Non-Disparagement. Executive agrees that during the Employment Period and at all times thereafter, Executive will not make any statement, nor imply any meaning through Executive’s action or inaction, if such statement or implication would be adverse to the interests of 3D Systems, its customers or its vendors or may reasonably cause any of the foregoing embarrassment or humiliation; nor will Executive otherwise cause or contribute to any of the foregoing being held in disrepute by the public or any other 3D Systems customer(s), vendor(s) or employee(s). Company agrees to instruct its officers, directors and agents speaking regarding Executive with the prior knowledge and the express approval of an executive officer or director of the Company not to disparage Executive to future employers of the Executive or others; provided, however, that nothing contained in this Section 5.11 will restrict or impede Company from (i) complying with any applicable law, legal process, regulation or stock exchange requirement, including disclosure obligations under securities laws and regulations, or a valid order of a court of competent jurisdiction or an authorized government agency or entity; (ii) making any statement required or reasonably desirable in connection with the enforcement or defense of any claim, legal proceeding or investigation involving Executive or the Company or any of their respective Affiliates; or (iii) providing information to any future employer or prospective employer of Executive regarding Executive’s obligations under this Agreement or any other agreement to which Executive is a party. Nothing herein prevents disclosure, in the sole discretion of the Company and its employees, of this Agreement, or discussion of Executive’s employment with, and separation of employment from, the Company, by and among employees and other agents of Company with a business need to know such information. The restrictions of this Section 5.11 shall apply to, but are not limited to, communication via the Internet, any intranet, or other electronic means, such as social media web sites, electronic bulletin boards, blogs, email messages, text messages or any other electronic message. The restrictions of this Section 5.11 shall not be construed to prohibit or limit Executive, Company or any other Person from testifying truthfully in any proceeding, arbitration or governmental investigation.
Appears in 17 contracts
Samples: Employment Agreement (3d Systems Corp), Employment Agreement (3d Systems Corp), Employment Agreement (3d Systems Corp)
Non-Disparagement. (i) Executive agrees that during the Employment Period and shall not at all times thereafter, Executive will not any time make any statement, nor imply any meaning through Executive’s action oral or inaction, if such written statement or implication would be adverse to about the interests of 3D SystemsCompany, its customers affiliates or its vendors or may reasonably cause shareholders, regarding any of the foregoing embarrassment foregoing’s financial status, business, compliance with laws, ethics, shareholders, partners, personnel, directors, officers, employees, consultants, agents, services, business methods or humiliation; nor will Executive otherwise cause otherwise, which is intended or contribute reasonably likely to disparage any member of the foregoing being held Protected Group, or otherwise degrade any member of the Protected Group’s reputation in disrepute the business, industry or legal community in which any such member operates; provided that Executive shall be permitted to (A) make any statement that is required by applicable securities or other laws to be included in a filing or disclosure document, (B) issue any press release or public statement regarding the fact of a termination of Executive’s employment, (C) defend himself against any statement made by the public Company or any other 3D Systems customer(s), vendor(s) its affiliates that is intended or employee(s). Company agrees to instruct its officers, directors and agents speaking regarding Executive with the prior knowledge and the express approval of an executive officer or director of the Company not reasonably likely to disparage Executive to future employers of or otherwise degrade Executive’s reputation in the business, industry or legal community in which Executive or others; providedoperates, however, only if Executive reasonably believes that nothing contained the statements made in this Section 5.11 will restrict or impede Company from such defense are not false statements and (iD) complying with provide truthful testimony in any applicable law, legal process, regulation or stock exchange requirement, including disclosure obligations under securities laws and regulations, or a valid order of a court of competent jurisdiction or an authorized government agency or entity; proceeding.
(ii) making The Company and its affiliates shall not issue any press release or make any public statement required about Executive which is intended or reasonably desirable in connection with the enforcement likely to disparage Executive, or defense of any claim, legal proceeding or investigation involving Executive or the Company or any of their respective Affiliates; or (iii) providing information to any future employer or prospective employer of Executive regarding otherwise degrade Executive’s obligations under this Agreement reputation in the business or any other agreement to industry in which Executive is a party. Nothing herein prevents disclosure, in the sole discretion of operates; provided that the Company and its employeesaffiliates shall be permitted to (A) make any statement that is required by applicable securities or other laws to be included in a filing or disclosure document, (B) issue any press release or public statement regarding the fact of this Agreement, or discussion a termination of Executive’s employment withemployment, and separation (C) defend itself against any statement made by Executive that is intended or reasonably likely to disparage any member of employment fromthe Protected Group or otherwise degrade any member of the Protected Group’s reputation in the business, industry or legal community in which such member of the CompanyProtected Group operates, by and among employees and other agents of only if the Company with a business need to know or its affiliate reasonably believes that the statements made in such information. The restrictions of this Section 5.11 shall apply to, but defense are not limited to, communication via the Internet, any intranet, or other electronic means, such as social media web sites, electronic bulletin boards, blogs, email messages, text messages or any other electronic message. The restrictions of this Section 5.11 shall not be construed to prohibit or limit Executive, Company or any other Person from testifying truthfully false statements and (D) provide truthful testimony in any legal proceeding, arbitration or governmental investigation.
Appears in 13 contracts
Samples: Employment Agreement (Superior Essex Inc), Employment Agreement (Superior Essex Inc), Employment Agreement (Superior Essex Inc)
Non-Disparagement. The Executive agrees that during the Employment Period and at all times thereafter, Executive will not to make any statementpublic disparaging, nor imply any meaning through Executivenegative, or defamatory comments about the Company including the Company’s action or inaction, if such statement or implication would be adverse to the interests of 3D Systemsbusiness, its customers directors, officers, employees, parents, subsidiaries, partners, affiliates, operating divisions, representatives or its vendors agents, or any of them, whether written, oral, or electronic. In particular, the Executive agrees to make no public statements including, but not limited to, press releases, statements to journalists, employees, prospective employers, interviews, editorials, commentaries, or speeches, that disparage or may reasonably cause any of disparage the foregoing embarrassment or humiliation; nor will Executive otherwise cause or contribute to any of the foregoing being held in disrepute by the public or any other 3D Systems customer(s)Company’s business, vendor(s) or employee(s). Company agrees to instruct its officers, directors and agents speaking regarding Executive with the prior knowledge and the express approval of an executive officer or director are critical of the Company or its business, or would cast the Company or its business in a negative light. In addition to the confidentiality requirements set forth in this Agreement and those imposed by law, the Executive further agrees not to disparage Executive to future employers of provide any third party, directly or indirectly, with any documents, papers, recordings, e-mail, internet postings, or other written or recorded communications referring or relating the Executive or others; provided, howeverCompany’s business, that nothing contained in this would support, directly or indirectly, any disparaging, negative or defamatory statement, whether written or oral. This Section 5.11 will restrict or impede Company from 8(d) shall not be violated by (i) complying with any applicable lawresponding publicly to incorrect, legal process, regulation or stock exchange requirement, including disclosure obligations under securities laws and regulationsdisparaging, or a valid order of a court of competent jurisdiction derogatory public statements to the extent reasonably necessary to correct or an authorized government agency refute such public statements or entity; (ii) making any truthful statement required or to the extent (y) reasonably desirable necessary in connection with the enforcement any litigation, arbitration, or defense of any claim, legal proceeding or investigation involving Executive or the Company or any of their respective Affiliates; mediation or (iiiz) providing information required by law or by any court, arbitrator, mediator or administrative or legislative body (including any committee thereof) with apparent jurisdiction to any future employer order the person to disclose or prospective employer of Executive regarding Executive’s obligations under this Agreement or any other agreement to which Executive is a party. Nothing herein prevents disclosure, in the sole discretion of the Company and its employees, of this Agreement, or discussion of Executive’s employment with, and separation of employment from, the Company, by and among employees and other agents of Company with a business need to know make accessible such information. The restrictions Company agrees not to make any public statement which is disparaging or defamatory about the Executive, whether written, oral, or electronic. The Company’s obligations under the preceding sentence shall be limited to communications by its senior corporate executives having the rank of Senior Vice President or above and any member of the Board (“Specified Executives”), and it is agreed and understood that any such communication by any Specified Executive (or by any executive at the behest of a Specified Executive) shall be deemed to be a breach of this Section 5.11 shall apply to, but are not limited to, communication via 8(d) by the Internet, any intranet, or other electronic means, such as social media web sites, electronic bulletin boards, blogs, email messages, text messages or any other electronic message. The restrictions of this Section 5.11 shall not be construed to prohibit or limit Executive, Company or any other Person from testifying truthfully in any proceeding, arbitration or governmental investigationCompany.
Appears in 9 contracts
Samples: Employment Agreement (Washington Prime Group Inc.), Employment Agreement (Washington Prime Group, L.P.), Employment Agreement (Washington Prime Group, L.P.)
Non-Disparagement. The Company agrees that it shall take all reasonable steps necessary to ensure that the Company’s officers and directors will not make statements or representations to any person, firm, or entity, which could reasonably be expected to case Executive in an unfavorable light or which could reasonably be anticipated to adversely affect the name or reputation of Executive. Executive agrees that during the Employment Period and at all times thereafter, Executive will not make any statement, nor imply any meaning through Executive’s action statements or inaction, if such statement or implication would be adverse to the interests of 3D Systems, its customers or its vendors or may reasonably cause any of the foregoing embarrassment or humiliation; nor will Executive otherwise cause or contribute representations to any of person, entity or firm which could reasonably be expected to cast the foregoing being held in disrepute by the public Company or any other 3D Systems customer(s), vendor(s) entity or employee(s). Company agrees to instruct its officers, directors and agents speaking regarding Executive employee affiliated with the prior knowledge and Company in an unfavorable light or which could reasonably be anticipated to adversely affect the express approval of an executive officer name or director reputation of the Company not to disparage Executive to future employers or any entity affiliated with the Company, or the name or reputation of any officer, agent or employee of the Company or of any entity affiliated with the Company; provided that Executive will respond accurately and fully to any question, inquiry or others; providedrequest for information when required by legal process. Notwithstanding the foregoing, however, that nothing contained in this Section 5.11 will restrict or impede Company 5 shall prevent Executive from making any truthful statement to the extent (i) complying with necessary to rebut any applicable law, legal process, regulation or stock exchange requirement, including disclosure obligations under securities laws and regulations, or a valid order of a court of competent jurisdiction or an authorized government agency or entityuntrue public statements made about him; (ii) making necessary with respect to any statement required litigation, arbitration or reasonably desirable in connection with mediation involving this Release and the enforcement or defense of any claim, legal proceeding or investigation involving Executive or the Company or any of their respective Affiliatesthereof; or (iii) providing information to required by law or by any future employer court, arbitrator, mediator or prospective employer of Executive regarding Executive’s obligations under administrative or legislative body (including any committee thereof) with jurisdiction over such person. In addition, nothing in this Agreement or any other agreement to which Executive is a party. Nothing herein prevents disclosure, in the sole discretion of the Company and its employees, of this Agreement, or discussion of Executive’s employment with, and separation of employment from, the Company, by and among employees and other agents of Company with a business need to know such information. The restrictions of this Section 5.11 Release shall apply to, but are not limited to, communication via the Internet, any intranet, or other electronic means, such as social media web sites, electronic bulletin boards, blogs, email messages, text messages or any other electronic message. The restrictions of this Section 5.11 shall not be construed to prohibit or limit Executive, Company or any other Person Executive from testifying truthfully engaging in any proceedinglawfully protected activity or conduct, arbitration including reporting possible violations of law or regulation to any governmental investigationagency or regulatory body (including but not limited to the Equal Employment Opportunity Commission, the Department of Justice, the Securities and Exchange Commission, the Congress, any agency Inspector General, or making other disclosures that are protected under the whistleblower provisions of federal law or regulation), filing a charge with or participating in any investigation or proceeding conducted by any governmental agency or regulatory body, or making other disclosures that are protected under any law or regulation. Executive does not need the prior authorization of the Company to engage in any such lawfully protected activity, nor is Executive required to notify the other that he or it has done so.
Appears in 7 contracts
Samples: Employment Agreement (Paragon 28, Inc.), Employment Agreement (Paragon 28, Inc.), Employment Agreement (Amplitude, Inc.)
Non-Disparagement. Executive agrees that during (a) Throughout and after the Employment Period and at all times thereafterContract Period, outside the ordinary course of business on behalf of the Companies, Executive will not make or issue, or procure any statementperson, nor imply firm, or entity to make or issue, any meaning through Executive’s action or inaction, if such statement or implication would be adverse to the interests of 3D Systems, its customers or its vendors or may reasonably cause in any of the foregoing embarrassment or humiliation; nor will Executive otherwise cause or contribute to any of the foregoing being held in disrepute by the public or any other 3D Systems customer(s), vendor(s) or employee(s). Company agrees to instruct its officers, directors and agents speaking regarding Executive with the prior knowledge and the express approval of an executive officer or director of the Company not to disparage Executive to future employers of the Executive or others; provided, however, that nothing contained in this Section 5.11 will restrict or impede Company from (i) complying with any applicable law, legal process, regulation or stock exchange requirementform, including disclosure obligations under securities laws written, oral and regulations, or a valid order of a court of competent jurisdiction or an authorized government agency or entity; (ii) making any statement required or reasonably desirable in connection with the enforcement or defense electronic communications of any claimkind, legal proceeding which conveys negative or investigation involving Executive adverse information concerning the Companies or the Company their subsidiaries or affiliates, or any of their legal predecessors, successors, assigns, parents, subsidiaries, divisions or other affiliates, or any of the foregoing’s respective Affiliates; past, present or future directors, officers, employees or representatives (iii) providing information collectively, the “Non-Disparagement Parties”), or any Non-Disparagement Party’s business, or its actions, to any future employer person or prospective employer entity, regardless of the truth or falsity of such statement.
