation of any of their respective Representatives. Information required to be disclosed by Employee pursuant to any applicable law, court order, subpoena, process or governmental decree shall not constitute a violation or breach of this Appendix B:Section 10(b); provided, that Employee delivers written notice of such required disclosure to the Company promptly before making such disclosure if such notice is not prohibited by applicable law, court order, subpoena, process or governmental decree.
(c) Employee acknowledges that the geographic boundaries, scope of prohibited activities, and time duration of the preceding paragraphs in this Section 10 (including the defined terms for “Competing Business,” “Geographic Area,” and “Term of Non-Competition” set forth in Section 1) are reasonable in nature and are no broader than are necessary to maintain the goodwill of the Company and the confidentiality of its Confidential Information and to protect the goodwill and other legitimate business interests of the Company, and also that the enforcement of such covenants would not cause Employee any undue hardship or unreasonably interfere with Employee’s ability to earn a livelihood. If Employee violates the covenants and restrictions in this Section 10 and the Company brings legal action for injunctive or other equitable relief, Employee agrees that the Company shall not be deprived of the benefit of the full period of the restrictive covenant, as a result of the time involved in obtaining such relief. Accordingly, Employee agrees that the provisions in Section 10(a) shall have a duration determined pursuant to Section 10(a), computed from the date the legal or equitable relief is granted.
(d) If any court in any jurisdiction determines that any portion of this Section 10 (including the defined terms for “Competing Business,” “Geographic Area,” and “Term of Non-Competition” set forth in Section 1) is invalid or unenforceable within such jurisdiction under circumstances then existing, the remainder of this Section 10 (including the defined terms for “Competing Business,” “Geographic Area,” and “Term of Non-Competition” set forth in Section 1) shall not thereby be affected and shall be given full effect without regard to the invalid or unenforceable provisions. If any court in any jurisdiction construes any of the provisions of this Section 10 (including the defined terms for “Competing Business,” “Geographic Area,” and “Term of Non-Competition” set forth in Section 1) to be invalid or unenforceable within such jurisdiction under circumstances then existing, because of the duration, scope or geographical area of such provision, such court shall be required to substitute the maximum duration, scope or geographical area reasonable under such circumstances within such jurisdiction for the stated period, scope or area with respect to such jurisdiction and such court shall be allowed to revise the restrictions contained herein to cover the maximum duration, scope and area permitted by law, and to enforce such provision as so revised.
(e) As used in this Section 10 (and the defined terms for “Competing Business,” “Geographic Area,” and “Term of Non-Competition” set forth in Section 1), “Company” shall include the Company and any of its Subsidiaries.
Appears in 2 contracts
Sources: Employment Agreement (Odyssey Healthcare Inc), Employment Agreement (Odyssey Healthcare Inc)
Non-Competition; Non-Solicitation; Non-Disparagement. (a) Executive acknowledges and recognizes the highly competitive nature As part of the businesses consideration for the compensation and benefits to be paid to Executive hereunder, to protect Confidential Information of the Company and its Affiliates customers and accordingly agrees as follows:
(i) During clients that have been and will be entrusted to Executive’s employment with , the business goodwill of the Company and its subsidiaries that will be developed in and through Executive and the business opportunities that will be disclosed or its Affiliates and for a period of 12 months following the date entrusted to Executive ceases to be employed by the Company or and its Affiliates subsidiaries, and as an additional incentive for the Company to enter into this Agreement, from the date hereof through the first anniversary of the Date of Termination (the “Restricted Period”), Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or not (other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with than for the Restricted Group in the Business, the business of any then current or prospective client or customer with whom Executive (or his direct reports) had personal contact or dealings on behalf benefit of the Company or its Affiliates during the two-year period preceding Executive’s termination of employment.
(ii) During the Restricted Period, Executive will not directly or indirectly in any state or the District of Columbia where the Company maintains an office with a minimum of twenty employees :
(A) enter the employ of a Competitor, except where such employment does not relate in any manner pursuant to the Business;
(B) without the prior written authorization proper exercise of the Board, which consent may be withheld at the Board’s sole and absolute discretion, render any services to a Competitor; except where such services do not relate his duties in any manner to the Business;
(C) acquire a financial interest in and otherwise become actively involved in the Business accordance with any Person as, a general partner, shareholder, officer, director, principal, member, manager, agent, trustee or lender; or
(D) intentionally and adversely interfere with, or attempt to adversely interfere with, business relationships between the members of the Restricted Group and any of their clients, customers, suppliers, partners, members or investors.
(iii) Executive may, directly or indirectly own, solely as an investment, securities of any Person engaged in a Business (including, without limitation, a Competitor) if Executive (A) is not a Controlling Person of, or a member of a group which Controls, such Person and (B) does not, directly or indirectly, own 2% or more of any class of securities of such Person.
(iv) During Executive’s employment with the Company and during the Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any Personthis Agreement), directly or indirectly:
(i) engage in, or carry on or assist, individually or as a principal, owner, officer, director, employee, shareholder, consultant, contractor, partner, member, joint venturer, agent, equity owner or in any other capacity whatsoever, any (A) solicit business competitive with any business in which the Company is engaged from time to time (a “Competing Business”) or encourage any employee of (B) Business Enterprise (as defined below) that is otherwise competitive with the Restricted Group to leave Company within the employment of states in which the Restricted GroupCompany conducts business;
(Bii) hire perform for any executive-level employee who was employed by corporation, partnership, limited liability company, sole proprietorship, joint venture or other business association or entity (a “Business Enterprise”) engaged in any Competing Business any duty Executive has performed for the Restricted Group as of Company that involved Executive’s Date of Termination access to, or who left the employment knowledge or application of, Confidential Information;
(iii) induce or attempt to induce any customer, supplier, licensee or other business relation of the Restricted Group coincident withCompany to cease doing business with the Company or in any way interfere with the relationship between any such customer, supplier, licensee or within one year prior to or after, business relation and the Executive’s Date of TerminationCompany; or
(Civ) encourage solicit with the purpose of hiring or retaining, or hire or retain, any material person who is or, within one hundred eighty (180) days after such person ceased to be an employee, consultant or independent contractor of the Company, was an employee, consultant or independent contractor of the Company.
(b) Notwithstanding the foregoing restrictions of this Section 8, nothing in this Section 8 shall prohibit any investment by Executive, directly or indirectly, in publicly-traded securities which are issued by a Business Enterprise involved in or conducting a Competing Business, provided that Executive (i) in the aggregate directly and indirectly, does not own more than five percent (5%) of the outstanding equity or voting securities of such Business Enterprise and (ii) does not have the right through the ownership of a voting interest or otherwise, to direct the activities of or associated with the business of such Business Enterprise.
(c) Executive acknowledges that each of the covenants contained in Sections 7 and 8(a) are in addition to, and shall not be construed as a limitation upon, any other covenant provided in Section 8(a). Executive agrees that the geographic boundaries, scope of prohibited activities, and time duration of each of the covenants set forth in Sections 7 and 8(a) are reasonable in nature and are no broader than are necessary to maintain the confidentiality and the goodwill of the Company’s proprietary information and Confidential Information, and its plans and services, and to protect the other legitimate business interests of the Company, including without limitation the goodwill developed by Executive with the Company’s customers, suppliers, licensees and business relations.
(d) If, during any portion of the Restricted Group to cease working Period, Executive is not in compliance with the terms of Section 8(a), the Company shall be entitled to, among other remedies (and not in limitation of any other such remedies), compliance by Executive with the terms of Section 8(a) for an additional period of time (i.e., in addition to the Restricted GroupPeriod) that shall equal the period(s) over which such noncompliance occurred.
(ve) For purposes The parties hereto intend that the covenants contained in Section 8(a) be construed as a series of separate covenants, one for each defined province in each geographic area in which Executive on behalf of the Company conducts business. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the applicable covenant contained in Section 8(a). Furthermore, each of the covenants in Section 8 shall be deemed a separate and independent covenant, each being enforceable irrespective of the enforceability (with or without reformation) of the other covenants contained in Section 8(a).
(f) Further, at no time during or after the Employment Period will Executive utter, issue or circulate publicly any false or disparaging statements, remarks or rumors about GulfMark, any of its subsidiaries, and/or any of GulfMark’s or any of its subsidiaries’ respective businesses, or any of their respective officers, employees or directors. Nothing in this Appendix B:Section 8(f) shall prohibit Executive from providing truthful and accurate facts where he is required to do so by law.
Appears in 2 contracts
Sources: Employment Agreement (Gulfmark Offshore Inc), Employment Agreement (Gulfmark Offshore Inc)
Non-Competition; Non-Solicitation; Non-Disparagement. (a) Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company and its Affiliates and accordingly agrees as follows:
(i) During Executive’s employment with the Company or its Affiliates and for a period of 12 months following the date Executive ceases to be employed by the Company or its Affiliates (the “Restricted Period”), Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Restricted Group in the Business, the business of any then current or prospective client or customer with whom Executive (or his direct reports) had personal contact or dealings on behalf of the Company or its Affiliates during the two-year period preceding Executive’s termination of employment.
