Optionee Covenants Sample Clauses

The "Optionee Covenants" clause sets out the specific obligations and commitments that the optionee (the party granted an option, such as to purchase property or shares) must fulfill during the term of the option agreement. These covenants may include requirements such as maintaining the property in good condition, refraining from unauthorized transfers, or complying with applicable laws and regulations. By clearly outlining the optionee's duties, this clause helps ensure that the optionor's interests are protected and that the value of the underlying asset is preserved during the option period.
Optionee Covenants. The Optionee recognizes that over a period of many years the Company and its Affiliates (including any predecessors or entities from which it might have acquired goodwill) have developed, at considerable expense, relationships with customers and prospective customers which constitute a major part of the value of the goodwill of the Company and the Affiliates. During the course of his or her employment by the Company, the Optionee will have substantial contact with these customers and prospective customers. In order to protect the goodwill of the Company's and the Affiliates' businesses, the Optionee covenants and agrees that, in the event of the termination of his or her employment, whether voluntary or involuntary, he or she shall forfeit the Options granted under this Agreement if he or she directly or indirectly as an owner, shareholder, director, employee, partner, agent, broker, consultant or other participant, for the period during which such Options are exercisable: (a) calls upon or causes to be called upon, or solicits or assists in the solicitation of any person, firm, association, or corporation, listed as a customer of the Company or any Affiliate on the date of termination of the Optionee's employment, for the purpose of selling, renting or supplying any product or service competitive with the products or services of the Company or any Affiliate; or (b) performs or contracts to perform for a competitor of the Company or any Affiliate the same or similar services he or she performed for the Company or such Affiliate. Subparagraphs (a) and (b) of this paragraph 7 are separate and divisible covenants; if for any reason any one covenant is held to be invalid or unenforceable, in whole or in part, the same shall not be held to affect the validity or enforceability of the others, or of any other provision of this Agreement. The period and scope of the restrictions set forth in this paragraph 7 shall be reduced to the maximum permitted by the law actually applied to determine the validity of each subparagraph.
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Optionee Covenants. Optionee hereby covenants:
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Optionee Covenants. The Optionee recognizes that over a period of many years the Company and its Affiliates (including any predecessors or entities from which they might have acquired goodwill) have developed, at considerable expense, relationships with customers and prospective customers which constitute a major part of the value of the goodwill of the Company and its Affiliates. During the course of his employment by the Company, the Optionee will have substantial contact with these customers and prospective customers. In order to protect the goodwill of the Company’s and the Affiliate’s businesses, the Optionee covenants and agrees that, in the event of the termination of his employment, whether voluntary or involuntary, he shall forfeit the option if he directly or indirectly as an owner, shareholder, director, employee, partner, agent, broker, consultant or other participant, for the period during which the option is exercisable: (a) calls upon or causes to be called upon, or solicits or assists in the solicitation of any person, firm, association, or corporation, listed as a customer of the Company or any of its Affiliates on the date of termination of the Optionee’s employment, for the purpose of selling, renting or supplying any product or service competitive with the products or services of the Company or any of its Affiliates; or (b) performs for a competitor of the Company the same or similar services he or she performed for the Company. Subparagraphs (a) and (b) are separate and divisible covenants; if for any reason any one covenant is held to be invalid or unenforceable, in whole or in part, the same shall not be held to affect the validity or enforceability of the others, or of any provision of this Agreement. The period and scope of the restrictions set forth in this paragraph shall be reduced to the maximum permitted by the law actually applied to determine the validity of each subparagraph.
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Optionee Covenants. 11.1 In consideration of the acquisition of Shares hereunder, the Optionee agrees that the Optionee will not, during the Optionee’s employment with the Company or any of its subsidiaries or any entity that becomes a parent of the Company following the date hereof (a “Future Parent”) and for one year thereafter (the “Non-Competition Term”), directly or indirectly, own, manage, operate, join, control, be employed by, or participate in the ownership, management, operation or control of, or be connected in any manner with, including but not limited to holding any position as a shareholder, director, officer, consultant, independent contractor, employee, partner, or investor in, any Restricted Enterprise (as defined below); provided that in no event shall ownership of less than 1% of the outstanding equity securities of any issuer whose securities are registered under the Exchange Act, standing alone, be prohibited by this Section 11. For purposes of this Agreement, the term “Restricted Enterprise” shall mean any person, corporation, partnership or other entity that is engaged, directly or indirectly, in (a) the design, manufacture, installation, servicing, consultation and other professional services and applications of Turret Systems (as defined below); (b) the design and implementation of the in-building cabling and infrastructure necessary for customers do business; (c) the design, provisioning, installation or servicing of telecommunications services for trading floors; or (d) managed services in connection with trading organizations as provided by the Employer during the Employee’s employment with the Employer, in each case in the United States or in any other geographic location where the Employer or any of its affiliates do business. For purposes of this Agreement, the term “Turret Systems” shall mean telecommunications equipment and software to enable communications (including voice, video and data) primarily among traders, counterparties and associated support personnel. Following termination of the Optionee’s employment with all member of the Company Group, upon request of the Company, the Optionee shall notify the Company of the Optionee’s then current employment status. Notwithstanding anything to the contrary contained herein, in the event of the involuntary termination of the Optionee’s employment with the Company and its subsidiaries for any reason other than Cause, the Non-Competition Term shall end upon the earlier of (i) one year from the dat...
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Optionee Covenants. The Optionee recognizes that over a period of many ------------------ years the Company and its Affiliates (including any predecessors or entities from which they might have acquired goodwill) have developed, at considerable expense, relationships with customers and prospective customers which constitute a major part of the value of the goodwill of the
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Optionee Covenants. By exercising this Option, Optionee agrees that: (a) the Company may require Optionee to enter an arrangement providing for the cash payment by Optionee to the Company of any tax withholding obligation of the Company arising by reason of: (1) the exercise of this Option; (2) the lapse of any substantial risk of forfeiture to which the shares are subject at the time of exercise; or
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Optionee Covenants. As a material inducement to the Company to make the grant of the Option, Optionee represents and warrants that he is bound by the covenants set forth in Paragraphs 7 through 10 of the Employment Agreement.
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Optionee Covenants 
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Related to Optionee Covenants

