Director Covenants. (a) Director acknowledges that he or she has received substantial, valuable consideration, including confidential trade secret and proprietary information relating to the identity and special needs of current and prospective customers of PSB or any PSB Subsidiary, PSB’s and any PSB Subsidiary’s current and prospective services, PSB’s and any PSB Subsidiary’s business projections and market studies, PSB’s and any PSB Subsidiary’s business plans and strategies, and PSB’s and any PSB Subsidiary’s studies and information concerning special services unique to PSB and any PSB Subsidiary, respectively. Director further acknowledges that he or she has received similar confidential information from Summit regarding Summit and the Summit Subsidiaries as a result of the negotiations resulting in the Merger Agreement and will continue to receive such information through the consummation of the Merger. Director further acknowledges and agrees that this consideration constitutes fair and adequate consideration for the execution of the non-solicitation and non-competition restrictions set forth below. Accordingly, other than in any capacity for or on behalf of Summit or any subsidiary of Summit, Director agrees that for a period of 18 months after the Closing Date, Director will not, directly or indirectly, individually or as an employee, partner, officer, director or shareholder or in any other capacity whatsoever:
(i) solicit the business of any person or entity who is a customer of PSB, any PSB Subsidiary, Summit or any Summit Subsidiary as of the date of this Agreement or as of the Closing Date on behalf of any other depository and lending institution (which term includes, for avoidance of doubt, credit unions);
(A) acquire any interest in (directly or indirectly), charter, operate or enter into any franchise or other management agreement with, any insured depository institution that has a location within a 25-mile radius of any location of PSB, any PSB Subsidiary, Summit or any Summit Subsidiary as of the date of this Agreement (the “Noncompete Area”) (but Director may (1) retain any existing ownership interest in any insured depository institution, (2) acquire an ownership interest in any depository institution, so long as that ownership interest does not exceed 3% of the total number of shares outstanding of that depository institution, and (3) invest in an existing mutual fund that invests, directly or indirectly, in such insured depository institutions),
(B) ser...
Director Covenants. (a) Director acknowledges that he has received substantial, valuable consideration, including confidential trade secret and proprietary information relating to the identity and special needs of Mainland Bank’s current and prospective customers Mainland Bank’s current and prospective services, Mainland Bank’s business projections and market studies, Mainland Bank’s business plans and strategies, and Mainland Bank’s studies and information concerning special services unique to Mainland Bank. Director further acknowledges and agrees that this consideration constitutes fair and adequate consideration for the execution of the non-solicitation restriction set forth below. Accordingly, other than in any capacity for or on behalf of Investar or any subsidiary of Investar, Director agrees that Director will not, directly or indirectly, individually or as an employee, partner, officer, director or shareholder or in any other capacity whatsoever:
(i) solicit the business of any person or entity who is a customer of Mainland Bank as of the date of this Support Agreement or as of the Closing Date on behalf of any other insured depository institution;
(ii) (%3) acquire any interest in (directly or indirectly), charter, operate or enter into any franchise or other management agreement with, any insured depository institution that has a location within a fifty (50) mile radius of any location of Mainland Bank (the “Noncompete Area”), provided, however, that Director may (1) retain any existing ownership interest in any insured depository institution as disclosed on Schedule 1 attached hereto, (2) acquire an ownership interest in any publicly-traded depository institution, so long as that ownership interest does not exceed 3% of the total number of shares outstanding of that depository institution, and (3) invest in an existing mutual fund that invests, directly or indirectly, in such insured depository institutions;
(A) serve as an officer, director, employee, agent or consultant to any insured depository institution that has a location within the Noncompete Area; or
(B) establish or operate a branch or other office of an insured depository institution within the Noncompete Area; provided, however, that nothing in this Section 2(a)(ii) shall prevent Director from continuing to serve in his or her existing capacity with the insured depository institution(s) as listed on Schedule 1, attached hereto (Schedule 1 to list institution(s), position(s) currently held and dates of ...