(ii) During Executive’s employment with the Restricted PeriodCompany or its Affiliates and for a period of 12 months following the date Executive ceases to be employed by the Company or its Affiliates pursuant to Section 7(d) or 7(e) and for a period of 6 months following the date Executive ceases to be employed by the Company or Affiliates pursuant to 7(f) of this Agreement, Executive will not directly or indirectly in any state or the District of Columbia where the Company maintains an office or offices with a minimum of twenty employees employees:
(A) enter the employ of a Competitor, except where such employment does not relate in any manner to the Business;
(B) without the prior written authorization of the Board, which consent may be withheld at the Board’s sole and absolute discretion, render any services to a Competitor; except where such services do not relate in any manner to the Business;; or
(C) acquire a financial interest in and otherwise become actively involved in the Business with any Person as, a general partner, shareholder, officer, director, principal, member, manager, agent, trustee or lender.
(iii) For a period of 12 months (or such shorter period described in (iii) (D) below) following the date Executive ceases to be employed by the Company or its Affiliates pursuant to Section 7(c) or 7 (g) of this Agreement and in exchange for the payment of twelve (12) months of Base Salary (payable in regular installments in accordance with the Company’s standard payroll practices), Executive will not directly or indirectly in any state or the District of Columbia where the Company maintains an office or offices with a minimum of twenty employees:
(A) enter the employ of a Competitor, except where such employment does not relate in any manner to the Business;
(B) without the prior written authorization of the Board, which consent may be withheld at the Board’s sole and absolute discretion, render any services to a Competitor; except where such services do not relate in any manner to the Business; or
(C) acquire a financial interest in and otherwise become actively involved in the Business with any Person as, a general partner, shareholder, officer, director, principal, member, manager, agent, trustee or lender;
(D) intentionally and adversely interfere with, or attempt The twelve (12) month restriction period referred to adversely interfere with, business relationships between in (iii) above shall earlier terminate should the members Company cease making payments of the Restricted Group and any of their clients, customers, suppliers, partners, members or investorsBase Salary during such period.
(iiiiv) In the event a Change of Control occurs within the time period of six (6) to twelve (12) months after Executive’s termination for any reason, any restrictions contained within this Section 1 shall cease to be in effect as of the date of the Change of Control. In the event a Change of Control occurs within the time period of zero to six (6) months after Executive’s termination for any reason, any restrictions contained within this Section 1 shall be in effect for shorter of six (6) months or until the date which is twelve months from Executive’s termination date.
(v) Executive may, directly or indirectly own, solely as an investment, securities of any Person engaged in a Business (including, without limitation, a Competitor) if Executive (A) is not a Controlling Person of, or a member of a group which Controls, such Person and (B) does not, directly or indirectly, own 2% or more of any class of securities of such Person.
(ivvi) During Executive’s employment with the Company and during the Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly:
(A) solicit or encourage any employee of the Restricted Group to leave the employment of the Restricted Group;
(B) hire any executive-level employee who was employed by the Restricted Group as of Executive’s Date of Termination or who left the employment of the Restricted Group coincident with, or within one year prior to or after, the Executive’s Date of Termination; or
(C) encourage any material consultant of the Restricted Group to cease working with the Restricted Group.
(vD) intentionally and adversely interfere with, or attempt to adversely interfere with, business relationships between the members of the Restricted Group and any of their clients, customers, suppliers, partners, members or investors.
(vii) For purposes of this Appendix B:
Appears in 1 contract
Sources: Executive Employment Agreement (Bowman Consulting Group Ltd.)
Non-Competition; Non-Solicitation; Non-Disparagement. (a) a. Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company Employer and its Affiliates affiliates and accordingly agrees as follows:
(i) During that, during the Employment Term and, for a period of one year following any termination of Executive’s 's employment with the Company or its Affiliates and for a period of 12 months following the date Executive ceases to be employed by the Company or its Affiliates (the “"Restricted Period”"), Executive will not, whether on Executive’s 's own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“"Person”"), directly or indirectly solicit engage in any business that directly or assist indirectly competes in soliciting any material way with the primary business of the Company, or otherwise engage in competition with the Restricted Group in the Business, the business of any then current or prospective client or customer with whom Executive (or his direct reports) had personal contact or dealings on behalf of the Company or its Affiliates during the two-year period preceding Executive’s termination of employment.
(ii) During the Restricted Period, Executive will not directly or indirectly in any state or the District of Columbia where the Company maintains an office with a minimum of twenty employees :
(A) enter the employ of a Competitor, except where such employment does not relate in any manner which is materially detrimental to the BusinessCompany;
(B) without the prior written authorization of the Board, which consent may be withheld at the Board’s sole and absolute discretion, render any services to a Competitor; except where such services do not relate in any manner to the Business;
(C) acquire a financial interest in and otherwise become actively involved in the Business with any Person as, a general partner, shareholder, officer, director, principal, member, manager, agent, trustee or lender; or
(D) intentionally and adversely interfere with, or attempt to adversely interfere with, business relationships between the members of the Restricted Group and any of their clients, customers, suppliers, partners, members or investors.
(iii) Executive may, directly or indirectly own, solely as an investment, securities of any Person engaged in a Business (including, without limitation, a Competitor) if Executive (A) is not a Controlling Person of, or a member of a group which Controls, such Person and (B) does not, directly or indirectly, own 2% or more of any class of securities of such Person.
(ivi) During Executive’s employment with the Company and during the Restricted Period, Executive will not, whether on Executive’s 's own behalf or on behalf of or in conjunction with any Person, directly or indirectly:
(A) solicit or encourage any employee of the Restricted Group Company or its affiliates to leave the employment of the Restricted Group;Company or its affiliates; or
(B) hire any executive-level such employee who was employed by the Restricted Group Company or its affiliates as of the date of Executive’s Date 's termination of Termination employment with the Company or who left the employment of the Restricted Group Company or its affiliates coincident with, or within one year prior to or after, the termination of Executive’s Date of Termination; or's employment with the Company.
b. Executive shall not at any time issue any press release or make any public statement about the Company or any director, officer, employee, successor, parent, subsidiary or agent or representative of, or attorney to the Company (C) encourage any material consultant of the Restricted Group foregoing, a "Company Affiliate") regarding (i) any of the foregoing's financial status, business, services, business methods, compliance with laws, or ethics or otherwise, or (ii) regarding Company partners, personnel, directors, officers, employees, attorneys, agents, including, without limitation, in respect of both clauses (i) and (ii), any statement that is intended or reasonably likely to cease working with disparage the Restricted GroupCompany or any Company Affiliate, or otherwise degrade any Company Affiliate's reputation in the business, industry or legal community in which any such Company Affiliate operates and, the Company shall not at any time issue any press release or make any public statement about Executive or his spouse that is intended or reasonably likely to disparage Executive's reputation in the business, industry or legal community or otherwise degrade his or her reputation or standing in their community; provided, that, Executive and the Company shall be permitted to (a) make any statement that is required by applicable securities or other laws to be included in a filing or disclosure document, subject to prior notice to the other thereof, and (b) defend himself or itself against any statement made by the other party that is intended or reasonably likely to disparage or otherwise degrade that party's reputation, only if there is a reasonable belief that the statements made in such defense are not false statements and (c) provide truthful testimony in any legal proceeding.
(v) For purposes c. It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 9 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Appendix B:Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.
Appears in 1 contract
Non-Competition; Non-Solicitation; Non-Disparagement. (a) Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company and its Affiliates affiliates and accordingly agrees as follows:
(i) During Executive’s employment with the Company or its Affiliates and Employment Term and, for a period of 12 equal to twelve months following the date Executive ceases to be employed by the Company or its Affiliates for any reason (the “Restricted Period”), Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting business in direct competition with the Restricted Group in the Business, ; provided that the business provisions contained in this Section 7(a)(i) shall not apply following any termination of any then current or prospective client or customer with whom Executive (or his direct reports) had personal contact or dealings on behalf of the Company or its Affiliates during the two-year period preceding Executive’s termination employment in connection with a change of employmentcontrol.
(ii) During the Restricted Period, Executive will not directly or indirectly in any state or the District of Columbia where the Company maintains an office with a minimum of twenty employees indirectly:
(A) engage in the Business for a Competitor;
(B) enter the employ of, or render any services (that are the same or similar to the services or activities in which Executive was engaged during the two (2) years prior to Executive’s termination of employment) to, a Competitor, except where such employment does not relate in any manner to the Business;
(B) without the prior written authorization of the Board, which consent may be withheld at the Board’s sole and absolute discretion, render any services to a Competitor; except where such or services do not relate in any manner to the Business;
(C) acquire a financial interest in and in, or otherwise become actively involved in the Business with any Person aswith, a general Competitor, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, member, manager, agent, trustee or lenderconsultant; or
(D) intentionally and adversely interfere with, or attempt to adversely interfere with, business relationships (whether formed before, on or after the date of this Agreement) between the members of the Restricted Group and any of their clients, customers, suppliers, partners, members or investors; provided that the provisions contained in this Section 7(a)(ii) shall not apply following any termination of Executive’s employment in connection with a change of control.
(iii) Notwithstanding anything to the contrary in this Agreement, Executive may, directly or indirectly own, solely as an investment, securities of any Person engaged in a Business (including, without limitation, a Competitor) which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Executive (A) is not a Controlling Person controlling person of, or a member of a group which Controlscontrols, such Person person and (B) does not, directly or indirectly, own 25% or more of any class of securities of such Person; provided that the provisions contained in this Section 7(a)(iii) shall not apply following any termination of Executive’s employment in connection with a change of control.
(iv) During Executive’s employment with the Company and during the Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly:
(A) solicit or encourage any employee who is a director or is more senior than a director of the Restricted Group to leave the employment of the Restricted Group;; or
(B) hire any executive-level such employee who was employed by the Restricted Group as of the date of Executive’s Date termination of Termination employment with the Company or who left the employment of the Restricted Group coincident with, or within one year six months prior to or after, the termination of Executive’s Date of Termination; oremployment with the Company.
