Non-Competition, Non-Solicitation and Non-Disclosure. (a) Upon any termination of Executive’s employment during the term of this Agreement (other than a termination pursuant to Section 5(a)(iii)), Executive agrees for a period of one (1) year not to directly or indirectly, solicit, hire, or entice any of the following to cease, terminate, or reduce any relationship with the Bank or the Company or to divert any business from the Bank or the Company: (i) any person who was an employee of the Bank or the Company during the term of this Agreement; or (ii) any customer or client of the Bank or the Company. Further, Executive will not directly or indirectly disclose the names, addresses, telephone numbers, compensation, or other arrangements between the Bank or the Company and any individual or entity described in Sections (i) and (ii) of this Section 11(a). The parties hereto, recognizing that irreparable injury will result to the Bank, its business and property in the event of Executive’s breach of this Subsection agree that in the event of any such breach by Executive, the Bank will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive’s partners, agents, servants, employees and all persons acting for or under the direction of Executive. Nothing herein will be construed as prohibiting the Bank from pursuing any other remedies available to the Bank for such breach or threatened breach, including the recovery of damages from Executive.
(b) Upon a termination of Executive’s employment hereunder as a result of which the Bank or Company is paying Executive benefits under sections 5(a)(i) or 5(a)(ii) of this Agreement, Executive agrees not to compete with the Bank for a period of one (1) year following such termination in any city, town or county in which the Bank has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank. The parties hereto, recognizing that irreparable injury will result to the Bank, its business and property in the event of Executive’s breach of this Subsection...
Non-Competition, Non-Solicitation and Non-Disclosure. The Committee in its sole discretion, may require the Employee to forfeit immediately, without consideration from the Company, any portion of the restricted stock units(including the vested but unissued shares of Common Stock relating to such portion) which was not vested or issued prior to any of the following events: (a) the Employee, as individual or as a partner, employee, agent, advisor, consultant or in any other capacity of or to any person, firm, corporation or other entity, directly or indirectly, carries on any business, or becomes involved in any business activity, competitive with the Company or any subsidiary, in violation of the Company’s Code of Ethics and Business Conduct (CP-10-002); (b) the Employee solicits or entices any other employee of the Company or its affiliates to leave the Company or its affiliates to go to work for any other business or organization which is in direct or indirect competition with the Company or any of its affiliates, or request or advises a customer or client of the Company or its affiliates to curtail or cancel such customer’s business relationship with the Company or its affiliates; or (c) the Employee fails to abide by the contractual terms of the Employee Non-disclosure Agreement and/or Invention Assignment Agreement, as applicable, which were executed in accordance with the Company’s Security of Confidential and Proprietary Information Policy (CP-10-013) during the Employee’s employment with the Company; or (c) the Employee solicits.
Non-Competition, Non-Solicitation and Non-Disclosure. (a) For a period of one (1) year following Executive’s termination of employment for any reason other than death, Executive agrees to the application of, and to abide by, the non-competition and non-solicitation restrictions and covenants set forth in this Section 7(a). Notwithstanding the foregoing, no such non-competition and non-solicitation restrictions shall apply in the event of a termination of employment upon or following a “Change in Control” (as defined above in Section 3(b)(iv)) that occurs after the initial term of the change in control and severance agreement contemplated by Section 21.
(i) Executive will not contact (with a view toward selling any product or service competitive with any product or service sold or proposed to be sold by the Company, the Bank, or any subsidiary of such entities) any person, firm, association or corporation (1) to which the Company, the Bank, or any subsidiary of such entities sold any product or service during the thirty-six (36) month period immediately prior to Executive’s termination of employment, or (2) which Executive was otherwise aware was a client of the Company, the Bank, or any subsidiary of such entities at the time of termination of employment. Executive will not directly or indirectly make any such contact, either for his own benefit or for the benefit of any other person, firm, association, or corporation.
