NON-COMPETITION AND NONSOLICITATION. During the Term and for a period of 24 calendar months after the termination of the Executive's employment (the "Noncompete Period"), the Executive shall not, directly or indirectly, either as a principal, agent, employee, employer, stockholder, partner or in any other capacity whatsoever: (a) engage or assist others engaged, in whole or in part, in any business which is engaged in a business or enterprise that is substantially similar to the business of the Company that the Company was engaged in during the period of the Executive's employment with the Company, or (b) without the prior consent of the Board, employ or solicit the employment of, or assist others in employing or soliciting the employment of, any individual employed by the Company at any time while the Executive was also so employed. Notwithstanding anything else herein to the contrary, the provisions of this Section 11 shall not apply in the event the Executive's employment is terminated for any reason other than a termination by the Company for Cause. Nothing in this Section 11 shall prohibit Executive from making any passive investment in a public company, or where he is the owner of five percent (5%) or less of the issued and outstanding voting securities of any entity, provided such ownership does not result in his being obligated or required to devote any managerial efforts. The Executive agrees that the restraints imposed upon him pursuant to this Section 11 are necessary for the reasonable and proper protection of the Company and its subsidiaries and affiliates, and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area. The parties further agree that, in the event that any provision of this Section 11 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographic area or too great a range of activities, such provision shall be deemed to be modified to permit its enforcement to the maximum extent permitted by law.
NON-COMPETITION AND NONSOLICITATION. Executive shall not, during the Employment Period and for a period of one (1) year thereafter, directly or indirectly:
(a) be or become an officer, director or employee or agent of, or a consultant to or give financial or other assistance to, any person or entity considering engaging in commercial banking, or so engaged, anywhere within the geographic market of Xxxxxx;
(b) seek, in competition with the business of Xxxxxx, to procure orders from or do business with any customer of Xxxxxx;
(c) solicit or contact any person who is an employee of the Xxxxxx with a view to the engagement or employment of such person by a third party;
(d) seek to contract with or engage (in such a way as to adversely affect or interfere with the business of Xxxxxx) any person or entity who has been contracted with or engaged to provide goods or services to Xxxxxx; or
(e) engage in or participate in any effort or act to induce any of the customers, associates, consultants, or employees of Xxxxxx to take any action which might be disadvantageous to Xxxxxx; provided, however, (i) that nothing herein shall prohibit the Executive and Executive’s affiliates from owning, as passive investors, in the aggregate not more than 5% of the outstanding publicly traded stock of any corporation so engaged and (ii) in the event the Executive’s employment is terminated by the Executive for Good Reason or by Xxxxxx other than for Cause, the covenants in this Section 5.2 shall not apply. For the purpose of Sections 5.1 and 5.2, Xxxxxx shall be deemed to refer to Xxxxxx and all of its present or future affiliates.
NON-COMPETITION AND NONSOLICITATION. Executive shall not, during the Employment Period and for a period of three (3) years thereafter, directly or indirectly:
(a) be or become an officer, director or employee or agent of, or a consultant to or give financial or other assistance to, in each case, within 50 miles of Hxxxxx County, Maryland, any person or entity considering engaging in commercial banking or so engaged;
(b) seek, in competition with the business of the Bank or Fulton, to procure orders from or do business with any customer of the Bank or Fulton;
(c) solicit or contact any person who is an employee of the Bank or Fulton with a view to the engagement or employment of such person by a third party;
(d) seek to contract with or engage (in such a way as to adversely affect or interfere with the business of the Bank or Fulton) any person or entity who has been contracted with or engaged to provide goods or services to the Bank; or
(e) engage in or participate in any effort or act to induce any of the customers, associates, consultants, or employees of the Bank, Fxxxxx or any of their affiliates to take any action which might be disadvantageous to the Bank, Fxxxxx or any of their affiliates; provided, however, that nothing (i) herein shall prohibit the Executive and his affiliates from owning, as passive investors, in the aggregate not more than 5% of the outstanding publicly traded stock of any corporation so engaged and (ii) in the event the Executive’s employment is terminated by the Executive for Good Reason or by the Bank other than for Cause, the covenants in this Section 5.2 shall not apply. For the purpose of Sections 5.1 and 5.2, Fulton shall be deemed to refer to Fulton and all of its present or future affiliates.