Director Covenants. (a) Director acknowledges that he or she has received substantial, valuable consideration, including confidential trade secret and proprietary information relating to the identity and special needs of current and prospective customers of TBT or any TBT Subsidiary, TBT’s and any TBT Subsidiary’s current and prospective services, TBT’s and any TBT Subsidiary’s business projections and market studies, TBT’s and any TBT Subsidiary’s business plans and strategies, TBT’s and any TBT Subsidiary’s studies, and information concerning special services unique to TBT or any TBT Subsidiary. Director further acknowledges and agrees that this consideration constitutes fair and adequate consideration for the execution of the non-solicitation and non-competition restrictions set forth below. Accordingly, other than in any capacity for or on behalf of FFIN or any Subsidiary of FFIN, Director agrees that Director will not, directly or indirectly, individually or as an employee, partner, officer, director or shareholder or in any other capacity whatsoever:
i. solicit the business of any person or entity who is a customer of TBT or any TBT Subsidiary as of the date of this Agreement or as of the Closing Date on behalf of any other insured depository institution for the purpose of providing financial services to such person or entity;
ii. acquire any interest in (directly or indirectly), charter, operate or enter into any franchise or other management agreement with any insured depository institution that has a location within a 35 mile radius of any location of TBT or any TBT Subsidiary (the “Noncompete Area”) (but notwithstanding the foregoing, Director may (1) acquire an ownership interest in any publicly-traded depository institution, so long as that ownership interest does not exceed 1% of the total number of shares outstanding of that depository institution, and (2) invest in an existing mutual fund that invests, directly or indirectly, in such insured depository institutions);
iii. from and after the Effective Time, serve as an officer, director, employee, agent or consultant to any insured depository institution that has a location within the Noncompete Area;
iv. establish or operate a branch or other office of an insured depository institution within the Noncompete Area; or
v. recruit, hire, assist others in recruiting or hiring, discuss employment with, or refer others concerning employment, any person who is, or within the 12 months preceding the Closing Date was, an...
Director Covenants. (a) Director agrees that Director shall not:
(i) prior to the Effective Time, recruit, hire, assist others in recruiting or hiring, discuss employment with, or refer others concerning employment, any person who is, or within the preceding six (6) months was, an employee of SCVE; and
(ii) after the Effective Time and until the second anniversary of the later of the Effective Time of the Consolidation and cessation of the service of Director as an officer, director, consultant or employee of SCVE, BOS or any other affiliate of Bancorp, recruit, hire, assist others in recruiting or hiring, any person who is an employee of Bancorp or any Bancorp Subsidiary at the date of the recruitment or hire or who was an employee of SCVE within the preceding twelve (12) months immediately preceding the date of the recruitment or hire; provided, however, that this prohibition shall not apply to general recruitment, solicitations and/or hires through employment agencies or advertisements that are placed in publications of general circulations or trade journals whether in the interest or otherwise.
(b) Director agrees that (i) this Agreement is entered into in connection with the conveyance to Bancorp and BOS of the goodwill of the business of SCVE; (ii) Director is receiving valuable consideration in this Agreement and in the Consolidation pursuant to the Consolidation Agreement; (iii) the restrictions imposed upon Director by this Agreement are essential and necessary to ensure that Bancorp and BOS receive the goodwill of SCVE; and (iv) all the restrictions (including particularly the time and geographical limitations) set forth in this Agreement are fair and reasonable.
(c) Director agrees, following the date hereof until this Agreement terminates, not to take any action that would make any representation or warranty of Director contained herein untrue or incorrect or have or would reasonably be expected to have the effect of preventing, impeding or interfering with or adversely affecting the performance by Director of her obligations under this Agreement.
(d) Director agrees to permit Bancorp and/or SCVE to publish and disclose in any proxy statement or securities filing, Director’s identity and ownership of shares of SCVE’s or Bancorp’s capital stock and the nature of Director’s commitments, arrangements and understandings under this Agreement.
(e) From time to time, at the request of Bancorp or BOS and without further consideration, Director shall execute and deliver su...
Director Covenants. (a) Director acknowledges that he or she has received substantial, valuable consideration, including confidential trade secret and proprietary information relating to the identity and special needs of current and prospective customers of the Bank, the Bank’s current and prospective services, the Bank’s business projections and market studies, the Bank’s business plans and strategies, the Bank’s studies and information concerning special services unique to the Bank. Director further acknowledges and agrees that this consideration constitutes fair and adequate consideration for the execution of the non-solicitation and non-competition restrictions set forth below. Accordingly, other than in any capacity for or on behalf of EQBK or any Subsidiary of EQBK, Director agrees that Director will not, directly or indirectly, individually or as an employee, partner, officer, director or shareholder or in any other capacity whatsoever:
i. solicit the business of any person or entity who is a customer of the Bank as of the date of this Agreement or as of the Closing Date on behalf of any other insured depository institution for the purpose of providing financial services to such person or entity, except for customers that also are customers of Docking’s subsidiary financial institution; provided, that such solicitation shall not be to offer the same or similar financial products or services as such person or entity has received from the Bank during the twelve (12) months prior to the Closing Date.