(Cv) During the Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any Person, directly and intentionally encourage any material consultant of the Restricted Group to cease working with the Restricted Group.
(vA) During the Employment Term and at all times thereafter, Executive agrees not to make, or cause any other person to make, any communication that is intended to criticize or disparage, or has the effect of criticizing or disparaging, the
(B) During the Employment Term and at all times thereafter, the Company agrees to instruct its directors and executive officers not to make, or cause any other person to make, any public communication that is intended to criticize or disparage, or has the effect of criticizing or disparaging, Executive; provided, however, that an action shall not constitute a breach of this Section 7(a)(vi)(B) if made in the course of operating the business of the Company and such communication is not made publicly outside of the Company. Nothing shall be interpreted to prohibit Executive or the Company from responding truthfully to incorrect public statements, making truthful statements when required by law, subpoena or court order and/or from responding any inquiry by any regulatory or investigatory organization.
(vii) For purposes of this Appendix BAgreement:
Appears in 1 contract
Non-Competition; Non-Solicitation; Non-Disparagement. (a) a. Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company Employer and its Affiliates affiliates and accordingly agrees as follows:
(i) During that, during the Employment Term and, for a period of one year following any termination of Executive’s employment with the Company or its Affiliates and for a period of 12 months following the date Executive ceases to be employed by the Company or its Affiliates (the “Restricted Period”), Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist engage in soliciting in competition with the Restricted Group in the Business, the any business of any then current or prospective client or customer with whom Executive (or his direct reports) had personal contact or dealings on behalf of the Company or its Affiliates during the two-year period preceding Executive’s termination of employment.
(ii) During the Restricted Period, Executive will not that directly or indirectly competes in any state or material way with the District primary business of Columbia where the Company maintains an office with a minimum of twenty employees Company:
(A) enter the employ of a Competitor, except where such employment does not relate in any manner to the Business;
(B) without the prior written authorization of the Board, which consent may be withheld at the Board’s sole and absolute discretion, render any services to a Competitor; except where such services do not relate in any manner to the Business;
(C) acquire a financial interest in and otherwise become actively involved in the Business with any Person as, a general partner, shareholder, officer, director, principal, member, manager, agent, trustee or lender; or
(D) intentionally and adversely interfere with, or attempt to adversely interfere with, business relationships between the members of the Restricted Group and any of their clients, customers, suppliers, partners, members or investors.
(iii) Executive may, directly or indirectly own, solely as an investment, securities of any Person engaged in a Business (including, without limitation, a Competitor) if Executive (A) is not a Controlling Person of, or a member of a group which Controls, such Person and (B) does not, directly or indirectly, own 2% or more of any class of securities of such Person.
(ivi) During Executive’s employment with the Company and during the Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly:
(A) solicit or encourage any employee of the Restricted Group Company or its affiliates to leave the employment of the Restricted Group;Company or its affiliates; or
(B) hire any executive-level such employee who was employed by the Restricted Group Company or its affiliates as of the date of Executive’s Date termination of Termination employment with the Company or who left the employment of the Restricted Group Company or its affiliates coincident with, or within one year prior to or after, the termination of Executive’s Date of Termination; oremployment with the Company.
b. Executive shall not at any time issue any press release or make any public statement about the Company or any director, officer, employee, successor, parent, subsidiary or agent or representative of, or attorney to the Company (C) encourage any material consultant of the Restricted Group foregoing, a “Company Affiliate”) regarding (i) any of the foregoing’s financial status, business, services, business methods, compliance with laws, or ethics or otherwise, or (ii) regarding Company personnel, directors, officers, employees, attorneys, agents, that, in either case, is intended or reasonably likely to cease working disparage the Company or any Company Affiliate, or otherwise degrade any Company Affiliate’s reputation in the business, industry or legal community in which any such Company Affiliate operates, and the Company shall not at any time (either by official Company action or through a director of the Company or an executive who is a senior vice president or above) issue any press release or make any public statement about Executive or her spouse that is intended or reasonably likely to disparage Executive’s reputation in the business, industry or legal community or otherwise degrade her or his reputation or standing in their community; provided, that, Executive and the Company shall be permitted to (a) make any statement that is required by applicable securities or other laws to be included in a filing or disclosure document, subject to prior notice to the other thereof, and (b) defend herself or itself against any statement made by the other party (including those made by any Company Affiliate or by any person affiliated with the Restricted GroupExecutive or her spouse) that is intended or reasonably likely to disparage or otherwise degrade that party’s reputation, only if there is a reasonable belief that the statements made in such defense are not false statements, (c) while employed as an officer of the Company, make any statement that Executive determines in good faith is necessary or appropriate to the discharge of her duties as an officer of the Company, and (d) provide truthful testimony in any legal proceeding.
(v) For purposes c. It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 9 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Appendix B:Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.
Appears in 1 contract
Sources: Employment Agreement (Frontier Communications Corp)
Non-Competition; Non-Solicitation; Non-Disparagement. (a) a. Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company Employer and its Affiliates affiliates and accordingly agrees as follows:
(i) During that, during the Employment Term and, for a period of one year following any termination of Executive’s employment with the Company or its Affiliates and for a period of 12 months following the date Executive ceases to be employed by the Company or its Affiliates (the “Restricted Period”), Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist engage in soliciting in competition with the Restricted Group in the Business, the any business of any then current or prospective client or customer with whom Executive (or his direct reports) had personal contact or dealings on behalf of the Company or its Affiliates during the two-year period preceding Executive’s termination of employment.
(ii) During the Restricted Period, Executive will not that directly or indirectly competes in any state or material way with the District primary business of Columbia where the Company maintains an office with a minimum of twenty employees Company:
(A) enter the employ of a Competitor, except where such employment does not relate in any manner to the Business;
(B) without the prior written authorization of the Board, which consent may be withheld at the Board’s sole and absolute discretion, render any services to a Competitor; except where such services do not relate in any manner to the Business;
(C) acquire a financial interest in and otherwise become actively involved in the Business with any Person as, a general partner, shareholder, officer, director, principal, member, manager, agent, trustee or lender; or
(D) intentionally and adversely interfere with, or attempt to adversely interfere with, business relationships between the members of the Restricted Group and any of their clients, customers, suppliers, partners, members or investors.
(iii) Executive may, directly or indirectly own, solely as an investment, securities of any Person engaged in a Business (including, without limitation, a Competitor) if Executive (A) is not a Controlling Person of, or a member of a group which Controls, such Person and (B) does not, directly or indirectly, own 2% or more of any class of securities of such Person.
(ivi) During Executive’s employment with the Company and during the Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly:
(A) solicit or encourage any employee of the Restricted Group Company or its affiliates to leave the employment of the Restricted Group;Company or its affiliates; or
(B) hire any executive-level such employee who was employed by the Restricted Group Company or its affiliates as of the date of Executive’s Date termination of Termination employment with the Company or who left the employment of the Restricted Group Company or its affiliates coincident with, or within one year prior to or after, the termination of Executive’s Date of Termination; oremployment with the Company.
b. Executive shall not at any time issue any press release or make any public statement about the Company or any director, officer, employee, successor, parent, subsidiary or agent or representative of, or attorney to the Company (C) encourage any material consultant of the Restricted Group foregoing, a “Company Affiliate”) regarding (i) any of the foregoing’s financial status, business, services, business methods, compliance with laws, or ethics or otherwise, or (ii) regarding Company personnel, directors, officers, employees, attorneys, agents, that, in either case, is intended or reasonably likely to cease working disparage the Company or any Company Affiliate, or otherwise degrade any Company Affiliate’s reputation in the business, industry or legal community in which any such Company Affiliate operates and, the Company shall not at any time issue any press release or make any public statement about Executive or her spouse that is intended or reasonably likely to disparage Executive’s reputation in the business, industry or legal community or otherwise degrade her or his reputation or standing in their community; provided, that, Executive and the Company shall be permitted to (a) make any statement that is required by applicable securities or other laws to be included in a filing or disclosure document, subject to prior notice to the other thereof, and (b) defend herself or itself against any statement made by the other party (including those made by any Company Affiliate or by any person affiliated with the Restricted GroupExecutive or her spouse) that is intended or reasonably likely to disparage or otherwise degrade that party’s reputation, only if there is a reasonable belief that the statements made in such defense are not false statements, (c) while employed as an officer of the Company, make any statement that Executive determines in good faith is necessary or appropriate to the discharge of her duties as an officer of the Company, and (d) provide truthful testimony in any legal proceeding.
(v) For purposes c. It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 9 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Appendix B:Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable,such finding shall not affect the enforceability of any of the other restrictions contained herein.