(b) Throughout and after the Contract Period, the Companies will each reasonably direct the executive officers and directors of such Company not to make or issue, or procure any person, firm, or entity to make or issue, any statement in any form, including written, oral and electronic communications of any kind, which conveys negative or adverse information concerning Executive regarding or any of Executive’s obligations under legal successors, assigns, or other affiliates, or any of the foregoing’s respective past, present or future directors, officers, employees or representatives (collectively, the “Executive Non-Disparagement Parties”), or any Executive Non-Disparagement Party’s business, or its actions, to any person or entity, regardless of the truth or falsity of such statement.
(c) This Section 12.3 does not apply to truthful testimony or disclosure compelled or required by applicable law or legal process. Notwithstanding anything in this Agreement or any other agreement ancillary agreements to which the contrary, Executive is a party. Nothing herein prevents disclosure, in not prohibited from providing information voluntarily to the sole discretion Securities and Exchange Commission pursuant to Section 21F of the Company and its employeesSecurities Exchange Act of 1934, of this Agreement, or discussion of Executive’s employment with, and separation of employment from, the Company, by and among employees and other agents of Company with a business need to know such information. The restrictions of this Section 5.11 shall apply to, but are not limited to, communication via the Internet, any intranet, or other electronic means, such as social media web sites, electronic bulletin boards, blogs, email messages, text messages or any other electronic message. The restrictions of this Section 5.11 shall not be construed to prohibit or limit Executive, Company or any other Person from testifying truthfully in any proceeding, arbitration or governmental investigationamended.
Appears in 7 contracts
Samples: Assigned Employment Agreement (SITE Centers Corp.), Assigned Employment Agreement (SITE Centers Corp.), Assigned Employment Agreement (SITE Centers Corp.)
Non-Disparagement. Executive agrees that during the Employment Period and at all times thereafter, Executive will shall not make any statementremarks disparaging the conduct or character of the Company, nor imply any meaning through Executive’s action or inaction, if such statement or implication would be adverse to the interests of 3D Systems, its customers or its vendors or may reasonably cause any of the foregoing embarrassment or humiliation; nor will Executive otherwise cause or contribute to Company’s affiliates, any of the foregoing being held in disrepute by the public Company’s or any other 3D Systems customer(s)Company affiliates’ current or former employees, vendor(s) officers, directors, successors or employee(s)assigns. The Company agrees to shall not make any official remarks, and shall instruct its officers, directors and agents speaking regarding Executive with executive officers not to make any remarks, disparaging the prior knowledge and the express approval of an executive officer conduct or director character of the Company not Executive. Nothing in this Section 9(c) shall limit either party’s ability to disparage make truthful statements as required by law or legal process, to assert a legal claim or as a defense in any legal proceeding. If any restriction set forth in this Section 9 is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable. Executive to future employers of understands that the Executive or others; provided, however, that nothing restrictions contained in this Section 5.11 will restrict or impede Company from (i) complying with any applicable law, legal process, regulation or stock exchange requirement, including disclosure obligations under securities laws 9 are necessary for the protection of the business and regulations, or a valid order of a court of competent jurisdiction or an authorized government agency or entity; (ii) making any statement required or reasonably desirable in connection with the enforcement or defense of any claim, legal proceeding or investigation involving Executive or the Company or any of their respective Affiliates; or (iii) providing information to any future employer or prospective employer of Executive regarding Executive’s obligations under this Agreement or any other agreement to which Executive is a party. Nothing herein prevents disclosure, in the sole discretion goodwill of the Company and its employees, of this Agreement, or discussion of Executive’s employment with, Executive considers them to be reasonable and separation of employment from, necessary to protect and maintain the Company, by and among employees proprietary and other agents legitimate business interests of the Company with and that the enforcement of such restrictive covenants shall not prevent Executive from earning a business need to know such informationlivelihood. The restrictions Executive further acknowledges that the Company would be irreparably harmed and damaged if any of the covenants in this Section 9 are breached and that the remedy at law for any breach or threatened breach of this Section 5.11 9, if such breach or threatened breach is held by a court to exist, shall apply tobe inadequate and, but are not limited toaccordingly, communication via that the InternetCompany shall, any intranetin addition to all other available remedies, be entitled to injunctive relief without being required to post bond or other electronic means, such as social media web sites, electronic bulletin boards, blogs, email messages, text messages security and without having to prove the inadequacy of the available remedies at law. Executive hereby waives trial by jury and agrees not to plead or defend on grounds of inadequate remedy at law or any other electronic messageelement thereof in an action by the Company against Executive for injunctive relief or for specific performance of any obligation pursuant to this Agreement. The restrictions period of time during which the provisions of this Section 5.11 9 shall not apply shall be construed to prohibit or limit Executive, Company or any other Person from testifying truthfully extended by the length of time during which Executive may be in any proceeding, arbitration or governmental investigationbreach of the terms hereof.
Appears in 6 contracts
Samples: Employment Agreement (Granite Point Mortgage Trust Inc.), Employment Agreement (Granite Point Mortgage Trust Inc.), Employment Agreement (Granite Point Mortgage Trust Inc.)
Non-Disparagement. Executive agrees that during the Employment Period and at all times thereafter, Executive will not make any statement, nor imply any meaning through Executive’s action or inaction, if such statement or implication would be adverse to the interests of 3D Systems, its customers or its vendors or may reasonably cause any of the foregoing embarrassment or humiliation; nor will Executive otherwise cause or contribute to any of the foregoing being held in disrepute by the public or any other 3D Systems customer(s), vendor(s) or employee(s). Company agrees to instruct its officers, directors and agents speaking regarding Executive with the prior knowledge and the express approval of an executive officer or director of the Company not to disparage Executive to future employers of the Executive or others; providedCompany, however, that nothing contained in this Section 5.11 will restrict or impede Company from (i) complying with any applicable law, legal process, regulation or stock exchange requirement, including disclosure obligations under securities laws and regulationsits Affiliates, or a valid order of a court of competent jurisdiction their officers or an authorized government agency or entity; (ii) making any statement required or reasonably desirable in connection with the enforcement or defense of any claim, legal proceeding or investigation involving Executive or the Company or any of their respective Affiliates; or (iii) providing information to any future employer or prospective employer of Executive regarding Executive’s obligations under this Agreement or any other agreement to which Executive is a party. Nothing herein prevents disclosuredirectors, in any manner likely to be harmful to them or their business, business reputation or personal reputation. The Company agrees that it will instruct the sole discretion current executive officers and Board of Director members of the Company and its employeesAffiliates to not disparage Executive, in any manner likely to be harmful to Executive or Executive’s business, business reputation or personal reputation. Nothing in this provision, or in any other provision of this Agreement, should be construed to limit the parties covered by this section from (a) complying with any valid subpoena or discussion court order (about which the party receiving the subpoena or court order shall provide the party as to whom the non-disparagement obligation is owed with prompt notice, a copy of the subpoena or court order, and a transcript of any testimony, all to the maximum extent permitted by applicable law or policy); (b) cooperating with any government investigation or inquiry; (c) voluntarily communicating, without notice to or approval by the party to whom the non-disparagement obligation is owed, with any government agency regarding a potential violation of any law or regulation; (d) requesting or receiving confidential legal advice; (e) responding to disparaging statements made about the party or defending oneself in connection with any litigation or investigation; or (f) enforcing their rights under this Agreement. In addition, nothing in this provision, or any other provision of this Agreement, shall limit (i) the Company or an Affiliate’s right to conduct in good faith investigations or inquiries regarding any potential violation of law and making any statement it concludes in good faith is otherwise required under any other applicable law; or (ii) Executive’s right to voluntarily communicate with the Equal Employment Opportunity Commission, United States Department of Labor, the National Labor Relations Board, the Securities and Exchange Commission, other federal government agency or similar state or local agency or to discuss the terms and conditions of Executive’s employment with, and separation with others to the extent expressly permitted by Section 7 of employment from, the Company, by and among employees and other agents of Company with a business need to know such information. The restrictions of this Section 5.11 shall apply to, but are not limited to, communication via the Internet, any intranet, or other electronic means, such as social media web sites, electronic bulletin boards, blogs, email messages, text messages or any other electronic message. The restrictions of this Section 5.11 shall not be construed to prohibit or limit Executive, Company or any other Person from testifying truthfully in any proceeding, arbitration or governmental investigationNational Labor Relations Act.
Appears in 5 contracts
Samples: Employment Agreement (Tenable Holdings, Inc.), Employment Agreement (Tenable Holdings, Inc.), Employment Agreement (Tenable Holdings, Inc.)
Non-Disparagement. (a) Executive agrees that during he will not, and he will use reasonable efforts to cause his family members not to, directly or indirectly, disclose, communicate, or publish any disparaging or defamatory information, written communications, oral communications, electronic or magnetic communications, writings, oral or written statements, comments, opinions, facts, or remarks, of any kind or nature whatsoever (collectively, “Disparaging Information”), concerning or regarding the Employment Period and at all times thereafterCompany Group, Executive will not make any statement, nor imply any meaning through Executive’s action or inaction, if such statement or implication would be adverse to the interests of 3D Systems, its customers or its vendors or may reasonably cause any of the foregoing embarrassment or humiliation; nor will Executive otherwise cause or contribute to any of the foregoing being held in disrepute by the public Resaca or any other 3D Systems customer(s), vendor(s) or employee(s). Company agrees to instruct its officers, directors and agents speaking regarding Executive with the prior knowledge and the express approval subsidiary of an executive officer or director of the Company not to disparage Executive to future employers of the Executive or others; provided, however, that nothing contained in this Section 5.11 will restrict or impede Company from Resaca (i) complying with any applicable law, legal process, regulation or stock exchange requirement, including disclosure obligations under securities laws and regulations, or a valid order of a court of competent jurisdiction or an authorized government agency or entity; (ii) making any statement required or reasonably desirable in connection with the enforcement or defense of any claim, legal proceeding or investigation involving Executive or the Company or any of their respective Affiliates; current or former officers, directors, or employees). Executive understands and acknowledges that this non-disparagement clause prevents him from disclosing, communicating, or publishing, directly or indirectly, any Disparaging Information concerning or related to the Company Group, Resaca or any subsidiary of Resaca (iiior any of their respective current or former officers, directors, or employees), including, without limitation, information regarding businesses, customers or clients, proprietary or technical information, documents, operations, inventions, trade secrets, product ideas, technical information, know how, processes, plans (including, without limitation, marketing plans and strategies), specifications, designs, methods of operation, techniques, technology, formulas, software, improvements, internal or external audits, internal controls, or any financial, marketing or accounting information of any nature whatsoever. Further, Executive acknowledges that in executing this Agreement, he has knowingly, voluntarily, and intelligently waived any free speech, free association, free press or First Amendment to the United States Constitution (including, without limitation, any counterpart or similar provision or right under the Texas Constitution) providing information rights to disclose, communicate, or publish Disparaging Information concerning or related to the Company Group, Resaca or any future employer subsidiary of Resaca (or prospective employer any of their respective current or former officers, directors, or employees). Executive regarding also understands and agrees that he has had a reasonable period of time to consider this non-disparagement clause, to review the non-disparagement clause with his attorney, and to consent to this clause and its terms knowingly and voluntarily. Executive’s obligations under this Agreement section shall not (i) apply to private statements by Executive to his immediate family members or tax, financial, or legal advisors or (ii) prohibit truthful statements by Executive that are required by law or valid legal process (in which case, Executive agrees to provide notice to the Company of such law or legal process, if possible, before making such statements, or if notice before making such statements is not possible, promptly following such statements).
(b) The Company and Resaca agree that they will not, directly or indirectly, disclose, communicate, or publish any other agreement Disparaging Information concerning or regarding Executive. The Company and Resaca understand and acknowledge that this non-disparagement clause prevents them from disclosing, communicating, or publishing, directly or indirectly, any Disparaging Information concerning or related to which Executive is a partythe Executive. Nothing herein prevents disclosureThe Parties agree that for purposes of this Section, in the sole discretion Company’s and Resaca’s obligation shall be limited to their respective members of the Board of Directors and officers of the Company. The Company’s obligations under this Section shall not (i) apply to statements to Company officers, directors, employees, tax advisors, financial advisors, or legal advisors or (ii) prohibit truthful statements required by law or valid legal process.