  • Employee Covenants Employee agrees and covenants: (A) to treat all Confidential Information as strictly confidential; (B) not to directly or indirectly disclose, publish, communicate, or make available Confidential Information, or allow it to be disclosed, published, communicated, or made available, in whole or part, to any entity or person whatsoever (including other employees of Company not having a need to know and authority to know and use the Confidential Information in connection with the Business and, in any event, not to anyone outside of the direct employ of Company except as required in the performance of any of Employee’s authorized employment duties to Company or with the prior consent of an authorized officer acting on behalf of Company in each instance (and then, such disclosure shall be made only within the limits and to the extent of such duties or consent); and (C) not to access or use any Confidential Information, and not to copy any documents, records, files, media, or other resources containing any Confidential Information, or remove any such documents, records, files, media, or other resources from the premises or control of Company except as required in the performance any of the Employee’s authorized employment duties to Company or with the prior consent of an authorized officer acting on behalf of Company in each instance (and then, such disclosure shall be made only within the limits and to the extent of such duties or consent). Employee understands and acknowledges that Employee’s obligations under this Agreement regarding any particular Confidential Information begin immediately and shall continue during and after Employee’s employment by Company until the Confidential Information has become public knowledge other than as a result of Employee’s breach of this Agreement or a breach by those acting in concert with Employee or on Employee’s behalf.

  • Non-Compete Covenants If Employee terminates his employment without cause, or if Employee's employment is terminated by Bank for cause, then for one year from the date of such termination Employee will not, without the prior written consent of Bank: 8.1.1 Undertake full or part-time work, either as an employee or as a consultant, for another financial institution if such work is to be done, in whole or in part, in or from an office or other work site in Yamhill, Wasco, Hood River, Jefferson, Deschutes, ▇▇▇▇▇▇▇ or ▇▇▇▇▇▇▇ Counties, Oregon, in Klickitat County, Washington, or in any other county in Oregon or Washington in which Bancorp or any of its affiliates has a place of business at the time of termination; or 8.1.2 Hire for any financial institution or other employer (including himself) any employee of Bancorp or any of its affiliates, or directly or indirectly cause such an employee to leave his or her employment to work for another employer, if such employee is to work in or from an office or other work site in Yamhill, Wasco, Hood River, Jefferson, Deschutes, ▇▇▇▇▇▇▇ or ▇▇▇▇▇▇▇ Counties, Oregon, in Klickitat County, Washington, or in any other county in Oregon or Washington in which Bancorp or any of its affiliates has a place of business at the time of termination.

  • Executive Covenants This is an Exhibit A to, and forms a part of, an agreement with the Company relating to employment and post-employment competition (the "Presidents' Council Agreement"). This Exhibit shall not diminish in any way Executive's rights under the terms of such Presidents' Council Agreement, except that Executive's receipt of benefits under this Exhibit is contingent upon Executive's compliance in all material respects with all of the terms and conditions of the Presidents' Council Agreement.