Appears in 1 contract
Sources: Employment Agreement (Frontier Communications Corp)
Non-Competition; Non-Solicitation; Non-Disparagement. (ai) the Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company and its Affiliates subsidiaries, and accordingly agrees as follows:
(i1) During Executive’s employment with the Company or its Affiliates Employment Term and for a period of 12 months two (2) years following the date the Executive ceases to be employed by the Company or its Affiliates (together, the “Restricted Period”), the Executive will not, whether on the Executive’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (for the purposes of this Section 8, a “Person”), directly or indirectly solicit or assist in soliciting in competition with any business of the same type or kind as the Covered Business performed by the Restricted Group from or with respect to (A) clients or customers of the Restricted Group with respect to whom the Executive provided services, either alone or with others, or had a business relationship, or on whose account the Executive worked or became familiar, or supervised directly or indirectly the servicing activities with respect to that client or customer, during the twenty-four (24)-month period prior to the Executive’s Termination Date, and further provided such clients or customers were clients or customers of the Restricted Group either on such Termination Date or during the twenty-four (24) months prior thereto, and (B) prospective clients or customers of the Restricted Group which the Executive alone, in combination with others, or in a supervisory capacity, solicited during the eighteen (18) months prior to the Executive’s Termination Date. Notwithstanding the foregoing, the provisions of this Section 8(a)(i)(1) shall not be violated by (A) general advertising or solicitation not specifically targeted at Company-related persons or entities, (B) the Executive serving solely as a reference, upon request, for any customer or client of the Restricted Group, or (C) actions taken by any person or entity with which the Executive is associated if the Executive is not directly or indirectly involved in the Business, the business of any then current matter and has not directly or prospective client indirectly identified such Company-related person or customer with whom Executive (entity for soliciting or his direct reports) had personal contact or dealings on behalf of the Company or its Affiliates during the two-year period preceding Executive’s termination of employmenthiring.
(ii2) During the Restricted Period, the Executive will not directly or indirectly in any state or the District of Columbia where the Company maintains indirectly, as an office with a minimum of twenty employees :
(A) enter the employ of a Competitorindividual, except where such employment does not relate in any manner to the Business;
(B) without the prior written authorization of the Board, which consent may be withheld at the Board’s sole and absolute discretion, render any services to a Competitor; except where such services do not relate in any manner to the Business;
(C) acquire a financial interest in and otherwise become actively involved in the Business with any Person as, a general partner, shareholder, officer, director, principal, member, manager, agent, trustee or lenderconsultant:
a. engage in, or acquire a financial interest in or otherwise become actively involved with any Person engaged in, the Covered Business within any country where the Restricted Group engages, or plans to engage, in the Covered Business as of the Executive’s Termination Date; or
(D) b. intentionally and adversely interfere with, or intentionally attempt to adversely interfere with, business relationships between the members of the Restricted Group and any of their clients, customers, suppliers, partners, members or investors.
(iii3) Notwithstanding anything to the contrary in this Section 8, the Executive may, directly or indirectly own, solely as an investment, securities of any Person engaged in the Covered Business that are publicly traded on a Business (including, without limitation, a Competitor) national or regional stock exchange or on the over-the-counter market if the Executive (A) is not a Controlling Person controlling person of, or a member of a group which Controlscontrols, such Person person and (B) does not, directly or indirectly, own 2% or more of any class of securities of such Person.
(iv4) During Executive’s employment with the Company and during the Restricted Period, the Executive will not, whether on the Executive’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly:
(A) a. solicit or encourage any employee of the Restricted Group to leave the employment of the Restricted Group;
(B) b. hire any executive-level employee (i.e., vice president level and above or equivalent title) who was employed by the Restricted Group as of the Executive’s Termination Date of Termination or who left the employment of the Restricted Group coincident with, or within one (1) year prior to to, or after, the Executive’s Date Termination Date, excluding an executive-level employee whose employment with the Restricted Group ceased at least twelve (12) months prior to the date of Terminationsuch hiring; or
(C) c. encourage any material consultant of the Restricted Group to cease working with the Restricted Group. Notwithstanding the foregoing, the provisions of this Section 8(a)(i)(4) shall not be violated by (A) general advertising or solicitation not specifically targeted at Company-related persons or entities, (B) the Executive serving solely as a reference, upon request, for any employee of the Restricted Group, or (C) actions taken by any person or entity with which the Executive is associated if the Executive is not directly or indirectly involved in the matter and has not directly or indirectly identified such Company-related person or entity for soliciting or hiring.
(v5) For purposes of this Appendix BSection 8:
Appears in 1 contract
Non-Competition; Non-Solicitation; Non-Disparagement. (a) a. Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company Employer and its Affiliates affiliates and accordingly agrees as follows:
(i) During that, during the Employment Term and, for a period of one year following any termination of Executive’s 's employment with the Company or its Affiliates and for a period of 12 months following the date Executive ceases to be employed by the Company or its Affiliates (the “"Restricted Period”"), Executive will not, whether on Executive’s 's own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“"Person”"), directly or indirectly solicit engage in any business that directly or assist indirectly competes in soliciting any material way with the primary business of the Company, or otherwise engage in competition with the Restricted Group in the Business, the business of any then current or prospective client or customer with whom Executive (or his direct reports) had personal contact or dealings on behalf of the Company or its Affiliates during the two-year period preceding Executive’s termination of employment.
(ii) During the Restricted Period, Executive will not directly or indirectly in any state or the District of Columbia where the Company maintains an office with a minimum of twenty employees :
(A) enter the employ of a Competitor, except where such employment does not relate in any manner which is materially detrimental to the BusinessCompany;
(B) without the prior written authorization of the Board, which consent may be withheld at the Board’s sole and absolute discretion, render any services to a Competitor; except where such services do not relate in any manner to the Business;
(C) acquire a financial interest in and otherwise become actively involved in the Business with any Person as, a general partner, shareholder, officer, director, principal, member, manager, agent, trustee or lender; or
(D) intentionally and adversely interfere with, or attempt to adversely interfere with, business relationships between the members of the Restricted Group and any of their clients, customers, suppliers, partners, members or investors.
(iii) Executive may, directly or indirectly own, solely as an investment, securities of any Person engaged in a Business (including, without limitation, a Competitor) if Executive (A) is not a Controlling Person of, or a member of a group which Controls, such Person and (B) does not, directly or indirectly, own 2% or more of any class of securities of such Person.
(ivi) During Executive’s employment with the Company and during the Restricted Period, Executive will not, whether on Executive’s 's own behalf or on behalf of or in conjunction with any Person, directly or indirectly:
(A) solicit or encourage any employee of the Restricted Group Company or its affiliates to leave the employment of the Restricted Group;Company or its affiliates; or
(B) hire any executive-level such employee who was employed by the Restricted Group Company or its affiliates as of the date of Executive’s Date 's termination of Termination employment with the Company or who left the employment of the Restricted Group Company or its affiliates coincident with, or within one year prior to or after, the termination of Executive’s Date of Termination; or's employment with the Company.
b. Executive shall not at any time issue any press release or make any public statement about the Company or any director, officer, employee, successor, parent, subsidiary or agent or representative of, or attorney to the Company (C) encourage any material consultant of the Restricted Group foregoing, a "Company Affiliate") regarding (i) any of the foregoing's financial status, business, services, business methods, compliance with laws, or ethics or otherwise, or (ii) regarding Company partners, personnel, directors, officers, employees, attorneys, agents, including, without limitation, in respect of both clauses (i) and (ii), any statement that is intended or reasonably likely to cease working with disparage the Restricted GroupCompany or any Company Affiliate, or otherwise degrade any Company Affiliate's reputation in the business, industry or legal community in which any such Company Affiliate operates and, the Company shall not at any time issue any press release or make any public statement about Executive or his spouse that is intended or reasonably likely to disparage Executive's reputation in the business, industry or legal community or otherwise degrade his or her reputation or standing in their community; provided, that, Executive and the Company shall be permitted to (a) make any statement that is required by applicable securities or other laws to be included in a filing or disclosure document, subject to prior notice to the other thereof, and (b) defend himself or itself against any statement made by the other party that is intended or reasonably likely to disparage or otherwise degrade that party's reputation, only if there is a reasonable belief that the statements made in such defense are not false statements and (c) provide truthful testimony in any legal proceeding.
(v) For purposes c. It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 8 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Appendix B:Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.
Appears in 1 contract
Non-Competition; Non-Solicitation; Non-Disparagement. (a) Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company and its Affiliates and accordingly agrees as follows:
(i) During Executive’s employment with the Company or its Affiliates and for a period of 12 of: (i) twenty-four (24) months following the date Executive ceases to be employed by the Company or its Affiliates if Executive’s termination of employment arises from any event other than termination by the Company without Cause or termination by the Executive for Good Reason, or (ii) twelve (12) months following the date Executive ceases to be employed by the Company or its Affiliates if Executive’s termination of employment arises from either termination by the Company without Cause or termination by the Executive for Good Reason (the “Restricted Period”), Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Restricted Group in the Business, the business of any then current or prospective client or customer with whom Executive (or his direct reports) had personal contact or dealings on behalf of the Company or its Affiliates during the two-year period preceding Executive’s termination of employment.
(ii) During the Restricted Period, Executive will not directly or indirectly in any state or the District of Columbia where the Company maintains an office with a minimum of twenty employees employees:
(A) enter the employ of a Competitor, except where such employment does not relate in any manner to the Business;
(B) without Without the prior written authorization of the Board, which consent may be withheld at the Board’s sole and absolute discretion, render any services to a Competitor; except where such services do not relate in any manner to the Business;
(C) acquire a financial interest in and otherwise become actively involved in the Business with any Person as, a general partner, shareholder, officer, director, principal, member, manager, agent, trustee or lender; or
(D) intentionally and adversely interfere with, or attempt to adversely interfere with, business relationships between the members of the Restricted Group and any of their clients, customers, suppliers, partners, members or investors.
(iii) Executive may, directly or indirectly own, solely as an investment, securities of any Person engaged in a Business (including, without limitation, a Competitor) if Executive (A) is not a Controlling Person of, or a member of a group which Controls, such Person and (B) does not, directly or indirectly, own 2% or more of any class of securities of such Person.