ii. acquire any interest in (directly or indirectly), charter, operate or enter into any franchise or other management agreement with any insured depository institution that has a location (A) in Texas County, Oklahoma, or (B) any county that is contiguous to Texas County, Oklahoma (the “Noncompete Area”) (but notwithstanding the foregoing, Director may (1) retain any existing ownership interest in any insured depository institution as disclosed on Schedule 1 attached hereto, (2) acquire additional ownership interest in any insured depository institution listed on Schedule 1 attached hereto, (3) acquire an ownership interest in any publicly-traded depository institution or its holding company, so long as that ownership interest does not exceed 1% of the total number of shares outstanding of that depository institution or holding company, and (4) invest in an existing mutual fund that invests, directly or indirectly, in such insured depository institutions or holding companies...
Director Covenants. Director agrees that for a period of two (2) years from the Effective Time, Director shall not, directly or indirectly, individually or as an employee, partner, officer, director, promoter or shareholder or in any other capacity whatsoever, except in the performance of customary legal, accounting, insurance, or investment or investment management services as performed at the time of execution of the Agreement or of a similar nature:
(i) solicit the banking business of any current customers of OCB or customers who are customers at the Effective Time;
(ii) (A) acquire, charter, operate or enter into any franchise or other management agreement with any “Financial Institution,” as defined below, in which Director shall be involved in activities competitive with Bancorp or the Bancorp Subsidiaries, or OCB in each case as in existence as of the date hereof, (B) serve as an officer, director, employee, agent, promoter, or consultant to any Financial Institution (whether in existence or in organization) in connection with activities that are competitive with Bancorp or any Bancorp Subsidiaries, or OCB, in each case as in existence as of the date hereof, or (C) establish or operate a branch or other office of a Financial Institution, provided that the restrictions in clauses (A) though (C) above shall apply only to any Financial Institution located within Tulare, Los Angeles, Kxxx, Fresno, Bakersfield, San Lxxx Obispo, Santa Bxxxxxx, or Vxxxxxx Counties in California (“Covered Financial Institution”). For purposes of this Agreement, “Financial Institution” means a “depository institution” as that term is defined in 12 C.F.R. Section 348.2 and any parent or subsidiary thereof.
Director Covenants. (a) Director acknowledges that he or she has received substantial, valuable consideration, including confidential trade secret and proprietary information relating to the identity and special needs of the CFG Entities’ current and prospective customers, the CFG Entities’ current and prospective services, the CFG Entities’ business projections and market studies, the CFG Entities’ business plans and strategies, and the CFG Entities’ studies and information concerning special services unique to the CFG Entities. Director further acknowledges and agrees that this consideration constitutes fair and adequate consideration for the execution of the non-solicitation restriction set forth below. Accordingly, other than in any capacity for or on behalf of Investar or any subsidiary of Investar (or as otherwise permitted below), Director agrees that Director will not, directly or indirectly, individually or as an employee, partner, officer, director or shareholder or in any other capacity whatsoever:
(i) solicit the business of any person or entity who is a customer of any CFG Entity as of the date of this Support Agreement or as of the Closing Date on behalf of any other insured depository institution;
(ii) (A) acquire any interest in (directly or indirectly), charter, operate or enter into any franchise or other management agreement with, any insured depository institution that has a location within a fifty (50) mile radius of any location of any of the CFG Entities (the “Noncompete Area”), provided, however, that Director may (1) retain any existing ownership interest in any insured depository institution as disclosed on Schedule 1 attached hereto, (2) acquire an ownership interest in any privately-held or publicly-traded depository institution, so long as that ownership interest does not exceed 10% of the total number of shares outstanding of that depository institution (unless such acquisition is through bequest or inheritance and is promptly disclosed to Investar in writing), and (3) invest in an existing mutual fund that invests, directly or indirectly, in such insured depository institutions;