(ii) Executive hereby agrees that he shall not engage in providing professional services or enter into employment as an employee, director, consultant, representative, or similar relationship to any financial services enterprise (including but not limited to a savings and loan association, bank, credit union, or insurance company) engaged in the business of offering retail customer and commercial deposit and/or loan products whereby Executive will have a work location within the “Geographic Territory”. For purposes of this Agreement, the term “Geographic Territory” means any location within twenty-five (25) miles of any retail branch offices of the Bank and any loan production offices or commercial lending offices of the Company, the Bank, or any subsidiary of such entities transacting business from such office directly with retail or commercial deposit and/or loan customers existing as of the date of such termination of employment, provided that the Geographic Territory shall not extend outside the State of New Jersey, unless or until, following the date hereof, the Company or the Bank has ope...
Non-Competition, Non-Solicitation and Non-Disclosure. (a) In order to induce the Purchaser to enter into this Agreement and to consummate the transactions contemplated hereby, Cxxxxxxxx Xxxxx and Dxxxx Xxxxxxxxx hereby severally but not jointly covenant and agree as follows:
(i) Such Seller shall not for a period beginning on the date hereof and ending within eighteen months of the date hereof (the “Non-Competition Period”), directly, indirectly, or in concert with any other Person (including those Persons in actual competition with Purchaser or the Company on the Closing Date) (A) acquire or have any interest in, whether as a proprietor, partner, co-venturer, financier, or investor, any Person that directly or through a controlled Affiliate, offers, solicits, provides, or engages in the Business; or (B) be employed by or serve as director, officer, agent, representative, or consultant to any Person that directly or through a controlled Affiliate, offers, solicits, provides, or engages in the Business, provided, however, that (A) such Sellers can engage solely in academic research that is not conducted for commercial purposes in relation with the Business and (B) Mxx. Xxxxxxxxx Xxxxx can run, finance and manage a company which will be engaged in the business of using eVLP Technology for the purpose of developing and commercializing diagnostic and/or vaccine development tools, subject to the limitations specified in Schedule 3.2(m).
(ii) Such Seller shall not, during the Non-Competition Period, directly, indirectly, or in concert with any other Person (including those Persons in actual competition with the Purchaser or the Company on the Closing Date), whether as a proprietor, partner, co-venturer, financier, investor, director, officer, employer, employee, agent, representative, consultant or otherwise request, induce, or attempt to induce any third party to terminate its relationship with the Company or any of its Affiliates (including the Purchaser).
(iii) Such Seller shall not, during the Non-Competition Period, directly, indirectly, or in concert with any other Person (including those Persons in actual competition with the Purchaser or the Company on the Closing Date), whether as a proprietor, partner, co-venturer, financier, investor, director, officer, employer, employee, agent, representative, consultant or otherwise solicit (directly or indirectly, individually or in connection with any new employer or other business partner) any individual who accepts continuing employment with the Company or the Pur...
Non-Competition, Non-Solicitation and Non-Disclosure. (a) For a period of five (5) years from the Closing Date, except as permitted in this Section 6.9, neither Seller nor any of its affiliates shall directly or indirectly (i) process, produce or manufacture (in each case, whether directly or indirectly or through co-packers and whether independently or with co-packers) value-added produce items, including packaged salads, salad kits, specialty salads, fresh-cut vegetables and fresh-cut fruit for sale through any outlets, including grocery stores, supercenters or other outlets in the retail distribution channel and quick-service restaurant and other food service outlets, (ii) sell or provide equipment, processes or material for freshness extending atmosphere systems or (iii) own any interest in any business or Person engaged in any of the foregoing activities under clauses (i) or (ii) above. The restrictions set forth in this Section 6.9 shall not be construed to prohibit or restrict: (A) any minority equity investment by Seller or any of its affiliates in any person or entity in which Seller or its affiliates do not have the right to designate a controlling number of members of the board of directors (or similar governing body) of such entity, or in which Seller or its affiliates collectively hold not more than 10% of the outstanding voting securities; (B) the sale of produce items purchased by Seller from third parties on an arm's-length basis (including produce which has been processed) exclusively for resale (and not subject to further processing) to its foodservice customers; (C) any business activity that would otherwise violate this Section 6.9 that is carried on by an entity or business that is acquired by Seller or otherwise becomes an affiliate thereof, but only if, at the time of such acquisition, the revenues derived from such business by such entity or business constitute less than 10% of the gross revenues of such person or business; or (D) Seller's engaging in its foodservice distribution business as currently conducted. For a period of three (3) years from the Closing Date, neither Seller nor any of its affiliates will, without the prior written consent of Purchaser, solicit any Person listed in Section 6.9(a) of the Disclosure Schedule to terminate such Person's customer relationship with the Companies or the Subsidiaries or enter into a relationship or arrangement with a different company or business engaged in the produce processing business with respect to any value-added produce item curr...