(iv) During Executive’s employment with the Company and during the Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly:
(A) solicit or encourage any employee of the Restricted Group to leave the employment of the Restricted Group;
(B) without the prior written consent of the Board, hire any executive-level employee who was employed by the Restricted Group as of the Executive’s Date of Termination or who left the employment of the Restricted Group coincident with, or within one year prior to or after, the Executive’s Date of Termination; or
(C) encourage any material consultant of the Restricted Group to cease working with the Restricted Group. The prohibitions against soliciting, encouraging to leave employment of the Restricted Group and hiring described in Sections 1 (a) (iv) (A) and (B) of this Appendix B shall not apply to any family member of the Executive.
(v) For purposes of this Appendix B:
Appears in 1 contract
Sources: Executive Employment Agreement (Bowman Consulting Group Ltd.)
Non-Competition; Non-Solicitation; Non-Disparagement. (a) Executive acknowledges and recognizes Until the highly competitive nature earlier to occur of the businesses fourth (4th) anniversary of the Company and its Affiliates and accordingly agrees as follows:
(i) During Executive’s employment with the Company Closing Date or its Affiliates and for a period Change of 12 months following the date Executive ceases to be employed by the Company or its Affiliates Control of Buyer (the “Restricted Period”), Executive will Seller shall not, whether on Executive’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”)and Seller shall cause its Affiliates not to, directly or indirectly solicit indirectly, whether acting alone or assist in soliciting in competition concert with the Restricted Group in the Businessothers (including through any arrangements with or by otherwise directing any Affiliate of Seller or by Contract), the business of any then current or prospective client or customer with whom Executive (or his direct reports) had personal contact or dealings on behalf of the Company or its Affiliates during the two-year period preceding Executive’s termination of employment.
(ii) During the Restricted Period, Executive will not directly or indirectly in any state or the District of Columbia where the Company maintains an office with as a minimum of twenty employees :
(A) enter the employ of a Competitor, except where such employment does not relate in any manner to the Business;
(B) without the prior written authorization of the Board, which consent may be withheld at the Board’s sole and absolute discretion, render any services to a Competitor; except where such services do not relate in any manner to the Business;
(C) acquire a financial interest in and otherwise become actively involved in the Business with any Person as, a general partner, shareholderjoint venturer, officeremployer, directoremployee, consultant, equity holder, principal, member, manager, agent, trustee or lender; or
otherwise, (Di) intentionally and adversely interfere withengage in or provide Services to any Person engaged in, assist others in engaging in or providing Services to any Person engaged in or compete with the Business or any direct or indirect business of the Buyer in all states or foreign jurisdictions in which any Company Entity or the Business have, directly or indirectly, conducted business within the two (2) years preceding the Closing Date, directly or via network (the “Restricted Territory”), (ii) have an interest in any Person that engages in or provides Services to any Person engaged in the Business or any business of any Company Entity anywhere in the Restricted Territory in any capacity whatsoever, including as a partner, equity holder, manager, director, officer, employee, consultant, principal, agent or trustee, or attempt to adversely interfere with, business relationships between the members of the Restricted Group and any of their clients, customers, suppliers, partners, members or investors.
(iii) Executive maycause, induce or encourage any actual, prospective or former client, customer, patient, supplier, independent contractor or licensor of the Business or any business of any Company Entity, or any other Person who has a business relationship with the Business or any business of any Company Entity, to terminate or modify any such Person’s relationship with the Business or any business of any Company Entity in a manner that is adverse to Buyer or its Affiliates. Notwithstanding anything herein to the contrary, (x) in no event shall the restrictions in this Section 6.04(a) restrict Seller from owning, directly or indirectly ownindirectly, solely as an investment, securities of any Person engaged in a Business (including, without limitation, a Competitor) traded on any national securities exchange if Executive (A) Seller is not a Controlling controlling Person of, or a member of a group which Controlscontrols, such Person and (B) does not, directly or indirectly, own two percent (2% %) or more of any class of securities of such Person, and (y) the foregoing provisions shall not in any way limit or mitigate Seller’s confidentiality obligations herein.
(ivb) During Executive’s employment with the Company and during the Restricted Period, Executive Seller shall not, and Seller shall cause its Affiliates not to, directly or indirectly, whether acting alone or in concert with others (including through any arrangements with or by otherwise directing any Affiliate of Seller or by Contract), as a partner, joint venturer, employer, employee, consultant, equity holder, principal, manager, agent, or otherwise, (i) hire, solicit, or induce, or attempt to hire, solicit, or induce any Restricted Employee to leave the employ of any Company Entity, 55 Buyer or any of their Subsidiaries or Affiliates, or in any way interfere with the relationship between such Restricted Employee, on one hand, and any Company Entity, Buyer or any of their Subsidiaries or Affiliates, on the other hand, (ii) encourage any Restricted Employee to leave or reduce such Restricted Employee’s employment or consulting engagement with any Company Entity, Buyer or any of their Subsidiaries or Affiliates or in any way to interfere with the relationship between any such Restricted Employee, on one hand, and any Company Entity, Buyer or any of their Subsidiaries or Affiliates, on the other hand; or (iii) induce, or attempt to induce, any Restricted Partner to reduce or cease doing business with any Company Entity, Buyer or any of their Subsidiaries or Affiliates, or in any way to interfere with the relationship between any such Restricted Partner, on one hand, and any Company Entity, Buyer or any of their Subsidiaries or Affiliates, on the other hand; provided, however, that Seller and its Affiliates shall not be restricted in any general solicitation for employees (including through the use of employment agencies) not specifically directed at any Restricted Employee as long as Seller and its Affiliates are otherwise in compliance with its covenants and agreements set forth herein, including this Section 6.04.
(c) Except as required by Law, Seller hereby agrees that Seller will not, directly or indirectly, whether acting alone or in concert with others (including through any arrangements with or by otherwise directing any Affiliate or Subsidiary of Seller or by Contract) (on Executivesuch Seller’s own behalf or in the service or on behalf of others or in conjunction jointly with any other Person), disparage or portray in a negative light, nor will Seller cause any of its Affiliates to disparage or portray in a negative light, any Company Entity, Buyer, any of their Affiliates or Subsidiaries, or any of their respective current or former direct or indirect directors, owners, equity holders, partners, managers, officers, employees, independent contractors, or agents (each, a “Buyer Covered Person”), with respect to such Buyer Covered Person’s business reputation as it relates to the business activities conducted by any Company Entity, Buyer, any of their Affiliates or Subsidiaries, whether in public or private, including in any and all interviews, oral statements, written materials, electronically displayed materials, and material or information displayed on Internet-related sites.
(d) Except as required by Law, Buyer hereby agrees to instruct each of its C-suite executives, in each case to the extent such executive remains employed by ▇▇▇▇▇, not to, directly or indirectly:
, whether acting alone or in concert with others (Aincluding through any arrangements with or by otherwise directing any Affiliate or Subsidiary of such Person or by Contract) solicit (on such Person’s own behalf or encourage in the service or on behalf of others or jointly with any other Person), disparage or portray in a negative light, or causing any Subsidiary of Buyer to disparage or portray in a negative light, any Seller, any of its Affiliates or Subsidiaries, or any of their respective current or former direct or indirect directors, shareholders, officers, employees, independent contractors, or agents (each, a “Seller Covered Person”), with respect to such Seller Covered Person’s business reputation as it relates to the business activities conducted by Seller or any of its Affiliates or Subsidiaries, whether in public or private, including in any and all interviews, oral statements, written materials, electronically displayed materials, and material or information displayed on Internet-related sites; provided, however, that notwithstanding the foregoing, this provision shall not be construed to prohibit any C-suite executive or other employee of the Restricted Group to leave the employment of the Restricted Group;
(B) hire Buyer from providing truthful testimony in any executive-level employee who was employed legal or administrative proceeding or as otherwise required by the Restricted Group as of Executive’s Date of Termination or who left the employment of the Restricted Group coincident with, or within one year prior to or after, the Executive’s Date of Termination; or
(C) encourage any material consultant of the Restricted Group to cease working with the Restricted GroupLaw.
(ve) For purposes If a Party (including breaches by its Affiliates) breaches, or threatens to commit a breach of, any provision of this Appendix B:Section 6.04, the other Parties will have the right and remedy, without the necessity of proving actual damage or posting any bond whatsoever, (i) to have such provision specifically enforced by any court having jurisdiction, it being acknowledged and agreed that any such breach or threatened breach will cause irreparable injury to the non-breaching Party and that money damages may not provide an adequate remedy to the non-breaching Party, and (ii) to recover from the breaching Party and its Affiliates, jointly and severally, all monetary damages suffered by the non-breaching Party as a result of any acts or omissions constituting a breach of this Section 6.04, and each such right and remedy will be independent of the others, severally enforceable and in addition to, and not in lieu of, any other rights and remedies available to the non-breaching Party at Law or in equity.
(f) Seller acknowledges that the restrictions contained in this Section 6.04 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into the Transaction Documents and consummate the Transactions. In the event that Seller has violated any of the covenants contained in this Section 6.04, then the Restricted Period with respect to such covenant will automatically be extended by a period of time equal in length to the period during which such violation occurred. In the event that any covenant contained in this Section 6.04 is ever adjudicated to exceed the temporal, geographic, or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered and instructed to reform such covenant, and such covenant will be deemed reformed, in such jurisdiction to reflect the maximum temporal, geographic, product or other limitations permitted by applicable Law. The covenants and other provisions contained in this Section 6.04 are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written will not invalidate or render unenforceable the remaining covenants or provisions of this Section 6.04, and any such invalidity or unenforceability in any jurisdiction will not invalidate or render unenforceable such covenant or provision in any other jurisdiction.