Director Covenants. (a) Director agrees that for a period of two (2) years from the date of this Agreement, Director shall not, directly or indirectly, individually or as an employee, partner, officer, director, promoter or shareholder or in any other capacity whatsoever, except in the performance of customary legal, accounting or investment or investment management services as performed at the time of execution of the Agreement or of a similar nature:
(i) solicit the banking business of any current customers of Saehan or the Saehan Subsidiaries; or
(ii) (A) acquire, charter, operate or enter into any franchise or other management agreement with any “Financial Institution,” as defined
Director Covenants. (a) Other than in any capacity for or on behalf of BFST or any Subsidiary of BFST, and except as set forth on Schedule 1 hereto, Director agrees that, prior to the Termination Date (as defined below), Director will not, directly or indirectly, individually or as an executive, partner, officer, director or shareholder or in any other capacity whatsoever:
(i) compete or engage, anywhere in the geographic area comprised of Acadia, Xxxxx, Assumption, Avoyelles, Xxxxxxxxxx, Calcasieu, Xxxxxxx, Xxxxxxxxxx, Iberia, Iberville, Jefferson, Xxxxxxxxx Xxxxx, Lafayette, Lafourche, Natchitoches, Pointe Coupee, Rapides, Sabine, St. Xxxxx, St. Xxxx the Baptist, St. Xxxxxxx, St. Xxxxxx, St. Xxxxxx, St. Xxxx, Xxxxxxxxxx, Vermilion and Xxxxxx parishes (collectively, the “Market Area”) in a business similar to that of BFST, b1Bank, PBI or Pedestal Bank as of the date hereof or the Effective Time of the Merger;
(ii) take any action to invest in, own, manage, operate, control, participate in, be employed or engaged by or be connected in any manner (directly or indirectly), including, without limitation, as an officer, director, employee, agent or consultant, with any Person engaging in a business the same as or similar to that of PBI or Pedestal Bank anywhere within the Market Area; provided, however, Director is permitted hereunder to, directly or indirectly, own any investments owned as of the date of this Agreement (and all such investments in financial institutions conducting business in the Market Area are set forth on Schedule 2 hereto) and may subsequently acquire up to one percent (1%) of the issued and outstanding securities of any publicly traded financial institution conducting business in the Market Area;
(iii) (A) call on, service or solicit competing banking business from any Person who is a customer or prospective customer (if known by Director to be actively sought by Pedestal Bank as of the Effective Time) of PBI or any Subsidiary of PBI as of the date of this Agreement or as of the Closing Date, or (B) interfere with or damage (or attempt to interfere with or damage) any relationship between PBI or any Subsidiary of PBI or any of their respective affiliates and any such customer; or
(iv) call on, solicit or induce any person who is, or within the twelve (12) months preceding the Closing Date was, an employee of PBI or any Subsidiary of PBI to terminate employment from PBI (or its successor) or any Subsidiary of PBI (or its successor), and will not assist any o...
Director Covenants. Director agrees that for a period of eighteen (18) months from the Effective Time, Director shall not, directly or indirectly, individually or as an employee, partner, officer, director, promoter or shareholder or in any other capacity whatsoever, except in the performance of customary legal, accounting, insurance, asset management, or investment or investment management services as performed at the time of execution of the Agreement or of a similar nature:
(a) solicit the banking business of any current customers of Company Bank or customers who are customers at the Effective Time;
(b) subject to the exceptions set forth in Section 2(f) below, (i) acquire, charter, operate or enter into any franchise or other management agreement with any “Financial Institution,” as defined below, in which Director shall be involved in activities competitive with Parent or Parent Bank, or Company or Company Bank, in each case as in existence as of the date hereof, (ii) serve as an officer, director, employee, agent, promoter, or consultant to any Financial Institution (whether in existence or in organization) in connection with activities that are competitive with Parent or Parent Bank, or Company or Company Bank, in each case as in existence as of the date hereof, or (iii) establish or operate a branch or other office of a Financial Institution, provided that the restrictions in clauses (i) though (iii) above shall apply only to any Financial Institution which has its principal California office located in Tulare, Kxxx, Fresno, Kings, San Lxxx Obispo or Ventura Counties in California or the cities of Santa Clarita or Valencia (“Covered Financial Institution”). For purposes of this Agreement, “Financial Institution” means a “depository institution” as that term is defined in 12 C.F.R. Section 348.2 and any parent or subsidiary thereof.