Non-Competition, Non-Solicitation and Non-Disclosure. (a) Employee hereby acknowledges and agrees that, in the course of his employment with the Bank, he (i) will have access to valuable confidential business or professional information of Bank, (ii) will be put in a position whereby he will develop substantial relationships with prospective and existing customers of the Bank, and (iii) will be put in a position where he will develop substantial goodwill for the Bank within the territory set out below, and Employee hereby acknowledges that the covenants contained herein are reasonable and necessary to protect the Bank’s valuable and legitimate business interests. Therefore, to induce the Bank and the Company to enter into this Agreement, Employee agrees that, during the term of this Agreement and, following any termination of Employee, for the Remaining Term, Employee will not, within Orange, Osceola, or Seminole Counties, Florida, or any other county wherein the Employee has contact with customers of, or otherwise conducts the business of, the Bank (including any entities to which the Bank is or may become a successor by merger or otherwise) at the date his employment is terminated, as principal, agent, trustee or through the agency or on behalf of any corporation, partnership, association, trust or agent or agency:
(i) provide services similar to or the same as the services that Employee provided for the Bank for his own benefit of for the benefit of any person or entity engaged in the business of banking, fiduciary services, securities brokerage, investment management or services, lending or deposit taking;
(ii) control or own beneficially (directly or indirectly) 1% or more of the outstanding capital stock or other ownership interest (in such capacity, a “Principal Stockholder”) of any corporation or person engaged in or controlling any such business other than the Company or Bank; or
(iii) serve as an officer, director, trustee, agent or employee of any corporation, or as a member, employee or agent of any partnership, or as an owner, trustee, employee or agent of any other business or entity, which directly or indirectly conducts such business within Orange, Osceola, or Seminole Counties, Florida, or any other county wherein the Employee has contact with customers of, or otherwise conducts the business of, the Bank at the date his employment is terminated. Employee further agrees that, following any termination of Employee, for the Remaining Term, he will not solicit any employee to leave their employme...
Non-Competition, Non-Solicitation and Non-Disclosure. (a) In consideration of the payment of a portion of the Purchase Price to the Members, and in order to induce the Buyer to enter into this Agreement and to consummate the transactions contemplated hereby, each Member hereby acknowledges that he is the beneficiary of the Purchase Price payments to Seller and that hereby covenants and agrees as follows:
(i) Xx. Xxxxx shall not for a period beginning on the date hereof and ending the later of (A) two (2) years from the Closing Date or (B) six (6) months after the date, if any, upon which the employment of such Seller with the Buyer is terminated either (xx) by the Buyer without “cause” as defined in such Employment Agreement or (yy) by such person as a result of a “forced withdrawal” as defined in such Employment Agreement or (zz) by reason of the expiration without renewal of such Employment Agreement (x) directly, indirectly, or in concert with any other Person (including Seller and those persons or entities in actual competition with the Seller. (y) acquire or have any interest in, whether as a proprietor, partner, co-venturer, financier, or investor, any person, firm, partnership, corporation, association, limited liability company, or other entity that directly or through an Affiliate, either (aa) offers, solicits, provides, or engages in Conflicting Services or (bb) intends to offer, solicit, provide or engage in Conflicting Services; or (z) be employed by or serve as director, officer, servant, agent, representative, or consultant to any Person that directly or through an Affiliate, either (aa) offers, solicits, provides, or engages in Conflicting Services or (bb) intends to offer, solicit, provide or engage in Conflicting Services. However, nothing contained herein shall be deemed to prevent either Xx. Xxxxx or Xx. Xxxxxx from acquiring through market purchases and owning, solely as an investment, less than five percent (5%) in the aggregate of any publicly-traded equity securities. Each of Xx. Xxxxx and Xx. Xxxxxx agrees that the market for the Buyer’s products and services is nationwide, so that this Section 6.05 applies to his activities within the United States.