Appears in 1 contract
Sources: Stock Purchase and Contribution Agreement (Star Equity Holdings, Inc.)
Non-Competition; Non-Solicitation; Non-Disparagement. (a) Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company and its Affiliates and accordingly agrees as follows:
(i) During Executive’s employment with the Company or its Affiliates and for a period of 12 months following the date Executive ceases to be employed by the Company or its Affiliates (the “Restricted Period”), Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Restricted Group in the Business, the business of any then current or prospective client or customer with whom Executive (or his direct reports) had personal contact or dealings on behalf of the Company or its Affiliates during the two-year period preceding Executive’s termination of employment.
(ii) During the Restricted Period, Executive will not directly or indirectly in any state or the District of Columbia where the Company maintains an office with a minimum of or offices and employees at least twenty employees within such state or the District of Columbia:
(A) enter the employ of a Competitor, except where such employment does not relate in any manner to the Business;
(B) without the prior written authorization of the Board, which consent may be withheld at the Board’s sole and absolute discretion, render any services to a Competitor; except where such services do not relate in any manner to the Business;; or
(C) acquire a financial interest in and otherwise become actively involved in the Business with any Person as, a general partner, shareholder, officer, director, principal, member, manager, agent, trustee or lender; or
(D) intentionally and adversely interfere with, or attempt to adversely interfere with, business relationships between the members of the Restricted Group and any of their clients, customers, suppliers, partners, members or investors.
(iii) Executive may, directly or indirectly own, solely as an investment, securities of any Person engaged in a Business (including, without limitation, a Competitor) if Executive (A) is not a Controlling Person of, or a member of a group which Controls, such Person and (B) does not, directly or indirectly, own 2% or more of any class of securities of such Person.
(iv) During Executive’s employment with the Company and during the Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly:
(A) solicit or encourage any employee of the Restricted Group to leave the employment of the Restricted Group;
(B) hire any executive-level employee who was employed by the Restricted Group as of Executive’s Date of Termination or who left the employment of the Restricted Group coincident with, or within one year prior to or after, the Executive’s Date of Termination; or;
(C) encourage any material consultant of the Restricted Group to cease working with the Restricted Group; or
(D) intentionally and adversely interfere with, or attempt to adversely interfere with, business relationships between the members of the Restricted Group and any of their clients, customers, suppliers, partners, members or investors.
(v) For purposes of this Appendix B:
Appears in 1 contract
Sources: Executive Employment Agreement (Bowman Consulting Group Ltd.)
Non-Competition; Non-Solicitation; Non-Disparagement. (a) Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company and its Affiliates and accordingly agrees as follows:
(i) During Executive’s employment with the Company or its Affiliates and for a period of 12 18 months following the date Executive ceases to be employed by the Company or its Affiliates (the “Restricted Period”), Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Restricted Group in the Business, the business of any then current or prospective client or customer with whom Executive (or his direct reports) had personal contact or dealings on behalf of the Company or its Affiliates during the two-year period preceding Executive’s termination of employment.
(ii) During Executive’s employment with the Restricted Company or its Affiliates and for a period of 6 months following the date Executive ceases to be employed by the Company or its Affiliates (the “Non-Compete Period”),, Executive will not directly or indirectly in any state or the District of Columbia where the Company maintains an office with a minimum or offices and employees at least fifty employees within such state or the District of twenty employees Columbia:
(A) enter the employ of a Competitor, except where such employment does not relate in any manner to the Business;
(B) without the prior written authorization of the Board, which consent may be withheld at the Board’s sole and absolute discretion, render any services to a Competitor; except where such services do not relate in any manner to the Business;
(C) acquire a financial interest in and otherwise become actively involved in the Business with any Person as, a general partner, shareholder, officer, director, principal, member, manager, agent, trustee or lender; or
(D) intentionally and adversely interfere with, or attempt to adversely interfere with, business relationships between the members of the Restricted Group and any of their clients, customers, suppliers, partners, members or investors.
(iii) Executive may, directly or indirectly own, solely as an investment, securities of any Person engaged in a Business (including, without limitation, a Competitor) if Executive (A) is not a Controlling Person of, or a member of a group which Controls, such Person and (B) does not, directly or indirectly, own 2% or more of any class of securities of such Person.
(iv) During Executive’s employment with the Company and during the Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly:
(A) solicit or encourage any employee of the Restricted Group to leave the employment of the Restricted Group;
(B) hire any executive-level employee who was employed by the Restricted Group as of Executive’s Date of Termination or who left the employment of the Restricted Group coincident with, or within one year prior to or after, the Executive’s Date of Termination; or
(C) encourage any material consultant of the Restricted Group to cease working with the Restricted Group.
(D) intentionally and adversely interfere with, or attempt to adversely interfere with, business relationships between the members of the Restricted Group and any of their clients, customers, suppliers, partners, members or investors.
(v) For purposes of this Appendix B:
Appears in 1 contract
Sources: Executive Employment Agreement (Bowman Consulting Group Ltd.)
Non-Competition; Non-Solicitation; Non-Disparagement. (a) a. Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company Employer and its Affiliates affiliates and accordingly agrees as follows:
(i) During that, during the Employment Term and, for a period of one year following any termination of Executive’s 's employment with the Company or its Affiliates and for a period of 12 months following the date Executive ceases to be employed by the Company or its Affiliates (the “"Restricted Period”"), Executive will not, whether on Executive’s 's own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“"Person”"), directly or indirectly solicit or assist engage in soliciting in competition with the Restricted Group in the Business, the any business of any then current or prospective client or customer with whom Executive (or his direct reports) had personal contact or dealings on behalf of the Company or its Affiliates during the two-year period preceding Executive’s termination of employment.
(ii) During the Restricted Period, Executive will not that directly or indirectly competes in any state or material way with the District primary business of Columbia where the Company maintains an office with a minimum of twenty employees Company:
(A) enter the employ of a Competitor, except where such employment does not relate in any manner to the Business;
(B) without the prior written authorization of the Board, which consent may be withheld at the Board’s sole and absolute discretion, render any services to a Competitor; except where such services do not relate in any manner to the Business;
(C) acquire a financial interest in and otherwise become actively involved in the Business with any Person as, a general partner, shareholder, officer, director, principal, member, manager, agent, trustee or lender; or
(D) intentionally and adversely interfere with, or attempt to adversely interfere with, business relationships between the members of the Restricted Group and any of their clients, customers, suppliers, partners, members or investors.
(iii) Executive may, directly or indirectly own, solely as an investment, securities of any Person engaged in a Business (including, without limitation, a Competitor) if Executive (A) is not a Controlling Person of, or a member of a group which Controls, such Person and (B) does not, directly or indirectly, own 2% or more of any class of securities of such Person.
(ivi) During Executive’s employment with the Company and during the Restricted Period, Executive will not, whether on Executive’s 's own behalf or on behalf of or in conjunction with any Person, directly or indirectly:
(A) solicit or encourage any employee of the Restricted Group Company or its affiliates to leave the employment of the Restricted Group;Company or its affiliates; or
(B) hire any executive-level such employee who was employed by the Restricted Group Company or its affiliates as of the date of Executive’s Date 's termination of Termination employment with the Company or who left the employment of the Restricted Group Company or its affiliates coincident with, or within one year prior to or after, the termination of Executive’s Date of Termination; or's employment with the Company.
b. Executive shall not at any time issue any press release or make any public statement about the Company or any director, officer, employee, successor, parent, subsidiary or agent or representative of, or attorney to the Company (C) encourage any material consultant of the Restricted Group foregoing, a "Company Affiliate") regarding (i) any of the foregoing's financial status, business, services, business methods, compliance with laws, or ethics or otherwise, or (ii) regarding Company personnel, directors, officers, employees, attorneys, agents, including, without limitation, in respect of both clauses (i) and (ii), any statement that is intended or reasonably likely to cease working disparage the Company or any Company Affiliate, or otherwise degrade any Company Affiliate's reputation in the business, industry or legal community in which any such Company Affiliate operates and, the Company shall not at any time issue any press release or make any public statement about Executive or her spouse that is intended or reasonably likely to disparage Executive's reputation in the business, industry or legal community or otherwise degrade her or his reputation or standing in their community; provided, that, Executive and the Company shall be permitted to (a) make any statement that is required by applicable securities or other laws to be included in a filing or disclosure document, subject to prior notice to the other thereof, and (b) defend herself or itself against any statement made by the other party (including those made by any Company Affiliate or by any person affiliated with the Restricted GroupExecutive or her spouse) that is intended or reasonably likely to disparage or otherwise degrade that party's reputation, only if there is a reasonable belief that the statements made in such defense are not false statements and (c) provide truthful testimony in any legal proceeding.
(v) For purposes c. It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 9 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Appendix B:Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.