  • Non-Compete Covenant The Company and the Employee agree that the Company's successful operation depends, in significant part, on the Employee's special knowledge and expertise in Finance. Consequently, during the Employment Term and for a period of six (6) months after the date of termination of the Employee's employment with the Company (for any reason whatsoever) or the expiration of this Agreement at the expiration of the Employment Term, the Employee, in further consideration of the Company's agreement to employ the Employee as provided herein, agrees not (a) to engage, directly or indirectly, personally or as an employee, agent, consultant, partner (whether general or limited), member, manager, officer, director, shareholder or otherwise, in any business activities that are the same as those in which the Company engages or proposes to engage (as indicated by the Company's business plan on the date of the expiration of the Employment Term) for or on behalf of himself or any other person, firm, company, corporation or business organization or entity that competes with the Company in the consumer products industry, (b) to engage in such activities with any other person, firm, company, partnership, corporation or business organization or entity engaged in or about to become engaged in such activities for or on behalf of such other person, firm, company, partnership, corporation or business organization or entity, or (c) to entice, induce or encourage any of the Company's other employees or any of its officers, directors or consultants to engage in any activity that, were it done by the Employee, would violate any provision of this Section 5.1; provided, however, that notwithstanding the immediately preceding restrictions set forth in clauses (a), (b) and (c) of this Section 5.1, the Employee shall be allowed to own up to five percent (5%) of the issued and outstanding voting stock or interests of any company or mutual fund that competes directly or indirectly with the Company if such stock or interests are traded on a national securities market or on the NASDAQ Stock Market. The restrictions set forth in this Section 5.1 shall only apply in the State of Utah. The Employee expressly agrees and acknowledges that (i) this covenant not to compete is reasonable as to time and geographic scope and area and does not place any unreasonable burden on the Employee, (ii) the general public will not be harmed as a result of the enforcement of this covenant not to compete, (iii) the Employee has had an opportunity to discuss the terms and conditions of this Agreement generally and this Section 5 specifically with his personal legal counsel, and (iv) the Employee understands and hereby agrees to each and every term and condition of this covenant not to compete.

  • Non-Competition Covenants a. The provisions of this subparagraph a. shall apply both during normal working hours and at all other times including, but not limited to, nights, weekends and vacation time, while Optionee is employed by the Company or any Subsidiary. Optionee shall not directly or indirectly (i) engage in any employment, business, or activity that is competitive with the business of the Company or any Subsidiary, (ii) assist any other person or organization in competing with, or in preparing to engage in competition with, the business of the Company or any Subsidiary. Direct competition shall include, but not be limited to, the design, development, production, promotion or sale of products, software, or services competitive with those of the Company or any Subsidiary. In addition, Optionee shall not directly or indirectly (i) engage in any employment, business, or activity that is competitive with either (A) the proposed business of the Subsidiary that employs Optionee (“Employing Subsidiary”) or (B) any proposed business of any of the Company’s other Subsidiaries (the “Non-Employing Subsidiaries”) of which Optionee has actual knowledge, or (ii) assist any other person or organization in competing with, or in preparing to engage in competition with, either (A) the proposed business of the Employing Subsidiary or (B) any proposed business of any Non-Employing Subsidiary of which Optionee has actual knowledge. b. The provisions of this subparagraph b. shall apply during Optionee’s employment with the Company or any Subsidiary and for a period of twelve months after Optionee ceases to be employed by the Company or any Subsidiary. Optionee shall not directly or indirectly solicit to conduct any Competitive Business with, or conduct any Competitive Business with, any (i) then-current customer of the Employing Subsidiary or (ii) any person that has been a customer of the Employing Subsidiary within the six months prior to the time of Optionee’s separation from employment. The phrase “Competitive Business” means the line(s) of business(es) conducted by the Employing Subsidiary. c. The provisions of this subparagraph c. shall apply during Optionee’s employment with the Company or any Subsidiary and for a period of 12 months after Optionee’s separation from employment. Optionee shall not directly or indirectly solicit to hire, or cause to be hired, any employee of the Company or any Subsidiary as an employee or agent of, or consultant to, any business enterprise that Optionee is associated with. d. Each non-competition covenant of Optionee contained in the preceding provisions of this Paragraph 10 (the “non-competition covenant”) shall be construed as an agreement independent of any other provision of this Agreement and the existence of any claim or cause of action of Optionee against the Company or any Subsidiary, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company or any Subsidiary of such non-competition covenant. e. The Company and Optionee have in good faith used their best efforts to make each non-competition covenant contained in the preceding provisions of this Paragraph 10 reasonable in both scope and in duration. It is not anticipated, nor is it intended, by either party to this Agreement that any court or other tribunal having jurisdiction over the matter will find it necessary to reform any non-competition covenant to make it reasonable in both scope and in duration, or otherwise. If any non-competition covenant is deemed by a tribunal having jurisdiction over the matter to be unlawful or unenforceable, such provision will be deemed severable from this Agreement and such provision will be limited or eliminated to the minimum extent necessary so that the remaining provisions of this Agreement shall otherwise remain in full force and effect and be enforceable. Furthermore, in lieu of such unlawful or unenforceable provision, there shall be added automatically as part of this Agreement a provision as similar in terms as may be possible and be enforceable. f. Optionee is agreeing to the provisions of this Paragraph 10 in consideration of the grant of this Option. The provisions of this Paragraph 10 shall be valid and enforceable by the Company and its Subsidiaries, regardless of whether or not any of this Option granted hereunder actually becomes exercisable, or whether or not Optionee actually exercises any rights under this Option. In the event of any conflict or inconsistency between any provision of this Paragraph 10 and any similar or analogous provision of any other agreement (either currently in effect or that may be entered into in the future) between Optionee, on the one hand, and the Company or any Subsidiary, on the other hand, whichever provision is most favorable to the Company or such Subsidiary shall govern.