ACKNOWLEDGMENTS BY THE UNDERSIGNED Sample Clauses

ACKNOWLEDGMENTS BY THE UNDERSIGNED. The Undersigned acknowledges that: (a) CUNB would not enter into the Merger Agreement unless the Undersigned agrees not to use or disclose Trade Secrets for the benefit of any Person or entity other than CUNB or the Surviving Bank or any of their respective subsidiaries or successors and unless the Undersigned agrees not to solicit Customers or Prospective Customers, for Financial Services, suppliers, or distributors, officers or employees of CUNB or the Surviving Bank, or any of their respective subsidiaries or successors. Accordingly, this Agreement is a material inducement for CUNB to enter into and to carry out the terms of the Merger Agreement. The Undersigned expressly acknowledges that he or she is entering into this Agreement to induce CUNB to enter into and carry out the terms of the Merger Agreement. (b) By virtue of his or her position with FENB, the Undersigned has developed considerable expertise in the business operations of FENB and has or will develop considerable expertise in the business operations of CUNB and/or the Surviving Bank. The Undersigned has had and will have access to Trade Secrets. The Undersigned recognizes that CUNB would be irreparably damaged, and its substantial investment in FENB materially impaired, if the Undersigned were to disclose or make unauthorized use of any Trade Secrets in any way, including but not limited to the use of Trade Secrets to solicit or aid in the solicitation of Customers or Prospective Customers for Financial Services or induce or attempt to induce any Person who is a Customer, Prospective Customer, supplier, or distributor of FENB, CUNB or the Surviving Bank to terminate such Person’s relationships with, or to take any action that would be disadvantageous to, FENB, CUNB or the Surviving Bank. Moreover, the Undersigned recognizes that FENB and CUNB would be irreparably damaged, and CUNB’s substantial investment in FENB materially impaired if the Undersigned were to solicit or aid in the solicitation of any Person who is a FENB, CUNB, or Surviving Bank officer or employee to terminate such Person’s employment relationship with, or to take any action that would be disadvantageous to, FENB, CUNB or the Surviving Bank. Accordingly, the Undersigned expressly acknowledges that he or she is voluntarily entering into this Agreement and that the terms and conditions of this Agreement are fair and reasonable to the Undersigned in all respects.