(ii) Xx. Xxxxxx shall not for a period beginning on the date hereof and ending the later of (A) eighteen (18) months from the Closing Date or (B) six (6) months after the date, if any, upon which the employment of such Seller with the Buyer is terminated either (xx) by the Buyer without “cause” as defined in such Employment Agreement or (y...
Non-Competition, Non-Solicitation and Non-Disclosure and Protection of Confidential Information”) and/or Executive’s violation or breach, or threatened violation or breach, of other provisions of this Agreement which otherwise place Company in peril that cannot be readily remedied by monetary damages, would cause Company irreparable harm which would not be adequately compensated by monetary damages and that a temporary and/or preliminary or permanent injunction may be granted by any court or courts having jurisdiction (subject to the venue provision of below), restraining the Executive from violation or breach of the terms of this Agreement. The preceding sentence shall not be construed to limit Company from any other relief or damages to which it may be entitled as a result of the Executive's breach of any provision of this Agreement. Where the parties have mutually waived their right to arbitration in writing or have not yet sought to enforce their right to compel arbitration, or where a temporary and/or preliminary or permanent injunction may be necessary to protect the interests of Company, Executive and Company hereby irrevocably and unconditionally submit to the jurisdiction of the Washington State Superior Court for Pierce County, or the United States District Court, Western District of Washington at Tacoma or to any court in any location where Executive is threatening to breach or is engaged in breaching the Agreement; Executive and Company consent to submit to venue and personal jurisdiction of the courts identified herein, and agree to waive any objection to venue or personal jurisdiction in these courts, including but not limited to any claim that any such suit, action or proceeding has been brought in an inconvenient forum.
Non-Competition, Non-Solicitation and Non-Disclosure. (a) Seller covenants and agrees that, for a period of five (5) years following the Closing Date, it will not, directly or indirectly, alone or as a partner, joint venturer, officer, director, employee, lender, consultant, agent, independent contractor, stockholder or otherwise, or knowingly permit any company or business organization directly or indirectly controlled by Seller or any of its Affiliates to, engage in the Business or any other business that is competitive with the business conducted by Buyer. The passive ownership by Seller of not more than one percent (1%) of the shares of stock of any corporation having a class of equity securities actively traded on a national securities exchange or in the over-the-counter market shall not be deemed, in and of itself, to violate the prohibitions of this paragraph. In addition, Seller is contemporaneously herewith delivering to Buyer non-disclosure agreements (the "Non-Disclosure Agreements") in favor of Buyer from each of Seller's employees, other than Xxxx Xxxxxxx and Ori Pessach, the form of which is annexed hereto as Exhibit A. Seller and Costilo each covenants and agrees to use its best efforts to deliver to Buyer Non-Disclosure Agreements executed by each of Xxxx Xxxxxxx and Ori Pessach within thirty (30) days following the Closing.
(b) Seller covenants and agrees that, for a period of five (5) years following the Closing Date, it will not, directly or indirectly, employ, hire, engage or be associated with, or attempt to employ, hire, engage or be associated with, or knowingly permit any company or business organization directly or indirectly controlled by Seller or any of its Affiliates to employ, hire, engage or be associated with, or attempt to employ, hire, engage or be associated with, any person who was employed by Seller during the six (6) months prior to the Closing Date or is employed by Buyer at any time after the Closing Date.
(c) Seller covenants and agrees that it will not, at any time following the Closing Date, disclose, directly or indirectly, or make available to any person, or in any manner use for its own benefit, any confidential information or trade secrets relating to Seller, Buyer or the Business, or any information concerning Seller's or Buyer's financial condition, prospects, customers, licensees, suppliers, sources of leads and methods of developing products, obtaining new business, manufacturing and distribution methods or any other methods of doing and operating the Busines...
Non-Competition, Non-Solicitation and Non-Disclosure. The Executive agrees to be bound by the terms of the Employee Agreement attached hereto as Exhibit A, which Employee Agreement is incorporated herein by reference.