(c) Statements that “the Company and its employees, of this Agreement, I mutually agreed to separate in connection with the merger transaction” or discussion of Executive’s employment with, and separation of employment from, the Company, by and among employees and other agents of Company with a business need similar words to know such information. The restrictions of this Section 5.11 shall apply to, but are not limited to, communication via the Internet, any intranet, or other electronic means, such as social media web sites, electronic bulletin boards, blogs, email messages, text messages or any other electronic message. The restrictions of this Section 5.11 that effect shall not be construed to prohibit or limit Executive, Company or any other Person from testifying truthfully in any proceeding, arbitration or governmental investigationviolate this Section.
Appears in 5 contracts
Samples: Merger Agreement (Cano Petroleum, Inc), Separation Agreement (Resaca Exploitation, Inc.), Separation Agreement (Resaca Exploitation, Inc.)
Non-Disparagement. (i) Executive agrees that that, during the Employment Period and at all times thereafterRestricted Period, Executive will not make any statementslanderous, nor imply any meaning through Executive’s action defamatory, disparaging or inaction, if such negative statement (whether orally or implication would be adverse to in writing and whether publicly or privately) about the interests of 3D Systems, its customers Company or its vendors or may reasonably cause any of the foregoing embarrassment or humiliation; nor will Executive otherwise cause or contribute to any of the foregoing being held in disrepute by the public or any other 3D Systems customer(s), vendor(s) or employee(s). Company agrees to instruct its officers, directors and agents speaking regarding Executive with directors, employees, affiliates, products, or services to any Person, including but not limited to television media, print media, social media, any other forms of media or via the prior knowledge and Internet (other than in the express approval course of an executive officer or director performance reviews for employees of the Company not to disparage Executive to future employers of the Executive or othersCompany); provided, however, that nothing contained in this Section 5.11 will restrict 6(h)(i) shall not in any way limit any of Executive’s rights that are expressly reserved in the final two sentences of Section 6(c) above, or impede Company from (i) complying with in any applicable way limit Executive’s ability to provide truthful testimony or information in response to a subpoena, court order, or valid request by a government agency, as otherwise required by law, legal process, regulation or stock exchange requirement, including disclosure obligations under securities laws and regulations, or a valid order of a court of competent jurisdiction or an authorized government agency or entity; (ii) making any statement required or as otherwise reasonably desirable appropriate in connection with the enforcement or defense of any claim, legal proceeding or investigation involving litigation between Executive or and the Company or any of its subsidiaries or other affiliates. Executive may also make truthful statements to refute inaccurate comments made about him by the Company or any of its subsidiaries or other affiliates, or their respective Affiliatesdirectors or officers.
(ii) The Company agrees that, during the Restricted Period, the Company will not make any official statement about Executive that is slanderous, defamatory, disparaging or negative; provided, however, that this Section 6(h)(ii) shall not in any way limit the Company’s ability to provide truthful testimony or (iii) providing information in response to a subpoena, court order, or valid request by a government agency, as otherwise required by law, or as otherwise reasonably appropriate in connection with any future employer or prospective employer of litigation between Executive regarding Executive’s obligations under this Agreement and the Company or any of its subsidiaries or other agreement affiliates. The Company may also make truthful official statements to which Executive is a party. Nothing herein prevents disclosure, in the sole discretion of refute inaccurate comments made about the Company and or any of its employeessubsidiaries or other affiliates by Executive. The Company further agrees that, of this Agreement, or discussion following the termination of Executive’s employment with, and separation of employment fromemployment, the CompanyCompany will instruct its directors and elected officers not to make any statements about Executive that are slanderous, by and among employees and other agents of Company with a business need to know such information. The restrictions of this Section 5.11 shall apply todefamatory, but are not limited todisparaging or negative, communication via the Internet, any intranet, or other electronic means, such as social media web sites, electronic bulletin boards, blogs, email messages, text messages or any other electronic message. The restrictions of this Section 5.11 shall not be construed to prohibit or limit if Executive, within ten (10) business days after the termination date, makes a written request to the Company or any other Person from testifying truthfully in any proceeding, arbitration or governmental investigationto give such an instruction.
Appears in 4 contracts
Samples: Employment Agreement (Broadstone Net Lease, Inc.), Employment Agreement (Broadstone Net Lease, Inc.), Employment Agreement (Broadstone Net Lease, Inc.)
Non-Disparagement. (i) Executive agrees that during the Employment Period and shall not at all times thereafter, Executive will not any time make any statement, nor imply any meaning through Executive’s action oral or inaction, if such written statement or implication would be adverse to about the interests of 3D SystemsCompany, its customers affiliates or its vendors or may reasonably cause shareholders, regarding any of the foregoing embarrassment foregoing's financial status, business, compliance with laws, ethics, shareholders, partners, personnel, directors, officers, employees, consultants, agents, services, business methods or humiliation; nor will Executive otherwise cause otherwise, which is intended or contribute reasonably likely to disparage any member of the foregoing being held Protected Group, or otherwise degrade any member of the Protected Group's reputation in disrepute the business, industry or legal community in which any such member operates; provided that Executive shall be permitted to (A) make any statement that is required by applicable securities or other laws to be included in a filing or disclosure document, (B) issue any press release or public statement regarding the fact of a termination of Executive's employment, (C) defend himself against any statement made by the public Company or any other 3D Systems customer(s), vendor(s) its affiliates that is intended or employee(s). Company agrees to instruct its officers, directors and agents speaking regarding Executive with the prior knowledge and the express approval of an executive officer or director of the Company not reasonably likely to disparage Executive to future employers of or otherwise degrade Executive's reputation in the business, industry or legal community in which Executive or others; providedoperates, however, only if Executive reasonably believes that nothing contained the statements made in this Section 5.11 will restrict or impede Company from such defense are not false statements and (iD) complying with provide truthful testimony in any applicable law, legal process, regulation or stock exchange requirement, including disclosure obligations under securities laws and regulations, or a valid order of a court of competent jurisdiction or an authorized government agency or entity; proceeding.
(ii) making The Company and its affiliates shall not issue any press release or make any public statement required about Executive which is intended or reasonably desirable likely to disparage Executive, or otherwise degrade Executive's reputation in connection with the enforcement business or defense of any claim, legal proceeding or investigation involving Executive or the Company or any of their respective Affiliates; or (iii) providing information to any future employer or prospective employer of Executive regarding Executive’s obligations under this Agreement or any other agreement to industry in which Executive is a party. Nothing herein prevents disclosure, in the sole discretion of operates; provided that the Company and its employeesaffiliates shall be permitted to (A) make any statement that is required by applicable securities or other laws to be included in a filing or disclosure document, (B) issue any press release or public statement regarding the fact of this Agreement, or discussion a termination of Executive’s employment with's employment, and separation (C) defend itself against any statement made by Executive that is intended or reasonably likely to disparage any member of employment fromthe Protected Group or otherwise degrade any member of the Protected Group's reputation in the business, industry or legal community in which such member of the CompanyProtected Group operates, by and among employees and other agents of only if the Company with a business need to know or its affiliate reasonably believes that the statements made in such information. The restrictions of this Section 5.11 shall apply to, but defense are not limited to, communication via the Internet, any intranet, or other electronic means, such as social media web sites, electronic bulletin boards, blogs, email messages, text messages or any other electronic message. The restrictions of this Section 5.11 shall not be construed to prohibit or limit Executive, Company or any other Person from testifying truthfully false statements and (D) provide truthful testimony in any legal proceeding, arbitration or governmental investigation.
Appears in 3 contracts
Samples: Employment Agreement (Superior Essex Inc), Employment Agreement (Superior Essex Inc), Employment Agreement (Superior Essex Inc)
Non-Disparagement. (i) The Executive agrees that during the Employment Period and or at all times any time thereafter, the Executive will not make any statementstatements, nor imply comments or communications in any meaning through Executive’s action form, oral, written or inactionelectronic to any Media or any customer, if such statement client or implication would be adverse to the interests supplier of 3D Systems, its customers GNC or its vendors or may reasonably cause any of the foregoing embarrassment its Affiliates, which would constitute libel, slander or humiliation; nor will Executive otherwise cause disparagement of GNC or contribute to any of the foregoing being held in disrepute by the public its Affiliates, including, without limitation, any such statements, comments or communications that criticize, ridicule or are derogatory to GNC or any other 3D Systems customer(s), vendor(s) or employee(s). Company agrees to instruct of its officers, directors and agents speaking regarding Executive with the prior knowledge and the express approval of an executive officer or director of the Company not to disparage Executive to future employers of the Executive or othersAffiliates; provided, however, that nothing contained in the terms of this Section 5.11 will restrict 6.1(b) shall not apply to communications between the Executive and, as applicable, the Executive’s attorneys or impede Company from (i) complying other persons with any applicable whom communications would be subject to a claim of privilege existing under common law, legal processstatute or rule of procedure. The Executive further agrees that the Executive will not in any way solicit any such statements, regulation comments or stock exchange requirement, including disclosure obligations under securities laws and regulations, or a valid order of a court of competent jurisdiction or an authorized government agency or entity; communications from others.
(ii) making GNC agrees that during the Employment Period or at any statement required time thereafter, GNC will not make any statements, comments or reasonably desirable communications in connection with the enforcement any form, oral, written or defense of electronic, to any claim, legal proceeding or investigation involving Executive or the Company Media or any of their respective Affiliates; Person, which would constitute libel, slander or (iii) providing information to any future employer or prospective employer of Executive regarding Executive’s obligations under this Agreement or any other agreement to which Executive is a party. Nothing herein prevents disclosure, in the sole discretion disparagement of the Company and its employeesExecutive, of this Agreementincluding, without limitation, any such statements, comments or discussion of communications that criticize, ridicule or are derogatory to the Executive’s employment with; provided, and separation of employment fromhowever, that the Company, by and among employees and other agents of Company with a business need to know such information. The restrictions terms of this Section 5.11 6.1(b) shall not apply toto any documents required to be filed by GNC with the Securities and Exchange Commission (provided that GNC is advised by legal counsel that such disclosure is required in order to comply with GNC’s legal obligations thereunder and such disclosure is limited to only that which is required to be so disclosed) or communications between GNC and, but are not limited toas applicable, communication via the Internet, any intranet, GNC’s attorneys or other electronic meanspersons with whom communications would be subject to a claim of privilege existing under common law, such as social media web sites, electronic bulletin boards, blogs, email messages, text messages statute or any other electronic messagerule of procedure. The restrictions of this Section 5.11 shall GNC further agrees that GNC will not be construed to prohibit or limit Executive, Company or any other Person from testifying truthfully in any proceedingway solicit any such statements, arbitration comments or governmental investigationcommunications from others.
Appears in 3 contracts
Samples: Employment Agreement (General Nutrition Centers, Inc.), Employment Agreement (General Nutrition Centers, Inc.), Employment Agreement (General Nutrition Centers, Inc.)
Non-Disparagement. Executive agrees that While employed by the Company, and during the Employment Period and at all times thereafterRestrictive Covenant Period, Executive will shall not make any statement, nor imply any meaning through Executive’s action disparaging or inaction, if such statement or implication would be adverse to the interests of 3D Systems, its customers or its vendors or may reasonably cause any of the foregoing embarrassment or humiliation; nor will Executive otherwise cause or contribute to any of the foregoing being held in disrepute by the public or any other 3D Systems customer(s), vendor(s) or employee(s). Company agrees to instruct its officers, directors and agents speaking regarding Executive with the prior knowledge and the express approval of an executive officer or director of the Company not to disparage Executive to future employers of the Executive or others; provided, however, that nothing contained in this Section 5.11 will restrict or impede Company from (i) complying with any applicable law, legal process, regulation or stock exchange requirement, including disclosure obligations under securities laws and regulations, or a valid order of a court of competent jurisdiction or an authorized government agency or entity; (ii) making any statement required or reasonably desirable in connection with the enforcement or defense of any claim, legal proceeding or investigation involving Executive or untruthful remarks concerning the Company or any of its subsidiaries, or their respective Affiliates; officers, directors, employees or (iii) providing information agents, whether acting in their individual or representative capacities. Executive shall not be deemed to any future employer or prospective employer of Executive regarding have breached Executive’s obligations under this Agreement the foregoing sentence if during Executive’s employment with the Company Executive criticizes the job performance of employees who report to Executive, or any other agreement to makes remarks which Executive is a partybelieves to be truthful about any Company employee as part of performing his duties hereunder, as part of such employees’ performance reviews and evaluations, provided such remarks are made in the ordinary course of business, not malicious or unfounded, are not publicly made or widely disseminated and are not in violation of Executive’s obligations to comply with laws, regulations and Company policies and procedures. Nothing herein prevents disclosureAdditionally, in the sole discretion of event that Executive is requested or required (by oral questions, interrogatories, requests for information or documents, subpoena or similar process) to disclose during the Restrictive Covenant Period any information that may be disparaging, Executive shall comply with such requests, provided that Executive shall give the Company prompt notice of any such request so that the Company may seek an appropriate protective order, and provided that Executive shall comply with the terms of any protective order so obtained. Similarly, during the Restrictive Covenant Period, the Company shall not make any disparaging or untruthful remarks concerning Executive, except that the Company shall not be deemed to have breached its employees, of this Agreement, or discussion of obligations hereunder: (a) if during Executive’s employment with, and separation of employment from, with the Company, by any Company director, employee, agent or representative criticizes Executive’s job performance as part of performance reviews and among employees and other agents evaluations or in response to questions from members of management, the board of directors or Company with a business need to know advisors, provided such information. The restrictions remarks are made in the ordinary course of this Section 5.11 shall apply tobusiness, but not malicious or unfounded, are not limited topublicly made or widely disseminated and are not in violation of laws, communication via the Internet, any intranetregulations and Company policies and procedures, or other electronic means(b) in the event that the Company is requested or required (by oral questions, interrogatories, requests for information or documents, subpoena or similar process) to disclose during the Restrictive Covenant Period any information that may be disparaging, the Company complies with such as social media web sitesrequests, electronic bulletin boardsprovided that the Company shall give Executive prompt notice of any such request so that Executive may seek an appropriate protective order, blogs, email messages, text messages or and provided that the Company shall comply with the terms of any other electronic message. The restrictions of this Section 5.11 shall not be construed to prohibit or limit Executive, Company or any other Person from testifying truthfully in any proceeding, arbitration or governmental investigationprotective order so obtained.