Appears in 1 contract
Non-Competition; Non-Solicitation; Non-Disparagement. (a) Executive acknowledges and recognizes the highly competitive nature In consideration of the businesses promises herein contained and in consideration of the Company payments and its Affiliates and accordingly agrees as follows:
(i) During Executive’s employment with other consideration to be provided to the Company or its Affiliates and Sellers, for a period of 12 months following five (5) years commencing on the date Executive ceases to be employed by the Company or its Affiliates Closing Date (the “Restricted Period”), Executive will notthe Parent, whether on Executive’s own behalf the Sellers, and their Affiliates (for the avoidance of doubt, other than the Group Companies) shall not and shall not permit any of their respective Affiliates (collectively, the “Restricted Persons”) to, individually or on behalf of in partnership, jointly or in conjunction with or for any personPerson: except as set forth in the final sentence of this Section 5.7(a), firm(i) own, partnershipmanage, operate, control, participate in, or directly or indirectly assist others with the ownership, management, operation or conduct of a Competing Business in the United States or Canada (the “Restricted Territory”), including by having an interest in, any Person, or participating in any enterprise, partnership or joint venture, associationor (ii) cause, corporation induce or other business organization, entity encourage any material client or enterprise whatsoever (“Person”), directly customer of the Company Group or indirectly solicit or assist in soliciting in competition with the Restricted Group in the Business, the business of any then current or known prospective client or customer with whom Executive (or his direct reports) had personal contact or dealings on behalf of the Company Group (including any existing or its Affiliates during the two-year period preceding Executive’s termination former client or customer of employment.
(ii) During the Restricted Period, Executive will not directly or indirectly in any state or the District of Columbia where the Company maintains an office with a minimum of twenty employees :
(A) enter the employ of a Competitor, except where such employment does not relate in any manner to the Business;
(B) without the prior written authorization of the Board, which consent may be withheld at the Board’s sole and absolute discretion, render any services to a Competitor; except where such services do not relate in any manner to the Business;
(C) acquire a financial interest in and otherwise become actively involved in the Business with any Person as, a general partner, shareholder, officer, director, principal, member, manager, agent, trustee or lender; or
(D) intentionally and adversely interfere with, or attempt to adversely interfere with, business relationships between the members of the Restricted Group and any Person that any Restricted Person knows to have become a material client or customer of their clientsthe Company Group after the Closing), customersor any other Person who the Parent (or its Affiliates) knows to have a material business relationship with the Company Group, suppliersto terminate or adversely modify any such actual or prospective relationship. For the avoidance of doubt, partnersit shall not constitute a breach of this Section 5.7 if a Restricted Person, members in response to any unsolicited request for referral or investors.
recommendation from any Person, refers such Person to a Competing Business. Notwithstanding the foregoing (iiiX) Executive maya Restricted Person may own, directly or indirectly ownindirectly, solely as an a passive investment, securities of any Person engaged in a Business (including, without limitation, a Competitor) traded on any national securities exchange if Executive (A) such Restricted Person is not a Controlling controlling Person of, or a member of a group which Controlscontrols, such Person and (B) does not, directly or indirectly, own two percent (2% %) or more of any class of securities of such Person, and (Y) Buyers expressly acknowledge, agree and accept that each of ▇. ▇▇▇▇▇ Securities, Inc. and the entities listed and identified on Schedule 5.7(a) of the Disclosure Letter or any of their respective successors, assignors, or Subsidiaries (collectively, the “Excluded Companies”) have been and are currently engaged in the Competing Business in the Restricted Territory and will continue to be engaged in the Competing Business in the Restricted Territory following the Closing, and agree that nothing set forth in this Agreement shall (i) restrict or prohibit ▇. ▇▇▇▇▇ Securities, Inc. directly or indirectly owning the equity interests of any Excluded Company, or (ii) restrict or prohibit the Excluded Companies from continuing to be engaged in such Competing Business in the Restricted Territory; provided, that solely with respect to ▇. ▇▇▇▇▇ Securities, Inc. and its successors and Subsidiaries, such engagement in the Competing Business shall be limited to the extent that ▇. ▇▇▇▇▇ Securities, Inc. and its Subsidiaries engaged in such Competing Business in the ordinary course prior to the Closing Date.
(ivb) During Executive’s employment with the Restricted Period, the Parent and the Sellers shall not, and shall not permit any Restricted Person to, directly or indirectly, hire or solicit any person who is or was employed by, or engaged in a contractor relationship with, the Company and Group during the Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly:
(A) solicit or encourage any such employee of the Restricted Group or contractor to leave such employment or cease contracting with the employment of the Restricted Group;
(B) Company Group or hire any executive-level such employee or contractor who was employed has left such employment or ceased contracting with the Company Group; provided that nothing in this Section 5.7(b) shall prevent any Restricted Person from hiring (i) any employee whose employment has been terminated by the Restricted Group as Buyers or their Affiliates; or (ii) after one (1) year from the date of Executive’s Date termination of Termination or who left employment, any employee whose employment has been terminated by the employment of the Restricted Group coincident with, or within one year prior to or after, the Executive’s Date of Termination; or
(C) encourage any material consultant of the Restricted Group to cease working with the Restricted Groupemployee.
(vc) For purposes The Parent and the Sellers each acknowledge that a breach or threatened breach of this Appendix B:Section 5.7 would give rise to irreparable harm to the Buyers, for which monetary damages would not be an adequate remedy, and hereby agrees that in the event of a breach or a threatened breach by the Parent, any Sellers or any Restricted Persons of any such obligations, the Buyers shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to 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).
(d) The Parent and the Sellers acknowledge that the restrictions contained in this Section 5.7 are reasonable and necessary to protect the legitimate interests of the Buyers and constitute a material inducement to the Buyers to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 5.7 should ever be adjudicated to exceed the 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 5.7 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction.
(e) Each Party agrees that they shall not (and shall not permit any of their respective Affiliates to), engage in any pattern of conduct that involves the making or publishing of written or oral statements or remarks (including without limitation, the repetition or distribution of derogatory rumors, allegations, negative reports or comments) which are disparaging, deleterious or damaging to the integrity, reputation or goodwill of the other Party, any of their respective Affiliates or any of their (or their respective Affiliates’) directors, officers, employees, managers or agents.
Appears in 1 contract
Sources: Equity Purchase Agreement (B. Riley Financial, Inc.)
Non-Competition; Non-Solicitation; Non-Disparagement. (a) Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company and its Affiliates and Subsidiaries, and accordingly agrees as follows:
(i) During Executive’s employment with the Company or its Affiliates or Subsidiaries (the “Employment Term”) and for a period of 12 months one year following the date Executive ceases to be employed by the Company or its Affiliates or Subsidiaries (the “Restricted Period”), Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (for the purposes of this Appendix A, a “Person”), directly or indirectly solicit or assist in soliciting the business of any then-current or prospective client or customer of any member of the Restricted Group in competition with the Restricted Group in the Business, the business of any then current or prospective client or customer with whom Executive (or his direct reports) had personal contact or dealings on behalf of the Company or its Affiliates during the two-year period preceding Executive’s termination of employment.
(ii) During the Restricted Period, Executive will not directly or indirectly in any state or the District of Columbia where the Company maintains an office with a minimum of twenty employees indirectly:
(A) enter engage in the employ Business anywhere in the United States, or in any geographical area that is within 100 miles of any geographical area where the Restricted Group engages in the Business, including, for the avoidance of doubt, by entering into the employment of or rending any services to a Core Competitor, except where such employment does or services do not relate in any manner to the Business;
(B) without the prior written authorization of the Board, which consent may be withheld at the Board’s sole and absolute discretion, render any services to a Competitor; except where such services do not relate in any manner to the Business;
(C) acquire a financial interest in and in, or otherwise become actively involved with, any Person engaged in the Business with any Person asBusiness, a general directly or indirectly, as an individual, partner, shareholder, officer, director, principal, member, manager, agent, trustee or lenderconsultant; or
(DC) intentionally and adversely interfere with, or attempt to adversely interfere with, business relationships between the members of the Restricted Group and any of their clients, customers, suppliers, partners, members or investors.
(iii) Notwithstanding anything to the contrary in this Appendix A, Executive may, directly or indirectly own, solely as an investment, securities of any Person engaged in a Business (including, without limitation, a Core Competitor) which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Executive (Ai) is not a Controlling Person controlling person of, or a member of a group which Controlscontrols, such Person person and (Bii) does not, directly or indirectly, own 2% or more of any class of securities of such Person.
(iv) During Executive’s employment with the Company Employment Term and during the Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly:
(A) solicit or encourage any employee of the Restricted Group to leave the employment of the Restricted Group;
(B) hire any executive-level employee, key personnel, or manager-level employee (i.e., any operations manager or district sales manager) who was employed by the Restricted Group as of the date of Executive’s Date termination of Termination employment with the Company or who left the employment of the Restricted Group coincident with, or within one year prior to or after, the termination of Executive’s Date of Terminationemployment with the Company; or
(C) encourage any material consultant of the Restricted Group to cease working with the Restricted Group.
(v) For purposes of this Appendix BAgreement:
Appears in 1 contract
Sources: Management Subscription Agreement (APX Group Holdings, Inc.)
Non-Competition; Non-Solicitation; Non-Disparagement. (a) a. Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company Employer and its Affiliates affiliates and accordingly agrees as follows:
(i) During that, during the Employment Term and, for a period of one year following any termination of Executive’s 's employment with the Company or its Affiliates and for a period of 12 months following the date Executive ceases to be employed by the Company or its Affiliates (the “"Restricted Period”"), Executive will not, whether on Executive’s 's own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“"Person”"), directly or indirectly solicit or assist engage in soliciting in competition with the Restricted Group in the Business, the any business of any then current or prospective client or customer with whom Executive (or his direct reports) had personal contact or dealings on behalf of the Company or its Affiliates during the two-year period preceding Executive’s termination of employment.