NON-COMPETITION AND NONSOLICITATION. During the Term and any Non-Compete Period (hereinafter defined), the Executive will not, directly or indirectly, either as a principal, agent, employee, employer, stockholder or partner: (i) engage in any "Competitive Business"; or (ii) employ or solicit the employment of, or assist others in employing or soliciting the employment of, any individual employed by the Company at any time while the Executive was also so employed; PROVIDED, HOWEVER, the foregoing shall not prohibit or limit the Executive's right to pursue and maintain passive investments allowed pursuant to Section 1(c) hereof. For purposes of this Section 11, "Competitive Business" means acquiring, investing in or with respect to, owning, leasing, managing or developing hotel properties in the United States or originating or acquiring loans in respect of hotel properties in the United States where the Executive has duties or performs services that are the same or similar to those services actually performed by the Executive for the Company.
NON-COMPETITION AND NONSOLICITATION. Executive shall not, during the ----------------------------------- term of employment hereunder and for a period of one (1) year thereafter, directly or indirectly:
(a) engage, anywhere in a county in which a branch office of the Bank is then located, in commercial banking;
(b) be or become an officer, director or employee or agent of, or a consultant to or give financial or other assistance to any person or entity considering engaging in commercial banking or so engaged;
(c) seek in competition with the business of the Bank or Fulton to procure orders from or do business with any customer of the Bank or Fulton;
(d) solicit, or contact with a view to the engagement or employment by, any person or entity of any person who is an employee of the Bank or Fulton;
(e) seek to contract with or engage (in such a way as to adversely affect or interfere with the business of the Bank or Fulton) any person or entity who has been contracted with or engaged to provide goods or services to the Bank; or
(f) engage in or participate in any effort or act to induce any of the customers, associates, consultants, or employees of the Bank, Xxxxxx or any of their affiliates to take any action which might be disadvantageous to the Bank, Xxxxxx or any of their affiliates; provided, however, that nothing herein shall prohibit the Executive and his affiliates from owning, as passive investors, in the aggregate not more than 5% of the outstanding publicly traded stock of any corporation so engaged. For the purpose of the foregoing, Fulton shall be deemed to refer to Fulton and all of its present or future affiliates. Notwithstanding the foregoing, if Executive's employment is terminated by Bank without Cause or by Executive for Good Reason, the provisions of Section 5.2(a)-(c) and (e)-(f) shall cease, and be of no further force or effect, beginning with the date of termination of his employment without Cause or for Good Reason.
NON-COMPETITION AND NONSOLICITATION. Physician acknowledges that as a result of Physician's employment with KTPA, Physician will become informed of and have access to the Confidential Information, the unauthorized use or disclosure of which would cause irreparable injury to KTPA. In consideration for access to the Confidential Information, the substantial compensation paid to Physician by KTPA, and the other benefits received by Physician hereunder, Physician agrees with KTPA as follows:
NON-COMPETITION AND NONSOLICITATION. Physician acknowledges that as a result of Physician's employment with MCPA, Physician will become informed of and have access to the Confidential Information, the unauthorized use or disclosure of which would cause irreparable injury to MCPA. In consideration for access to the Confidential Information, the substantial compensation paid to Physician by MCPA, and the other benefits received by Physician hereunder, Physician agrees with MCPA as follows:
NON-COMPETITION AND NONSOLICITATION. Executive shall not, during the Employment Period and for a period of one (1) year thereafter, directly or indirectly:
(a) be or become an officer, director or employee or agent of, or a consultant to or give financial or other assistance to, any person or entity considering engaging in financial services or commercial banking. For the post-termination period, the terms “financial services or commercial banking” shall relate to the extent of those activities performed by Xxxxxx as of the date of termination, or so engaged, anywhere within the geographic market of Xxxxxx at the time of such termination.