Appears in 2 contracts
Samples: Employment Agreement (Pall Corp), Employment Agreement (Pall Corp)
Non-Disparagement. The Executive agrees that during the Employment Period Executive’s employment by the Employer hereunder, and at all times for a period of one (1) year thereafter, the Executive will not make any statement, nor imply untruthful statement (written or oral) that could reasonably be perceived as disparaging to the Employer or any meaning through Affiliate. Employer agrees that during the Executive’s action or inaction, if such statement or implication would be adverse to the interests of 3D Systems, its customers or its vendors or may reasonably cause any of the foregoing embarrassment or humiliation; nor will Executive otherwise cause or contribute to any of the foregoing being held in disrepute employment by the public or any other 3D Systems customer(s)Employer hereunder, vendor(sand for a period of one (1) or employee(s). Company agrees to instruct its officersyear thereafter, directors the members of their respective Boards of Directors and agents speaking regarding Executive with the prior knowledge and the express approval of an all executive officer or director officers of the Company and the Subsidiary Banks (collectively, the “Persons to be Advised”) will not make any untruthful statement (written or oral) that could reasonably be perceived as disparaging to disparage Executive the Executive. Employer will advise the Persons to future employers of be Advised that a non-disparagement agreement is in effect, and will use reasonable efforts to enforce compliance with this non-disparagement agreement. Notwithstanding the Executive foregoing agreement, the parties hereto recognize and acknowledge that the Employer will not be liable for unauthorized remarks by individuals employed by or others; providedotherwise associated with the Employer, however, that nothing contained in this Section 5.11 will restrict or impede Company from (i) complying with other than the Persons to be Advised and if the Persons to be Advised are required by any applicable law, legal processregulation, regulation or stock exchange requirementstatute, including disclosure obligations under securities laws and regulationssubpoena, court order, or other compulsory process to disclose information related to the Executive’s employment, such disclosure of truthful information shall not constitute a valid order breach of a court of competent jurisdiction or an authorized government agency or entitythis Agreement. Moreover, this Section 9 shall not apply to any communications: (a) between the Employer and its independent public auditors; (iib) making necessary to comply fully with all applicable requirements and policies of federal and state laws; (c) necessary to cooperate fully with any statement required investigation or reasonably desirable request for information from any state or federal governmental agency, stock exchange, or regulatory organization; (d) necessary in the course of preparing and filing appropriate tax returns or dealing with federal or state taxing authorities; or (e) made in connection with the enforcement any judicial or defense of any claim, legal administrative proceeding or investigation involving Executive or the Company or any of their respective Affiliates; or (iii) providing information to any future employer or prospective employer of Executive regarding Executive’s obligations under this Agreement or any other agreement arbitration with respect to which Executive is a party. Nothing herein prevents disclosure, in the sole discretion of the Company and its employees, of this Agreement, or discussion of Executive’s employment with, and separation of employment from, the Company, by and among employees and other agents of Company with a business need to know such information. The restrictions of this Section 5.11 shall apply to, but communications are not limited to, communication via the Internet, any intranet, or other electronic means, such as social media web sites, electronic bulletin boards, blogs, email messages, text messages or any other electronic message. The restrictions of this Section 5.11 shall not be construed to prohibit or limit Executive, Company or any other Person from testifying truthfully in any proceeding, arbitration or governmental investigationrelevant.
Appears in 2 contracts
Samples: Employment Agreement (Southwest Bancorp Inc), Employment Agreement (Southwest Bancorp Inc)
Non-Disparagement. (a) Absent any breach of this Agreement by the Company, the Executive agrees that for and during the Employment Period and at all times thereafterperiod from the date hereof through December 31, Executive 2009 (the “Non-Disparagement Period”), he will not make disparage (or induce or encourage others to disparage) the Company, any statementof Affiliates or any of its or their officers, nor imply any meaning through Executive’s action directors, Executives or inactionshareholders. As used herein, if such the term “disparage,” includes, without limitation, comments or statement or implication would be adverse to the interests of 3D Systemspress, its customers or its vendors or may reasonably cause any of the foregoing embarrassment Company’s or humiliation; nor will Executive otherwise cause Affiliates’ Executives or contribute any person with whom the Company or any Affiliate has a business relationship which is designed to or would reasonably be expected to adversely affect in any manner, the conduct of any of the foregoing being held in disrepute Company’s or any of Affiliates’ business or the business or personal reputations of the Company, its Affiliates or any of the Company’s or its Affiliates’ officers, directors, Executives or shareholders.
(b) Absent any breach of this Agreement by the public Executive, the Company, for itself and its officers directors and Executives, agrees that for and during the Non-Disparagement Period, it will not disparage (or induce or encourage others to disparage) the Executive. As used herein, the term “disparage,” includes, without limitation, comments or statement to the press, any of the Company’s or its affiliates’ Executives or any person known to the Company to have a business relationship with Executive which is designed to or would reasonably be expected to adversely affect in any manner the conduct of the Executive’s business or the personal reputation of the Executive. The Executive acknowledges and agrees that his compensation hereunder is in consideration for, among other 3D Systems customer(s)things, vendor(sthe covenants set forth in Sections 5, 6 and 7 and that such restrictive covenants are (i) or employee(s). Company agrees necessary to instruct its officers, directors protect the goodwill and agents speaking regarding Executive with the prior knowledge and the express approval of an executive officer or director other proprietary interests of the Company not to disparage Executive to future employers of the Executive or others; provided, however, that nothing contained and (ii) reasonable and valid in this Section 5.11 will restrict or impede Company from (i) complying with scope and in all other respects. If any applicable law, legal process, regulation or stock exchange requirement, including disclosure obligations under securities laws and regulations, or a valid order of a court of competent jurisdiction determines that any of such covenants, or an authorized government agency any part thereof, are invalid or entity; (ii) making unenforceable for any statement required reason, such court shall have the power to modify such covenants, or reasonably desirable any part thereof, and in connection with such modified form, such covenants shall then be valid and enforceable. The Executive hereby acknowledges and agrees that any breach of one or more provisions contained in Sections 5, 6 and 7 of this Agreement shall be considered a material breach of this Agreement. In the enforcement or defense event of any claimsuch breach, legal proceeding due to the difficulty of calculating the damages that might be sustained directly or investigation involving indirectly as a result of such breach, the Executive or hereby acknowledges that the Company or any of their respective Affiliates; or (iii) providing information would not have a remedy at law adequate to any future employer or prospective employer of Executive regarding Executive’s obligations under this Agreement or any other agreement to which Executive is a party. Nothing herein prevents disclosureaddress such breach, in the sole discretion of and the Company and its employeesshall be entitled, upon showing of breach of this Agreement, or discussion of Executive’s employment withto injunctive relief, and separation of employment from, the Company, by and among employees and other agents of Company with a business need in addition to know such information. The restrictions of this Section 5.11 shall apply to, but are not limited to, communication via the Internet, any intranet, or other electronic means, such as social media web sites, electronic bulletin boards, blogs, email messages, text messages or any other electronic message. The restrictions of this Section 5.11 shall not be construed to prohibit or limit Executive, Company or any other Person from testifying truthfully in any proceeding, arbitration or governmental investigationremedies at law.
Appears in 2 contracts
Samples: Separation Agreement (Mobiclear Inc.), Separation Agreement (United Energy Corp /Nv/)
Non-Disparagement. The Executive agrees that (whether during or after Executive's employment as CEO of the Employment Period and at all times thereafterCompany) not to issue, Executive will not make circulate, publish or utter any statement, nor imply any meaning through Executive’s action comments or inaction, if such statement or implication would be adverse statements to the interests of 3D Systemspress or other media, its customers or its vendors or may reasonably cause any of the foregoing embarrassment or humiliation; nor will Executive otherwise cause or contribute to any of the foregoing being held in disrepute by the public third parties, or to any other 3D Systems customer(s), vendor(s) or employee(s). Company agrees to instruct its officers, directors and agents speaking regarding Executive with the prior knowledge and the express approval of an executive officer or director employees of the Company not or its subsidiaries or affiliates, or any consultants or any individual or entity with whom the Company or its subsidiaries or affiliates has a business relationship, which could reasonably be expected to disparage Executive to future employers of the Executive or others; provided, however, that nothing contained adversely affect in this Section 5.11 will restrict or impede Company from any manner: (i) complying with the conduct of the business of the Company or its subsidiaries or affiliates (including, without limitation, any applicable lawproducts, legal process, regulation or stock exchange requirement, including disclosure obligations under securities laws and regulationsservices, or a valid order of a court of competent jurisdiction business plans or an authorized government agency prospects); or entity; (ii) making any statement required the business reputation of the Company or reasonably desirable in connection with the enforcement its subsidiaries or defense of any claim, legal proceeding or investigation involving Executive affiliates (including its financial condition or the Company direction of the business), or any of their respective Affiliates; products or (iii) services, or their past or present officers, directors, executives or employees. Notwithstanding the foregoing, nothing contained in this Agreement will be deemed to restrict Executive from providing truthful information to any future employer governmental or prospective employer regulatory agency (or in any way limit the content of Executive regarding Executive’s obligations under this Agreement any such information) to the extent requested or any other agreement required to which Executive is a partyprovide such information pursuant to applicable law or regulation. Nothing herein prevents disclosurein this section is intended to limit Executive's rights under Section 7 of the National Labor Relations Act. The Company agrees (whether during or after Executive's employment as CEO of the Company) not to issue, in circulate, publish or utter any comments or statements to the sole discretion press or other media, or to any third parties, or to any employees of the Company and or its employees, of this Agreementsubsidiaries or affiliates, or discussion any consultants or any individual or entity with whom the Executive has a busine ss relationship, which could reasonably be expected to adversely affect in any manner the business or personal reputation of the Executive’s employment with. Notwithstanding the foregoing, and separation nothing contained in this Agreement will be deemed to restrict the Company from providing truthful information to any governmental or regulatory agency or under applicable securities laws (including the ASX Lis ting Rules) (or in any way limit the content of employment from, the Company, by and among employees and other agents of Company with a business need to know any such information. The restrictions of this Section 5.11 shall apply to, but are not limited to, communication via ) to the Internet, any intranet, extent requested or other electronic means, required to provide such as social media web sites, electronic bulletin boards, blogs, email messages, text messages information pursuant to applicable law or any other electronic message. The restrictions of this Section 5.11 shall not be construed to prohibit or limit Executive, Company or any other Person from testifying truthfully in any proceeding, arbitration or governmental investigationregulation.
Appears in 2 contracts
Samples: Executive Employment Agreement (AVITA Medical, Inc.), Executive Employment Agreement (AVITA Medical, Inc.)