(ii) During the Restricted Period, Executive will not that directly or indirectly competes in any state or material way with the District primary business of Columbia where the Company maintains an office with a minimum of twenty employees Company:
(A) enter the employ of a Competitor, except where such employment does not relate in any manner to the Business;
(B) without the prior written authorization of the Board, which consent may be withheld at the Board’s sole and absolute discretion, render any services to a Competitor; except where such services do not relate in any manner to the Business;
(C) acquire a financial interest in and otherwise become actively involved in the Business with any Person as, a general partner, shareholder, officer, director, principal, member, manager, agent, trustee or lender; or
(D) intentionally and adversely interfere with, or attempt to adversely interfere with, business relationships between the members of the Restricted Group and any of their clients, customers, suppliers, partners, members or investors.
(iii) Executive may, directly or indirectly own, solely as an investment, securities of any Person engaged in a Business (including, without limitation, a Competitor) if Executive (A) is not a Controlling Person of, or a member of a group which Controls, such Person and (B) does not, directly or indirectly, own 2% or more of any class of securities of such Person.
(ivi) During Executive’s employment with the Company and during the Restricted Period, Executive will not, whether on Executive’s 's own behalf or on behalf of or in conjunction with any Person, directly or indirectly:
(A) solicit or encourage any employee of the Restricted Group Company or its affiliates to leave the employment of the Restricted Group;Company or its affiliates; or
(B) hire any executive-level such employee who was employed by the Restricted Group Company or its affiliates as of the date of Executive’s Date 's termination of Termination employment with the Company or who left the employment of the Restricted Group Company or its affiliates coincident with, or within one year prior to or after, the termination of Executive’s Date of Termination; or's employment with the Company.
b. Executive shall not at any time issue any press release or make any public statement about the Company or any director, officer, employee, successor, parent, subsidiary or agent or representative of, or attorney to the Company (C) encourage any material consultant of the Restricted Group foregoing, a "Company Affiliate") regarding (i) any of the foregoing's financial status, business, services, business methods, compliance with laws, or ethics or otherwise, or (ii) regarding Company personnel, directors, officers, employees, attorneys, agents, that, in either case, is intended or reasonably likely to cease working disparage the Company or any Company Affiliate, or otherwise degrade any Company Affiliate's reputation in the business, industry or legal community in which any such Company Affiliate operates and, the Company shall not at any time issue any press release or make any public statement about Executive or her spouse that is intended or reasonably likely to disparage Executive's reputation in the business, industry or legal community or otherwise degrade her or his reputation or standing in their community; provided, that, Executive and the Company shall be permitted to (a) make any statement that is required by applicable securities or other laws to be included in a filing or disclosure document, subject to prior notice to the other thereof, and (b) defend herself or itself against any statement made by the other party (including those made by any Company Affiliate or by any person affiliated with the Restricted GroupExecutive or her spouse) that is intended or reasonably likely to disparage or otherwise degrade that party's reputation, only if there is a reasonable belief that the statements made in such defense are not false statements, (c) while employed as an officer of the Company, make any statement that Executive determines in good faith is necessary or appropriate to the discharge of her duties as an officer of the Company, and (d) provide truthful testimony in any legal proceeding.
(v) For purposes c. It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 9 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Appendix B:Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.
Appears in 1 contract
Sources: Employment Agreement (Frontier Communications Corp)
Non-Competition; Non-Solicitation; Non-Disparagement. (a) Executive acknowledges For the reasons and recognizes the highly competitive nature of the businesses of the Company consideration specified in Section 8, Employee hereby covenants and its Affiliates and accordingly agrees as follows:
(i) During Executive’s employment with the Company or its Affiliates and for a period of 12 months following the date Executive ceases to be employed by the Company or its Affiliates (the “Restricted Period”)that, Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Restricted Group in the Business, the business of any then current or prospective client or customer with whom Executive (or his direct reports) had personal contact or dealings on behalf of the Company or its Affiliates during the twoTerm of Non-year period preceding Executive’s termination of employment.
(ii) During the Restricted PeriodCompetition, Executive will not directly or indirectly in any state or the District of Columbia where the Company maintains an office with a minimum of twenty employees :
(A) enter the employ of a Competitor, except where such employment does not relate in any manner to the Business;
(B) without the prior written authorization of the Board, which consent may be withheld at the Board’s sole and absolute discretion, render any services to a Competitor; except where such services do not relate in any manner to the Business;
(C) acquire a financial interest in and otherwise become actively involved in the Business with any Person as, a general partner, shareholder, officer, director, principal, member, manager, agent, trustee or lender; or
(D) intentionally and adversely interfere with, or attempt to adversely interfere with, business relationships between the members of the Restricted Group and any of their clients, customers, suppliers, partners, members or investors.
(iii) Executive may, directly or indirectly own, solely as an investment, securities of any Person engaged in a Business (including, without limitation, a Competitor) if Executive (A) is not a Controlling Person of, or a member of a group which Controls, such Person and (B) does Employee shall not, directly or indirectly, own 2% individually or more of as an officer, director, manager, employee, stockholder, consultant, contractor, partner, member, joint venturer, agent, equity owner or in any class of securities of such Person.capacity whatsoever:
(ivi) During Executiveown, engage in, manage, operate, join, control, be employed by, provide Competing Services to, or participate in the ownership, management, operation or control of or provision of Competing Services to, a Competing Business operating in the Geographic Area;
(ii) recruit, hire, assist in hiring, attempt to hire, or contact or solicit with respect to hiring any Person who, at any time during the 12 month period ending on the Date of Termination, was an employee of the Company; provided, that Employee may hire any Person that served as an administrative or clerical employee at the time Employee’s employment with the Company and during the Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly:terminates;
(Aiii) solicit induce or encourage attempt to induce any employee of the Restricted Group Company to leave the employment of the Restricted Group;
(B) hire terminate, or in any executive-level employee who was employed by the Restricted Group as of Executive’s Date of Termination or who left the employment of the Restricted Group coincident way interfere with, or within one year prior to or after, the Executive’s Date of Terminationrelationship between the Company and any employee thereof; or
(Civ) encourage induce or attempt to induce any material consultant customer, client, patient, supplier, service provider, or other business relation of the Restricted Group Company in the Geographic Area to cease working doing business with the Restricted GroupCompany, or in any way interfere with the relationship between the Company and any such Person. Notwithstanding the foregoing, the Company agrees that Employee may own less than one percent of the outstanding voting securities of any publicly traded company that is a Competing Business so long as Employee does not otherwise participate in such competing business in any way prohibited by this Section 10.
(vb) For purposes Employee shall not make any negative or disparaging comments regarding the Company, its Subsidiaries or Affiliates or any of their respective officers, directors, shareholders, partners, members, managers, agents or employees (collectively, the “Representatives”), including regarding the performance of the Company, its Subsidiaries or Affiliates, or otherwise take any action that could reasonably be expected to adversely affect the Company, its Subsidiaries or Affiliates or the personal or professional reputation of any of their respective Representatives. Information required to be disclosed by Employee pursuant to any applicable law, court order, subpoena, process or governmental decree shall not constitute a violation or breach of this Appendix B:Section 10(b); provided, that Employee delivers written notice of such required disclosure to the Company promptly before making such disclosure if such notice is not prohibited by applicable law, court order, subpoena, process or governmental decree.
(c) Employee acknowledges that the geographic boundaries, scope of prohibited activities, and time duration of the preceding paragraphs in this Section 10 (including the defined terms for “Competing Business,” “Geographic Area,” and “Term of Non-Competition” set forth in Section 1) are reasonable in nature and are no broader than are necessary to maintain the goodwill of the Company and the confidentiality of its Confidential Information and to protect the goodwill and other legitimate business interests of the Company, and also that the enforcement of such covenants would not cause Employee any undue hardship or unreasonably interfere with Employee’s ability to earn a livelihood. If Employee violates the covenants and restrictions in this Section 10 and the Company brings legal action for injunctive or other equitable relief, Employee agrees that the Company shall not be deprived of the benefit of the full period of the restrictive covenant, as a result of the time involved in obtaining such relief. Accordingly, Employee agrees that the provisions in Section 10(a) shall have a duration determined pursuant to Section 10(a), computed from the date the legal or equitable relief is granted.
(d) If any court in any jurisdiction determines that any portion of this Section 10 (including the defined terms for “Competing Business,” “Geographic Area,” and “Term of Non-Competition” set forth in Section 1) is invalid or unenforceable within such jurisdiction under circumstances then existing, the remainder of this Section 10 (including the defined terms for “Competing Business,” “Geographic Area,” and “Term of Non-Competition” set forth in Section 1) shall not thereby be affected and shall be given full effect without regard to the invalid or unenforceable provisions. If any court in any jurisdiction construes any of the provisions of this Section 10 (including the defined terms for “Competing Business,” “Geographic Area,” and “Term of Non-Competition” set forth in Section 1) to be invalid or unenforceable within such jurisdiction under circumstances then existing, because of the duration, scope or geographical area of such provision, such court shall be required to substitute the maximum duration, scope or geographical area reasonable under such circumstances within such jurisdiction for the stated period, scope or area with respect to such jurisdiction and such court shall be allowed to revise the restrictions contained herein to cover the maximum duration, scope and area permitted by law, and to enforce such provision as so revised.
(e) As used in this Section 10 (and the defined terms for “Competing Business,” “Geographic Area,” and “Term of Non-Competition” set forth in Section 1), “Company” shall include the Company and any of its Subsidiaries.
Appears in 1 contract