(b) seek, in competition with the business of Xxxxxx, to procure orders from or do business with any customer of Xxxxxx;
(c) solicit or contact any person who is an employee of the Xxxxxx with a view to the engagement or employment of such person by a third party;
(d) seek to contract with or engage (in such a way as to adversely affect or interfere with the business of Xxxxxx) any person or entity who has been contracted with or engaged to provide goods or services to Xxxxxx; or
(e) engage in or participate in any effort or act to induce any of the customers, associates, consultants, or employees of Xxxxxx to take any action which might be disadvantageous to Xxxxxx; provided, however, (i) that nothing herein shall prohibit the Executive and Executive’s affiliates from owning, as passive investors, in the aggregate not more than 5% of the outstanding publicly traded stock of any corporation so engaged, (ii) in the event the Executive’s employment is terminated by the Executive for Good Reason or by Xxxxxx other than for Cause, the covenants in this Section 5.2 shall not apply, and (iii) that nothing herein shall prohibit the Executive from accepting a position as an officer, director or employee or agent of, or a consultant to or give financial or other assistance to another entity during a post-termination period where the position and the corporate office of the other bank, bank holding company or entity hiring the Executive are outside a 275 mile radius of Xxxxxx’x corporate office at the time of termination. For the purpose of Sections 5.1 and 5.2, Xxxxxx shall be deemed to refer to Xxxxxx, its successors, and all of its present or future affiliates.
NON-COMPETITION AND NONSOLICITATION. Executive shall not, during the term of employment hereunder and for a period of two (2) years thereafter (unless following Executive's termination of employment this Section 5.2 is validly terminated under Section 5.4 herein), directly or indirectly:
(a) engage, anywhere in a county in which a branch office of the Bank is then located, in commercial banking;
(b) be or become an officer, director or employee or agent of, or a consultant to or give financial or other assistance to any person or entity considering engaging in commercial banking or so engaged;
(c) seek in competition with the business of the Bank or FFC to procure orders from or do business with any customer of the Bank or FFC;
(d) solicit, or contact with a view to the engagement or employment by, any person or entity of any person who is an employee of the Bank or FFC;
(e) seek to contract with or engage (in such a way as to adversely affect or interfere with the business of the Bank or FFC) any person or entity who has been contracted with or engaged to provide goods or services to the Bank; or
(f) engage in or participate in any effort or act to induce any of the customers, associates, consultants, or employees of the Bank, FFC or any of their affiliates to take any action which might be disadvantageous to the Bank, FFC or any of their affiliates; provided, however, that nothing herein shall prohibit the Executive and his affiliates from owning, as passive investors, in the aggregate not more than 5% of the outstanding publicly traded stock of any corporation so engaged. For the purpose of the foregoing, FFC shall be deemed to refer to FFC and all of its present or future affiliates.
NON-COMPETITION AND NONSOLICITATION. Parent, on behalf of itself and its Subsidiaries, hereby covenants and agrees that neither Parent nor any of its Subsidiaries will, directly or indirectly, for a period beginning on the Closing Date and ending on the date that is three (3) years following the Closing Date, anywhere in the United States or in any foreign country, own, manage, operate, control, invest or participate in (either as an owner or shareholder or in any other similar capacity) with any business, partnership, firm, corporation or other entity (other than Buyer) which is engaged, wholly or partly, in the same or substantially similar business as the Business; provided, however, that nothing in this Agreement shall prevent or restrict Parent or any of its Subsidiaries from any of the following: (i) continuing to conduct, operate, or otherwise invest in Parent’s core business, which is comprised of Parent’s Broadband Infrastructure business unit and Multimedia Communications business unit and the Services business unit that supports such business units, but excluding Parent’s four noncore business units: Personal Communications Division, Handsets, Mobile Solutions and Custom Solutions, in each case as more fully described in Parent’s Annual Report on Form 10-K filed with the United States Securities and Exchange Commission on March 3, 2008; (ii) owning as a passive investment of less than three percent (3%) of the outstanding capital stock of a Person (whether public or private) that is engaged in the Business; or (iii) owning a passive equity interest in private debt or equity investment fund in which Parent or its Subsidiaries have no involvement with such entity or its business other than exercising voting and investment rights of an equity holder. Without implied limitation, the foregoing covenant shall include (x) hiring or engaging or attempting to hire or engage for or on behalf of itself or any such competitor any officer or employee of Buyer, the Company, any Subsidiary of the Company, or any former employee of Buyer, the Company, any Subsidiary of the Company who was employed during the twelve (12) month period immediately preceding the date of solicitation, encouraging for or on behalf of itself or any such competitor, any such officer or employee to terminate his or her relationship or employment with Buyer, the Company, any Subsidiary of the Company; provided, that the forgoing shall not prohibit any general solicitation of employees through non-targeted advertisements con...