Non-Disparagement. The Executive agrees that during the Employment Period and at all times thereafterto refrain from performing any act, Executive will not make engaging in any statement, nor imply any meaning through Executive’s conduct or course of action or inactionmaking or publishing any statements, if such statement claims, allegations or implication would be adverse to the interests of 3D Systemsassertions, its customers or its vendors which have or may reasonably cause have the effect of demeaning the name or business reputation of PG&E Corporation or any of the foregoing embarrassment its subsidiaries or humiliation; nor will Executive otherwise cause or contribute to any of the foregoing being held in disrepute by the public or any other 3D Systems customer(s)affiliates, vendor(s) or employee(s). Company agrees to instruct its officers, directors and agents speaking regarding Executive with the prior knowledge and the express approval of an executive officer or director of the Company not to disparage Executive to future employers of the Executive or others; provided, however, that nothing contained in this Section 5.11 will restrict or impede Company from (i) complying with any applicable law, legal process, regulation or stock exchange requirement, including disclosure obligations under securities laws and regulations, or a valid order of a court of competent jurisdiction or an authorized government agency or entity; (ii) making any statement required or reasonably desirable in connection with the enforcement or defense of any claim, legal proceeding or investigation involving Executive or the Company or any of their respective Affiliates; employees, officers, directors, agents or advisors in their capacities as such or which adversely affects (iiior may reasonably be expected adversely to affect) providing information the best interests (economic or otherwise) of any of them. The Company agrees to refrain from performing any future employer act, engaging in any conduct or prospective employer course of action or making or publishing any statements, claims, allegations or assertions in any print, electronic or television media or in investor conference calls or webcasts, which have or may reasonably have the effect of demeaning the name or business reputation of the Executive. The Company further agrees to instruct the members of the Company�s Board of Directors, Xxxxx Xxxxxx, and all of the Company�s Chief Executive regarding Executive’s Officers, Chief Operating Officers, Presidents, Senior Vice Presidents and Vice Presidents (in each case, while such person remains a Board member or employee of the Company) to comply with the Company�s obligations under this Agreement paragraph. In the event that Xxxxx Xxxxxx, or any other agreement to which Executive is the Company�s Chief Legal Officer or Head of Human Resources acquires actual knowledge that a party. Nothing herein prevents disclosure, in the sole discretion violation of the Company�s obligations under this paragraph 11 has occurred, the Company shall take reasonable action to reprimand and its employees, further discourage such behavior in violation of this Agreementparagraph 11. Each Party agrees that nothing in this paragraph 11 shall preclude the other Party from fulfilling any duty or obligation that he or it may have at law, from responding to any subpoena or official inquiry from any court or government agency, including providing truthful testimony, documents subpoenaed or requested or otherwise cooperating in good faith with any proceeding or investigation, or discussion from taking any reasonable actions to enforce such party�s rights under this Agreement in accordance with the dispute resolution provisions specified in paragraph 14 hereof. Each Party shall continue to comply with its or his obligations under this Paragraph 11 regardless of Executive’s employment with, any alleged breach by the other Party of its or his agreements contained in this paragraph 11 unless and separation of employment from, until there has been a final determination by a court or an arbitration panel that the Company, by and among employees and other agents of Company with a business need to know such information. The restrictions of Party has breached its or his obligations under this Section 5.11 shall apply to, but are not limited to, communication via the Internet, any intranet, or other electronic means, such as social media web sites, electronic bulletin boards, blogs, email messages, text messages or any other electronic message. The restrictions of this Section 5.11 shall not be construed to prohibit or limit Executive, Company or any other Person from testifying truthfully in any proceeding, arbitration or governmental investigationparagraph 11.
Appears in 2 contracts
Samples: Separation Agreement (Pg&e Corp), Separation Agreement (Pacific Gas & Electric Co)
Non-Disparagement. Executive The Employee agrees that during the Employment Period and at all times thereafter, Executive he will not make at any statementtime make, nor imply publish or communicate to any meaning through Executive’s action person or inactionentity or in any public forum any defamatory or disparaging remarks, if such statement comments or implication would be adverse to statements concerning the interests of 3D Systems, its customers Company or its vendors businesses, or may reasonably cause any of its employees, officers, members of its Board, and existing and prospective customers, suppliers, investors and other associated third parties. The Company agrees that the foregoing embarrassment Company will not at any time through any public statement make, publish or humiliation; nor will Executive otherwise cause or contribute communicate to any of person or entity or in any public forum any defamatory or disparaging remarks, comments or statements concerning the foregoing being held in disrepute by the public Employee or any other 3D Systems customer(s), vendor(s) or employee(s)his businesses. Company agrees to instruct its officers, directors and agents speaking regarding Executive with the prior knowledge and the express approval of an executive officer or director of the Company not to disparage Executive to future employers of the Executive or others; provided, however, that nothing contained The obligation set forth in this Section 5.11 will Subsection (e) does not, in any way, restrict or impede the Employee or the Company (including its members of the Board and executive officers) from (i) exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law, legal process, law or regulation or stock exchange requirement, including disclosure obligations under securities laws and regulations, or a valid order of a court of competent jurisdiction or an authorized government agency agency, provided that such compliance does not exceed that required by the law, regulation or entity; (ii) making order. The Employee shall promptly provide written notice of any statement required such order, applicable to him, to the Board and to the Company’s General Counsel. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall prevent the Employee from providing, without prior notice to the Company, information to governmental authorities regarding possible legal violations or reasonably desirable otherwise testifying or participating in any investigation or proceeding by any governmental authorities regarding possible legal violations. The Employee understands and agrees that the Employee is waiving the right to any monetary recovery in connection with any complaint or charge that the enforcement or defense of any claimEmployee may file with an administrative agency pursuant to the immediately preceding sentence, legal proceeding or investigation involving Executive or the Company or any of their respective Affiliates; or (iii) providing information except with respect to any future employer or prospective employer monetary recovery under the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the Xxxxxxxx-Xxxxx Act of Executive regarding Executive’s obligations under this Agreement or any other agreement to which Executive is a party. Nothing herein prevents disclosure, in the sole discretion of the Company and its employees, of this Agreement, or discussion of Executive’s employment with, and separation of employment from, the Company, by and among employees and other agents of Company with a business need to know such information. The restrictions of this Section 5.11 shall apply to, but are not limited to, communication via the Internet, any intranet, or other electronic means, such as social media web sites, electronic bulletin boards, blogs, email messages, text messages or any other electronic message. The restrictions of this Section 5.11 shall not be construed to prohibit or limit Executive, Company or any other Person from testifying truthfully in any proceeding, arbitration or governmental investigation2002.
Appears in 2 contracts
Samples: Employment Agreement (Visteon Corp), Employment Agreement (Visteon Corp)
Non-Disparagement. Executive agrees that during the Employment Period and at all times thereafter, Executive will not, and will not make encourage or induce others to, make, publish or communicate to any statementperson or entity or in any public forum any defamatory or disparaging remarks, nor imply any meaning through Executive’s action comments or inaction, if such statement or implication would be adverse to the interests of 3D Systems, its customers or its vendors or may reasonably cause statements concerning any of the foregoing embarrassment Company, its Subsidiaries, affiliates or humiliation; nor will Executive otherwise cause or contribute to any of the foregoing being held in disrepute by the public or any other 3D Systems customer(s), vendor(s) or employee(s). Company agrees to instruct its officers, directors and agents speaking regarding Executive with the prior knowledge and the express approval of an executive officer or director of the Company not to disparage Executive to future employers of the Executive or others; provided, however, that nothing contained in this Section 5.11 will restrict or impede Company from (i) complying with any applicable law, legal process, regulation or stock exchange requirement, including disclosure obligations under securities laws and regulations, or a valid order of a court of competent jurisdiction or an authorized government agency or entity; (ii) making any statement required or reasonably desirable in connection with the enforcement or defense of any claim, legal proceeding or investigation involving Executive or the Company shareholders or any of their respective Affiliates; past, present or directors, officers, employees, agents, shareholders or members or any of their respective successors and assigns (iii) providing information to any future employer collectively, the “Company Entities and Persons”). The Company will not issue a press release or prospective employer similar public announcement regarding the termination of Executive regarding Executive’s obligations under this Agreement or any other agreement to which Executive is a party. Nothing herein prevents disclosureemployment; provided, in however that the sole discretion Company may include such disclosure of the Company and its employees, of this Agreement, or discussion termination of Executive’s employment withand terms of this Separation Agreement in one or more proxy statements, current, quarterly, or annual reports, and separation registration statements filed with the Securities and Exchange Commission (the “SEC”), as may be required by the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, or SEC rules and regulations thereunder. If the Company receives any external inquiry regarding Executive’s employment from, history at the Company, the Company will respond to the inquiry by and among employees and other agents providing Executive’s dates of Company with a business need employment, Executive’s job title. Nothing in this Separation Agreement is intended to know such information. The restrictions of this Section 5.11 or shall apply to, but are not limited to, communication via the Internet, prevent any intranetperson from providing, or limiting testimony in response to a valid subpoena, court order, regulatory request or other electronic meansjudicial, administrative or legal process or otherwise as required by law. Executive agrees that Executive will notify the Company in writing as promptly as practicable after receiving any request for testimony or information in response to a subpoena, court order, regulatory request or other judicial, administrative or legal process or otherwise as required by law, regarding the anticipated testimony or information to be provided and at least ten (10) days prior to providing such testimony or information (or, if such notice is not possible under the circumstances, with as social media web sites, electronic bulletin boards, blogs, email messages, text messages or any other electronic message. The restrictions of this Section 5.11 shall not be construed to prohibit or limit Executive, Company or any other Person from testifying truthfully in any proceeding, arbitration or governmental investigationmuch prior notice as is possible).
Appears in 1 contract
Non-Disparagement. (a) The Executive agrees that during shall not make, participate in the Employment Period and at all times thereaftermaking of, Executive will not make any statement, nor imply any meaning through Executive’s action or inaction, if such statement or implication would be adverse to the interests of 3D Systems, its customers or its vendors or may reasonably cause any of the foregoing embarrassment or humiliation; nor will Executive otherwise cause or contribute to any of the foregoing being held in disrepute by the public or encourage any other 3D Systems customer(s)person to make, vendor(s) or employee(s). Company agrees to instruct its officers, directors and agents speaking regarding shall cause the other Executive with the prior knowledge and the express approval of an executive officer or director of the Company Released Parties not to disparage Executive to future employers of make, participate in the Executive or others; provided, however, that nothing contained in this Section 5.11 will restrict or impede Company from (i) complying with any applicable law, legal process, regulation or stock exchange requirement, including disclosure obligations under securities laws and regulationsmaking of, or a valid order of a court of competent jurisdiction encourage any other person to make, any statements, written or an authorized government agency oral, which criticize, disparage, or entity; (ii) making any statement required defame the goodwill or reasonably desirable in connection with reputation of, or which are intended to embarrass or adversely affect the enforcement or defense of any claimCompany, legal proceeding or investigation involving Executive or the other Company Released Parties or any of their respective Affiliates; subsidiaries, affiliates or employees, including the senior executives thereof. Notwithstanding the foregoing, this Subsection (iiia) providing information shall not apply to the extent of any litigation or other adversarial proceedings between the Executive Released Parties and the Company Released Parties with respect to any future employer Excluded Company Obligations.
(b) The Company shall not make, participate in the making of, or prospective employer of Executive regarding Executive’s obligations under this Agreement encourage any employees or any other agreement person to which Executive is a party. Nothing herein prevents disclosuremake, and shall cause its directors and executive officers and the other Company Released Parties not to make, participate in the sole discretion of the Company and its employees, of this Agreementmaking of, or discussion of Executive’s employment with, and separation of employment from, the Company, by and among encourage any employees and other agents of Company with a business need to know such information. The restrictions of this Section 5.11 shall apply to, but are not limited to, communication via the Internet, any intranet, or other electronic means, such as social media web sites, electronic bulletin boards, blogs, email messages, text messages or any other electronic messageperson to make, any statements, written or oral, which criticize, disparage, or defame the reputation of, or which are intended to embarrass, the Executive or the other Executive Released Parties. The restrictions Notwithstanding the foregoing, (i) this Subsection (b) shall not apply to the extent of any litigation or other adversarial proceedings between the Executive Released Parties and the Company Released Parties with respect to any Excluded Company Obligations and (ii) nothing in this Subsection (b) shall prohibit any of the Company’s directors or executive officers from making any non-public statements to one another in the course of carrying out their duties as such.
(c) Notwithstanding the foregoing, nothing in this Section 5.11 11 shall not prohibit any person from making truthful statements when required by order of a court or other body having jurisdiction, or as otherwise may be construed to prohibit or limit Executive, Company or any other Person from testifying truthfully in any proceeding, arbitration or governmental investigationrequired by law.
Appears in 1 contract
Samples: Separation Agreement (Intermedia Outdoor Holdings, Inc.)
Non-Disparagement. Executive Employee agrees and covenants that during Employee shall not at any time make, publish or communicate to any person or entity or in any public forum any defamatory, maliciously false or disparaging remarks, comments or statements concerning the Employment Period and at all times thereafter, Executive will not make any statement, nor imply any meaning through Executive’s action or inaction, if such statement or implication would be adverse to the interests of 3D Systems, its customers Company or its vendors businesses and operations, or may reasonably cause any of the foregoing embarrassment Company’s employees, officers, directors, existing and prospective business partners, suppliers, investors and other associated third parties, now or humiliation; nor in the future. The Company agrees and covenants that it will Executive otherwise cause direct its directors and officers to not make, publish or contribute communicate to any person or entity or in any public forum any defamatory, maliciously false or disparaging remarks, comments or statements concerning Employee; provided, nothing in this Agreement shall limit the ability of the foregoing being held in disrepute by the public or any other 3D Systems customer(s)Company, vendor(s) or employee(s). Company agrees to instruct its officers, directors and agents speaking regarding Executive anyone acting on the Company’s behalf, to make any disclosure necessary or advisable to the SEC or otherwise to comply with law, including the prior knowledge and the express approval of an executive officer or director of the Company federal securities laws. This section does not to disparage Executive to future employers of the Executive or others; provided, however, that nothing contained in this Section 5.11 will any way restrict or impede Company Employee from (i) exercising protected rights under the National Labor Relations Act or the federal securities laws, including the Xxxx-Xxxxx Act, to the extent that such rights cannot be waived by agreement, or from complying with any applicable law, legal process, law or regulation or stock exchange requirement, including disclosure obligations under securities laws and regulations, or a valid order of a court of competent jurisdiction or an authorized government agency agency, provided that such compliance does not exceed that required by the law, regulation or entity; (ii) making any statement required or reasonably desirable in connection with the enforcement or defense order. Employee shall provide written notice of any claim, legal proceeding or investigation involving Executive or the Company or any of their respective Affiliates; or (iii) providing information such order to any future employer or prospective employer of Executive regarding Executive’s obligations under this Agreement or any other agreement to which Executive is a party. Nothing herein prevents disclosure, in the sole discretion of the Company and its employees, of this Agreement, or discussion of Executive’s employment with, and separation of employment from, the Company’s General Counsel, by and among employees and other agents Xxxxxxx Xxxxxxxx, at (000) 000-0000 or Xxxxxxx.Xxxxxxxx@xxxxxxxxxxxxxxxxxxxx.xxx within two business days of Company with a business need to know receiving such information. The restrictions of this Section 5.11 shall apply to, but are not limited to, communication via the Internet, any intranet, or other electronic means, such as social media web sites, electronic bulletin boards, blogs, email messages, text messages or any other electronic message. The restrictions of this Section 5.11 shall not be construed to prohibit or limit Executive, Company or any other Person from testifying truthfully in any proceeding, arbitration or governmental investigationorder.
Appears in 1 contract
Samples: Separation and Release Agreement (Two Harbors Investment Corp.)
Non-Disparagement. Executive agrees Lxxxx shall not engage in conduct, or make statements or representations, that during disparage or otherwise impair the Employment Period and at all times thereafterreputation, Executive will not make any statement, nor imply any meaning through Executive’s action goodwill or inaction, if such statement or implication would be adverse to the interests of 3D Systems, its customers or its vendors or may reasonably cause any of the foregoing embarrassment or humiliation; nor will Executive otherwise cause or contribute to any of the foregoing being held in disrepute by the public or any other 3D Systems customer(s), vendor(s) or employee(s). Company agrees to instruct its officers, directors and agents speaking regarding Executive with the prior knowledge and the express approval of an executive officer or director of the Company or Released Parties. Lxxxx shall not to disparage Executive to future employers disclose the terms or existence of the Executive or others; providedthis Agreement, however, that nothing contained in this Section 5.11 will restrict or impede Company from except (i) complying to comply or to obtain compliance with any applicable lawthis Agreement, legal process, regulation or stock exchange requirement, including disclosure obligations under securities laws and regulations, or a valid order of a court of competent jurisdiction or an authorized government agency or entity; (ii) making any statement required to Lxxxx’x respective legal, financial or reasonably desirable in connection with tax advisors (all of whom must first agree to be bound by this paragraph 5.a.) and to the enforcement or defense of any claim, legal proceeding or investigation involving Executive or the Company Internal Revenue Service or any of their respective Affiliates; analogous state or local taxation authority, and (iii) providing information to any future employer entity if required by legal process upon not less than three (3) business days prior written notice (or prospective employer of Executive regarding Executive’s obligations under this Agreement such shorter period required by any legal or any other agreement quasi-legal entity or body) to which Executive is a party. Nothing herein prevents disclosure, in the sole discretion of Company and agrees to cooperate reasonably with the Company and its employeesattorneys, upon notice reasonably in advance, if the Company elects to contest such legal process. The Company’s officers shall not engage in conduct, or make statements or representations, that disparage or otherwise impair Lxxxx’x reputation, goodwill or interests. The Company shall not disclose the terms or existence of this Agreement, except (i) to comply or discussion of Executiveto obtain compliance with this Agreement, (ii) to the Company’s employment withrespective legal, financial or tax advisors, and separation senior managers of employment fromthe Company who have a legitimate business “need to know” (all of whom must first agree to be bound by this paragraph) and to the Internal Revenue Service or any analogous state or local taxation authority, (iii) to any entity if required by legal process upon not less than three (3) business days prior written notice (or such shorter period required by any legal or quasi-legal entity or body) to the Company and the Company agrees to cooperate reasonably with Lxxxx and his attorneys, upon notice reasonably in advance, if Lxxxx elects to contest such legal process; and (iv) as required by applicable law, rules or regulations. Provided further, without limiting the generality of the foregoing, the Company shall respond to all reference inquiries from Lxxxx’x prospective employers by providing solely Lxxxx’x hire date, the date (month and year) of Lxxxx’x first involvement with the formation of the Company prior to being hired, and most recent job title. If requested by any prospective employer, the Company shall inform such prospective employer that the Company, by and among employees and other agents of Company with a business need ’s policy is to know such information. The restrictions of this Section 5.11 shall apply to, but are not limited to, communication via provide only the Internet, any intranet, or other electronic means, such as social media web sites, electronic bulletin boards, blogs, email messages, text messages or any other electronic message. The restrictions of this Section 5.11 shall not be construed to prohibit or limit Executive, Company or any other Person from testifying truthfully in any proceeding, arbitration or governmental investigationabove “neutral reference” information regarding former employees.
Appears in 1 contract
Samples: Transition Agreement (Specialty Underwriters Alliance, Inc.)
Non-Disparagement. (a) Executive agrees that during the Employment Period and shall not, directly or indirectly, at all times thereafterany time, Executive will not make any statementstatements, nor imply publicly or otherwise, orally or in writing, disparaging the character, reputation or standing of the Company, any meaning through of its subsidiaries or affiliates, their business, their actions or their officers, directors or employees, to any person or entity (including, without limitation, to employees, independent contractors, investors, shareholders, lenders and bankers of the Company or any of its subsidiaries or affiliates). Executive acknowledges that no provision of this Agreement is intended to prevent Executive from making a truthful report in good faith to any governmental agency with oversight authority over the Company. In addition, nothing in this Agreement prohibits Executive’s action ability to file a charge or inaction, if such statement complaint for possible violations of law or implication would be adverse to the interests of 3D Systems, its customers or its vendors or may reasonably cause any of the foregoing embarrassment or humiliation; nor will Executive otherwise cause or contribute regulation to any of federal, state or local governmental agency or entity, including, but not limited to, the foregoing being held in disrepute by Equal Employment Opportunity Commission, the public National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission or any other 3D Systems customer(s)federal, vendor(s) state or employee(slocal governmental agency or commission (“Government Agencies”). Executive further understands that this Agreement does not limit Executive’s ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company. This Agreement does not limit Executive’s right to receive an award from any Government Agency for information provided to any Government Agencies.
(b) The Company agrees shall not, and shall direct its executive officers and its directors (the Company, together with such executive officers and directors, collectively, the “Company Group”) not to, at any time make any statements, public or otherwise, orally or in writing, disparaging the character, reputation or standing of Executive, to instruct its officersany person or entity (including, directors without limitation, to employees, independent contractors, investors, shareholders, lenders and agents speaking regarding Executive with the prior knowledge and the express approval of an executive officer or director bankers of the Company not to disparage Executive to future employers or any of the Executive its subsidiaries or othersaffiliates); provided, however, that nothing contained in this Section 5.11 herein will limit or restrict (y) any disclosures required or impede Company from (i) complying with compelled by applicable legal requirements, any applicable lawnational securities exchange, or legal process, regulation or stock exchange requirement(z) the Company Group’s ability to communicate with any Government Agency, including disclosure obligations under securities laws and regulationsproviding documents or other information. For purposes of clarity, or a valid order of a court of competent jurisdiction or an authorized government agency or entity; (ii) making any statement required or reasonably desirable in connection with the enforcement or defense of any claim, legal proceeding or investigation involving Executive or the Company or any of their respective Affiliates; or (iii) providing information foregoing restrictions will not apply to any future employer or prospective employer of Executive regarding Executive’s obligations under this Agreement or any other agreement to which Executive is a party. Nothing herein prevents disclosure, in the sole discretion communications made by employees of the Company and its employees, (other than executive officers or directors of this Agreement, or discussion of Executive’s employment with, and separation of employment from, the Company, by and among employees and other agents ) unless at the direction of Company with a business need to know such information. The restrictions any executive officers or directors of this Section 5.11 shall apply to, but are not limited to, communication via the Internet, any intranet, or other electronic means, such as social media web sites, electronic bulletin boards, blogs, email messages, text messages or any other electronic message. The restrictions of this Section 5.11 shall not be construed to prohibit or limit Executive, Company or any other Person from testifying truthfully in any proceeding, arbitration or governmental investigationCompany.
Appears in 1 contract
Non-Disparagement. Executive agrees that during the Employment Period (a) Consultant and at all times thereafter, Executive will not make any statement, nor imply any meaning through Executive’s action or inaction, if such statement or implication would be adverse to the interests of 3D Systems, its customers or its vendors or may reasonably cause any of the foregoing embarrassment or humiliation; nor will Executive otherwise cause or contribute to any of the foregoing being held in disrepute by the public or any other 3D Systems customer(s), vendor(s) or employee(s)Xx. Company agrees to instruct its officers, directors and agents speaking regarding Executive with the prior knowledge and the express approval of an executive officer or director of the Company Xxxxxx agree not to disparage Executive to future employers of the Executive or others; providedcriticize, however, that nothing contained in this Section 5.11 will restrict or impede Company from (i) complying with any applicable law, legal process, regulation or stock exchange requirement, including disclosure obligations under securities laws and regulationsdenigrate, or a valid order of a court of competent jurisdiction or an authorized government agency or entity; (ii) making any statement required or reasonably desirable in connection with the enforcement or defense of any claim, legal proceeding or investigation involving Executive or disparage the Company or any “Affiliates” (as defined in Section 13) in any manner whatsoever, whether oral or written, now or in the future. For the purpose of their respective Affiliates; this Paragraph, the term “disparage” shall include, without limitation, any statement accusing the aforesaid individuals or (iii) providing information entities of acting in violation of any law or governmental regulation or of condoning any such action, or otherwise acting in an unprofessional, dishonest, disreputable, improper, incompetent or negligent manner. Nothing in this Paragraph shall preclude Consultant or Xx. Xxxxxx from offering oral or written testimony in response or pursuant to subpoena or order by a court or tribunal or governmental or law enforcement agency, complying with other legal obligations, in connection with asserting any future employer or prospective employer defense against any claim of Executive regarding Executive’s obligations under breach of this Agreement or in connection with asserting any other agreement claim of breach of this Agreement. Furthermore, nothing in this Paragraph shall require Consultant or Xx. Xxxxxx to which Executive is a party. Nothing herein prevents disclosure, in the sole discretion of the make false statements or disclosures.
(b) The Company and its Affiliates agree not to disparage Consultant or Xx. Xxxxxx in any manner whatsoever, whether oral or written, now or in the future. For the purpose of this Paragraph, the term “disparage” shall include, without limitation, any statement accusing the aforesaid individuals or entities of acting in violation of any law or governmental regulation or of condoning any such action, or otherwise acting in an unprofessional, dishonest, disreputable, improper, incompetent or negligent manner. Nothing in this Paragraph shall preclude the Company or its Affiliates including without limitation, officers, directors or employees, from offering oral or written testimony in response or pursuant to subpoena or order by a court or tribunal or governmental or law enforcement agency, complying with other legal obligations, in connection with asserting any defense against any claim of breach of this Agreement or in connection with asserting any claim of breach of this Agreement. Furthermore, or discussion of Executive’s employment with, and separation of employment from, nothing in this Paragraph shall require the Company, by and among employees and other agents of Company with a business need to know such information. The restrictions of this Section 5.11 shall apply to, but are not limited to, communication via the Internet, any intranet, or other electronic means, such as social media web sites, electronic bulletin boards, blogs, email messages, text messages or any other electronic message. The restrictions of this Section 5.11 shall not be construed to prohibit or limit Executive, Company or any other Person from testifying truthfully in any proceeding, arbitration its Affiliates to make false statements or governmental investigationdisclosures.
Appears in 1 contract
Samples: Consulting Agreement (Biospecifics Technologies Corp)
Non-Disparagement. Executive agrees that that, during the Employment Period his employment and at all times any time thereafter, Executive will shall not directly or indirectly (a) make any statement, nor imply whether in commercial or non-commercial speech, disparaging, criticizing, defaming, slandering, or ridiculing in any meaning through Executive’s action or inaction, if such statement or implication would be adverse to way the interests of 3D SystemsCompany, its customers parents, their affiliates or its vendors their respective officers and directors, or may reasonably cause any products or services offered by any of these entities, or (b) engage in any other conduct or make any other statement that, in each case, should reasonably be expected to impair the foregoing embarrassment goodwill or humiliation; nor will Executive otherwise cause or contribute to any reputation of the foregoing being held in disrepute by the public Company, its parents, or any other 3D Systems customer(s), vendor(s) or employee(s)their affiliates. The Company agrees to instruct its officers, directors those individuals who are current executive officers and agents speaking regarding Executive with the prior knowledge and the express approval of an executive officer or director members of the Company not Arm Board during Executive’s employment to disparage refrain from making any statement, whether in commercial or non-commercial speech, disparaging, criticizing, defaming, slandering, or ridiculing Executive to future employers of the Executive or others; in any way, provided, however, that this provision shall not otherwise prohibit the Company from reviewing the performance of Executive and communicating the results of such review to Executive. Executive understands and agrees that the Company’s obligations under this Section 6(b) extend only to the Company’s duty to instruct its executive officers and members of the Arm Board who are current executive officers or members of the Arm Board during Executive’s employment and, for the avoidance of doubt, that the Company is not responsible after each such individual is no longer an executive officer or member of the Arm Board. Notwithstanding anything herein to the contrary, nothing herein or elsewhere shall prevent either party from making disclosures or truthful statements required by law or by any court, arbitrator, governmental body or other person with apparent authority to require such disclosures or statements, or, in the case of the Company, to make disclosures to and otherwise communicate with auditors, financial, legal or other advisors. Nothing contained in this Section 5.11 will restrict 6 shall in any way limit the rights or impede Company relief that either party may have under common law or otherwise with respect to the conduct prohibited in this paragraph. Nothing in this agreement prevents Executive from (i) complying with any applicable lawdiscussing or disclosing information about unlawful acts in the workplace, legal process, regulation such as harassment or stock exchange requirement, including disclosure obligations under securities laws and regulations, or a valid order of a court of competent jurisdiction or an authorized government agency or entity; (ii) making any statement required or reasonably desirable in connection with the enforcement or defense of any claim, legal proceeding or investigation involving Executive or the Company or any of their respective Affiliates; or (iii) providing information to any future employer or prospective employer of Executive regarding Executive’s obligations under this Agreement discrimination or any other agreement conduct that Executive has reason to which Executive believe is a party. Nothing herein prevents disclosure, in the sole discretion of the Company and its employees, of this Agreement, or discussion of Executive’s employment with, and separation of employment from, the Company, by and among employees and other agents of Company with a business need to know such information. The restrictions of this Section 5.11 shall apply to, but are not limited to, communication via the Internet, any intranet, or other electronic means, such as social media web sites, electronic bulletin boards, blogs, email messages, text messages or any other electronic message. The restrictions of this Section 5.11 shall not be construed to prohibit or limit Executive, Company or any other Person from testifying truthfully in any proceeding, arbitration or governmental investigationunlawful.
Appears in 1 contract
Non-Disparagement. Executive agrees that during the Employment Period and at all times thereafter, Executive will not make any statement, nor imply any meaning through Executive’s action or inaction, if such statement or implication would be adverse to the interests of 3D Systems, its customers or its vendors or may reasonably cause any of the foregoing embarrassment or humiliation; nor will Executive otherwise cause or contribute to any of the foregoing being held in disrepute by the public or any other 3D Systems customer(s), vendor(s) or employee(s). Company agrees to instruct its officers, directors and agents speaking regarding Executive with the prior knowledge and the express approval of an executive officer or director of the Company not to disparage Executive to future employers of the Executive or others; provided, however, that nothing contained in this Section 5.11 4.7 will restrict or impede Company from (i) complying with any applicable law, legal process, regulation or stock exchange requirement, including disclosure obligations under securities laws and regulations, or a valid order of a court of competent jurisdiction or an authorized government agency or entity; (ii) making any statement required or reasonably desirable in connection with the enforcement or defense of any claim, legal proceeding or investigation involving Executive or the Company or any of their respective Affiliates; or (iii) providing information to any future employer or prospective employer of Executive regarding Executive’s obligations under this Agreement or any other agreement to which Executive is a party. Nothing herein prevents disclosure, in the sole discretion of the Company and its employees, of this Agreement, or discussion of Executive’s employment with, and separation of employment from, the Company, by and among employees and other agents of Company with a business need to know such information. The restrictions of this Section 5.11 4.7 shall apply to, but are not limited to, communication via the Internet, any intranet, or other electronic means, such as social media web sites, electronic bulletin boards, blogs, email messages, text messages or any other electronic message. The restrictions of this Section 5.11 4.7 shall not be construed to prohibit or limit Executive, Company or any other Person from testifying truthfully in any proceeding, arbitration or governmental investigation.
Appears in 1 contract
Non-Disparagement. Executive agrees that during the Employment Period and at all times thereafter, Executive (a) The Company will not make any statement, nor imply any meaning through Executive’s action or inaction, if such statement or implication would be adverse to the interests of 3D Systems, direct its customers or its vendors or may reasonably cause any of the foregoing embarrassment or humiliation; nor will Executive otherwise cause or contribute to any of the foregoing being held in disrepute by the public or any other 3D Systems customer(s), vendor(s) or employee(s). Company agrees to instruct its officers, directors and agents speaking regarding Executive with the prior knowledge and the express approval executive officers to not publicly disparage, denigrate or ridicule Employee in respect of an executive officer Employee's integrity or director of the Company not to disparage Executive to future employers of the Executive business practices, performance, skills, acumen, experience or otherssuccess, or concerning Employee personally; provided, however, that nothing contained in this Section 5.11 will restrict or impede Company from (i6(a) complying with any applicable law, legal process, regulation or stock exchange requirement, including disclosure obligations under securities laws and regulations, or a valid order of a court of competent jurisdiction or an authorized government agency or entity; (ii) making any statement required or reasonably desirable in connection with the enforcement or defense of any claim, legal proceeding or investigation involving Executive or shall prohibit the Company or any director or executive officer of the Company from disclosing such information as may be required by law, or by judicial or administrative process or order or the rules of any securities exchange or similar self-regulatory organization applicable to such person. The Company shall only be responsible for, and bear any and all liability, for, any breach of this Section 6(a) by any of its directors or executive officers (other than Xxxxx Xxxx), if such breach is knowingly and willfully committed by any such director or executive officer in connection with such director's or executive officer's duties to the Company and involves a material public disparagement of Employee.
(b) Employee will not publicly disparage, denigrate or ridicule the Company or its directors or executive officers in respect of their respective Affiliatesintegrity or business practices, performance, skills, acumen, experience or success or concerning any directors or executive officers personally; provided, however, that nothing in this Section 6(b) shall prohibit Employee from disclosing such information as may be required by law, or by judicial or administrative process or order or the rules of any securities exchange or similar self-regulatory organization applicable to such person. Employee shall only be responsible for, and bear any and all liability, for, any breach of this Section 6(b) if such breach is knowingly and willfully committed and involves a material public disparagement of the Company or its directors or executive officers.
(iiic) providing information Notwithstanding the foregoing, Employee shall not be entitled to any future employer terminate, rescind, repudiate or prospective employer seek judicial invalidation of Executive regarding Executive’s obligations under this Agreement or any other agreement with the Company as a remedy for any breach or alleged breach of Section 6(a); provided, however, that, Employee shall be entitled to which Executive is a party. Nothing herein prevents disclosure, the remedy specified in the sole discretion Section 4(f) of the Company and its employees, of this New Employment Agreement, or discussion of Executive’s employment with, and separation of employment from, the Company, by and among employees and other agents of Company with a business need to know such information. The restrictions of this Section 5.11 shall apply to, but are not limited to, communication via the Internet, any intranet, or other electronic means, such as social media web sites, electronic bulletin boards, blogs, email messages, text messages or any other electronic message. The restrictions of this Section 5.11 shall not be construed to prohibit or limit Executive, Company or any other Person from testifying truthfully in any proceeding, arbitration or governmental investigation.
Appears in 1 contract
Samples: Termination Agreement (Gemstar Tv Guide International Inc)
Non-Disparagement. (i) The Executive agrees that during the Employment Period and at all times thereafternot to defame, Executive will not or make any statementfalse or disparaging statements about the Company and/or its Affiliates, nor imply or any meaning through Executive’s of their respective products, services, finances, financial condition, capabilities or other aspect of or any of their respective businesses, in any medium to any person or entity; or otherwise, to take any action that primarily is designed to have the effect of discouraging any employee, lessor, licensor, customer, supplier, or inaction, if other business associate of the Company from maintaining its business relationships with the Company and/or its Affiliates (any such statement or implication would act a “Prohibited Statement” or “Prohibited Action”). Executive shall be adverse permitted to issue press releases, make statements to the interests of 3D Systemspress, its customers give guidance to the market or its vendors make statements to regulators, governmental agencies, legislators or may reasonably cause any of other governmental officials; or otherwise to take such actions necessary in connection with Executive’s duties and responsibilities under this Agreement, without such statements or actions being considered a Prohibited Statement or Prohibited Action under the foregoing embarrassment or humiliation; nor will Executive otherwise cause or contribute to any of the foregoing being held in disrepute by the public or any other 3D Systems customer(s), vendor(s) or employee(s). Company agrees to instruct its officers, directors and agents speaking regarding Executive with the prior knowledge and the express approval of an executive officer or director of the Company not to disparage Executive to future employers of the Executive or others; provided, however, that nothing contained in this Section 5.11 will restrict or impede Company from (i) complying with any applicable law, legal process, regulation or stock exchange requirement, including disclosure obligations under securities laws and regulations, or a valid order of a court of competent jurisdiction or an authorized government agency or entity; Agreement.
(ii) making The Company hereby agrees that Company and its officers shall not defame, or make any statement false or disparaging statements in any medium to any person or entity about Executive.
(iii) Notwithstanding any provision of this Section 6(b) to the contrary, (A) both Executive and the Company (including the Board and its executive officers) may (1) confer in confidence with their legal representatives and make truthful statements as required by law and (2) make private statements to any officer, director or reasonably desirable in connection with the enforcement or defense employee of any claim, legal proceeding or investigation involving Executive or the Company or any of their respective Affiliatesits affiliates; and (B) nothing herein shall prevent any person from (1) responding publicly to incorrect, disparaging or derogatory public statements to the extent reasonably necessary to correct or refute such public statement or (iii2) providing information making any truthful statement to the extent (x) necessary with respect to any future employer litigation, arbitration or prospective employer of Executive regarding Executive’s obligations under mediation involving this Agreement (or any Exhibit or Schedule hereto) or any other agreement among or between any party hereto or (y) required by law or by any court, arbitrator, mediator or administrative or legislative body (including any committee thereof) with actual or apparent jurisdiction to which Executive is a party. Nothing herein prevents disclosure, in the sole discretion of the Company and its employees, of order such person to disclose or make accessible such information.
(iv) By signing this Agreement, or discussion the parties agree and acknowledge that they each are making, after the opportunity to confer with counsel, a knowing, voluntary and intelligent waiver of Executive’s employment withrights either may have to make disparaging comments regarding the other party (and, as applicable affiliates thereof), including rights under the First Amendment to the United States Constitution and separation of employment from, the Company, by and among employees and other agents of Company with a business need to know such information. The restrictions of this Section 5.11 shall apply to, but are not limited to, communication via the Internet, any intranet, or other electronic means, such as social media web sites, electronic bulletin boards, blogs, email messages, text messages or any other electronic message. The restrictions of this Section 5.11 shall not be construed to prohibit or limit Executive, Company or any other Person from testifying truthfully in any proceeding, arbitration or governmental investigationapplicable federal and state constitutional rights.
Appears in 1 contract
Samples: Employment Agreement (Energy Future Holdings Corp /TX/)
Non-Disparagement. Executive agrees that during During the Employment Period Term and at all times any time thereafter, Executive will not make any statement, nor imply any meaning through Executive’s action or inaction, if such statement or implication would be adverse to the interests of 3D Systems, its customers or its vendors or may reasonably cause any of the foregoing embarrassment or humiliation; nor will Executive otherwise cause or contribute to any of the foregoing being held in disrepute by the public or any other 3D Systems customer(s), vendor(s) or employee(s). Company agrees to instruct its officers, directors and agents speaking regarding Executive with the prior knowledge and the express approval of an executive officer or director of the Company not to disparage Executive or encourage or induce others to future employers disparage the Company, any Affiliate, any of the Executive or others; provided, however, their respective employees that nothing contained in this Section 5.11 will restrict or impede Company from (i) complying with any applicable law, legal process, regulation or stock exchange requirement, including disclosure obligations under securities laws and regulations, or a valid order of a court of competent jurisdiction or an authorized government agency or entity; (ii) making any statement required or reasonably desirable in connection were employed during Executive’s employment with the enforcement Company or defense of any claim, legal proceeding or investigation involving Executive or the Company its Affiliates or any of their respective Affiliates; past and present, officers, directors, products or services (iii) providing information the “Company Parties”). For purposes of this Section 17(c), the term “disparage” includes, without limitation, comments or statements to the press, to the Company’s or any Affiliate’s employees or to any future employer individual or prospective employer of Executive regarding Executive’s obligations under this Agreement entity with whom the Company or any other agreement to which Executive Affiliate has a business relationship (including, without limitation, any vendor, supplier, customer or distributor), or any public statement, that in each case is a party. Nothing herein prevents disclosureintended to, in the sole discretion or can be reasonably expected to, materially damage any of the Company Parties. Upon termination of Executive’s employment, the Company shall instruct its chief executive officer, chief financial officer and its employeeschief operating officer not to disparage or encourage or induce others to disparage Executive while such senior executives are employed by the Company. Notwithstanding the foregoing, nothing in this Section 17(c) shall prevent Executive or the chief executive officer, chief financial officer and chief operating officer of the Company from making any truthful statement to the extent, but only to the extent (A) necessary with respect to any litigation, arbitration or mediation involving this Agreement, including, but not limited to, the enforcement of this Agreement, or discussion of Executive’s employment with, and separation of employment from, in the Company, by and among employees and other agents of Company with a business need to know forum in which such information. The restrictions of this Section 5.11 shall apply to, but are not limited to, communication via the Internet, any intranet, or other electronic means, such as social media web sites, electronic bulletin boards, blogs, email messages, text messages or any other electronic message. The restrictions of this Section 5.11 shall not be construed to prohibit or limit Executive, Company or any other Person from testifying truthfully in any proceedinglitigation, arbitration or governmental investigation.mediation properly takes place or (B) required by law, legal process or by any court, arbitrator, mediator or administrative or legislative body (including any committee thereof) with apparent jurisdiction over Executive. Nothing in this Section 17(c) shall interfere with Executive’s ability to make the Permitted Disclosures as defined in Section 17(a) above
Appears in 1 contract
Non-Disparagement. Executive a. Employee agrees that during the Employment Period and at all times thereafterEmployee will not, Executive will not directly or indirectly, make any statementdisparaging, nor imply derogatory, or defamatory remarks about Employer, any meaning through Executiveof its affiliates, or any of Employer’s action or inactionsuch affiliates’ executives, if such statement officers, directors, or implication would be adverse managers, and Employee further agrees not to make any negative comments to the interests of 3D Systemsmedia, its customers or its vendors or may reasonably cause otherwise attempt to generate negative publicity about Employer, any of the foregoing embarrassment its affiliates, or humiliation; nor will Executive otherwise cause or contribute to any of the foregoing being held Employer’s or such affiliates’ executives, officers, directors, or managers. Nothing contained in disrepute by the public this paragraph or any other 3D Systems customer(s)provision of this Agreement shall prevent Employee from (i) making or initiating communications directly with, vendor(sresponding to any inquiry from, volunteering information to, making reports to, or testifying truthfully before any governmental or self-regulatory agency or entity, including but not limited to the U.S. Securities and Exchange Commission, regarding possible violations of law or regulation, or (ii) engaging in concerted activity protected by the National Labor Relations Act or employee(s). Company agrees other applicable law or regulation, and Employee is not required to instruct its officers, directors and agents speaking regarding Executive with the advise or seek permission from Employer prior knowledge and the express approval of an executive officer or director of the Company not to disparage Executive to future employers of the Executive or othersengaging in any such activity; provided, however, that nothing in connection with any such activity with a governmental or self-regulatory agency or entity, Employee shall inform such agency or entity that the information Employee is providing is confidential and, provided further that Employee is not permitted to reveal any information that is protected by the attorney-client privilege or attorney-work product protection or any other privilege belonging to Employer.
b. Employer agrees that none of the members of Employer’s Board of Directors (each, an “Employer Director”) Employee will, directly or indirectly, make any disparaging, derogatory, or defamatory remarks about Employee, any of his affiliates, or any of Employee’s or such affiliates’ executives, officers, directors, or managers, and Employer further agrees that no Employer Director will make any negative comments to the media, or otherwise attempt to generate negative publicity about Employee, any of his affiliates, or any of Employee’s or such affiliates’ executives, officers, directors, or managers. Nothing contained in this Section 5.11 will restrict paragraph or impede Company any other provision of this Agreement shall prevent any Employer Director from (i) complying with making or initiating communications directly with, responding to any applicable lawinquiry from, legal processvolunteering information to, regulation or stock exchange requirement, including disclosure obligations under securities laws and regulationsmaking reports to, or a valid order of a court of competent jurisdiction testifying truthfully before any governmental or an authorized government self-regulatory agency or entity; , including but not limited to the U.S. Securities and Exchange Commission, regarding possible violations of law or regulation, or (ii) making engaging in concerted activity protected by the National Labor Relations Act or other applicable law or regulation, and no Employer Director is required to advise or seek permission from Employee prior to engaging in any statement required or reasonably desirable such activity; provided, however, that in connection with any such activity with a governmental or self-regulatory agency or entity, such Employer Director shall inform such agency or entity that the enforcement information such Employer Director is providing is confidential and, provided further that no Employer Director is permitted to reveal any information that is protected by the attorney-client privilege or defense of any claim, legal proceeding or investigation involving Executive or the Company or any of their respective Affiliates; or (iii) providing information to any future employer or prospective employer of Executive regarding Executive’s obligations under this Agreement attorney-work product protection or any other agreement privilege belonging to which Executive is a party. Nothing herein prevents disclosure, in the sole discretion of the Company and its employees, of this Agreement, or discussion of Executive’s employment with, and separation of employment from, the Company, by and among employees and other agents of Company with a business need to know such information. The restrictions of this Section 5.11 shall apply to, but are not limited to, communication via the Internet, any intranet, or other electronic means, such as social media web sites, electronic bulletin boards, blogs, email messages, text messages or any other electronic message. The restrictions of this Section 5.11 shall not be construed to prohibit or limit Executive, Company or any other Person from testifying truthfully in any proceeding, arbitration or governmental investigationEmployee.
Appears in 1 contract
Samples: Resignation Agreement and General Release (Energy XXI Gulf Coast, Inc.)
Non-Disparagement. Executive agrees that during (a) During Executive's employment with the Employment Period Company and at all times thereafter, Executive will agrees not make to make, publish or communicate at any statementtime to any person or entity, nor imply any meaning through Executive’s action or inactionincluding, if such statement or implication would be adverse to but not limited to, customers, clients and investors of the interests of 3D SystemsCompany, its customers Affiliates, or its vendors any entity affiliated with Xxxxxx X. Xxxxxxx or may reasonably cause any of his family members, any Disparaging (defined below) remarks, comments or statements concerning the foregoing embarrassment Company its Affiliates, any entity affiliated with Xxxxxx X. Xxxxxxx or humiliation; nor will Executive otherwise cause or contribute to any of the foregoing being held in disrepute by the public or any other 3D Systems customer(s)his family members, vendor(s) or employee(s). Company agrees to instruct its officers, directors and agents speaking regarding Executive with the prior knowledge and the express approval of an executive officer or director of the Company not to disparage Executive to future employers of the Executive or others; provided, however, that nothing contained in this Section 5.11 will restrict or impede Company from (i) complying with any applicable law, legal process, regulation or stock exchange requirement, including disclosure obligations under securities laws and regulations, or a valid order of a court of competent jurisdiction or an authorized government agency or entity; (ii) making any statement required or reasonably desirable in connection with the enforcement or defense of any claim, legal proceeding or investigation involving Executive or the Company or any of their respective Affiliatespresent and former members, partners, directors, officers, employees or agents.
(b) In the event (i) Executive's employment terminates for any reason and (ii) Executive provides the Company with an irrevocable waiver and general release in favor of the Released Parties as set forth above in Section 5(c) that has become effective and irrevocable in accordance with its terms, the Company agrees that the CEO, the President and the Board shall not make, publish, or communicate at any time to any person or entity any Disparaging (defined below) remarks, comments or statements concerning Executive, except nothing herein shall prevent the Company from making truthful statements regarding Executive's termination as required or, in the discretion of the Board, deemed advisable to be made in the Company's public filings.
(c) For the purposes of this Section 11, “Disparaging” remarks, comments or statements are those that impugn the character, honesty, integrity, morality, business acumen or abilities of the individual or entity being disparaged.
(d) Notwithstanding the foregoing, this Section 11 does not apply to (i) any truthful testimony, pleading, or sworn statements in any legal proceeding; (ii) attorney-client communications; or (iii) providing information to any future employer communications with a government or prospective employer of Executive regarding Executive’s obligations under this Agreement or any other agreement to which Executive is a party. Nothing herein prevents disclosure, in the sole discretion of the Company and its employees, of this Agreement, or discussion of Executive’s employment withregulatory agency, and separation of employment fromfurther, the Company, by and among employees and other agents of Company with a business need to know such information. The restrictions of this Section 5.11 shall apply to, but are not limited to, communication via the Internet, any intranet, or other electronic means, such as social media web sites, electronic bulletin boards, blogs, email messages, text messages or any other electronic message. The restrictions of this Section 5.11 it shall not be construed to prohibit prevent Executive from filing a charge with the Equal Employment Opportunity Commission or limit Executive, Company a comparable state or any other Person from testifying truthfully in any proceeding, arbitration or governmental investigationlocal agency.
Appears in 1 contract
Non-Disparagement. Executive agrees that during for a period of twelve (12) months immediately following the Employment Period and at all times thereafterActual Termination Date, Executive will not make refrain from making any statement, nor imply any meaning through Executive’s action derogatory or inaction, if such statement or implication would be adverse to disparaging statements about the interests of 3D SystemsCompany, its customers board of directors, officers, management, practices, procedures, or its vendors or may reasonably cause any of the foregoing embarrassment or humiliation; nor will Executive otherwise cause or contribute business operations to any person or entity. For a period of twelve (12) months immediately following the foregoing being held Actual Termination Date, the Company (in disrepute by the its formal public or any other 3D Systems customer(sstatements), vendor(s) or employee(s). Company agrees to instruct its officers, directors and agents speaking regarding Executive with the prior knowledge and the express approval of an Company’s executive officer officers and directors will refrain from making any derogatory or director of the Company not to disparage disparaging statements about Executive to future employers of the Executive any person or others; provided, however, that nothing contained entity. Nothing in this Section 5.11 will restrict or impede Company from (i) complying with any applicable law, legal process, regulation or stock exchange requirement, including disclosure obligations under securities laws and regulations, or a valid order of a court of competent jurisdiction or an authorized government agency or entity; (ii) making any statement required or reasonably desirable in connection with the enforcement or defense of any claim, legal proceeding or investigation involving paragraph shall prohibit Executive or the Company from providing truthful information in response to a subpoena or any of their respective Affiliates; other legal or (iii) providing information regulatory process. The foregoing requirement under this Section 8 will not apply to any future employer statements (i) that Executive makes any derogatory or prospective employer of disparaging statements made by the Company (in its formal public statements), its executive officers and/or its directors regarding Executive regarding or Executive’s obligations under this Agreement or any other agreement to which Executive is a party. Nothing herein prevents disclosureperformance as an employee of the Company so long as Executive’s statements are, in the sole discretion reasonable, good faith judgment of Executive, true and extend no further than addressing such statements by the Company, and (ii) that the Company (in its formal public statements), its executive officers and/or its directors make any derogatory or disparaging statements made by Executive so long as the Company’s, its executive officers’ and/or its directors’ statements are, in the reasonable, good faith judgment of the person making the statement, true and extend no further than addressing such statements by the Company. Executive will be afforded his typical role in the Company’s public announcements and filings with respect to this Agreement but the Board of Directors of the Company will retain final authority over such announcements and its employees, of this Agreement, or discussion of Executive’s employment with, and separation of employment from, the Company, by and among employees and other agents of Company with a business need to know such information. The restrictions of this Section 5.11 shall apply to, but are not limited to, communication via the Internet, any intranet, or other electronic means, such as social media web sites, electronic bulletin boards, blogs, email messages, text messages or any other electronic message. The restrictions of this Section 5.11 shall not be construed to prohibit or limit Executive, Company or any other Person from testifying truthfully in any proceeding, arbitration or governmental investigationfilings.
Appears in 1 contract
Samples: Transitional Employment Agreement (Meru Networks Inc)
Non-Disparagement. Executive agrees that during the Employment Period and at all times thereafter, Executive will not make any statement, nor imply any meaning through Executive’s action or inaction, if such statement or implication would be adverse to the interests of 3D Systems, its customers or its vendors or may reasonably cause any of the foregoing embarrassment or humiliation; nor will Executive otherwise cause or contribute to any of the foregoing being held in disrepute (a) Except as required by the public or any other 3D Systems customer(s), vendor(s) or employee(s). Company agrees to instruct its officers, directors and agents speaking regarding Executive with the prior knowledge and the express approval of an executive officer or director of the Company not to disparage Executive to future employers of the Executive or others; provided, however, that nothing contained in this Section 5.11 will restrict or impede Company from (i) complying with any applicable law, legal process, rule or regulation or stock exchange requirementany recognized subpoena power, including disclosure obligations under securities laws Executive agrees that, during and regulationsafter the Employment Period, he shall not at any time make any statement or representation, written or oral, which Executive knows or should know will, or a valid order which he knows or should know is reasonably likely to, impair or adversely affect in any way the reputation, goodwill, business, customer or supplier relationships, or public relations of a court the Employer and/or any of competent jurisdiction or an authorized government agency or entity; (ii) making any statement required or reasonably desirable in connection with the enforcement or defense of any claimits Affiliates, legal proceeding or investigation involving Executive or the Company or and/or any of their respective Affiliates; shareholders, owners, customer, suppliers, directors, employees or officers. In the event that Executive becomes legally compelled (iiiby oral questions, interrogatories, request for information or documents, subpoena, criminal or civil investigative demand or similar process) providing information to make any future employer such statements or prospective employer of representations, then prior thereto, Executive regarding will provide the Employer with prompt written notice so that the Employer may seek (with Executive’s obligations under this Agreement reasonable cooperation) a protective order or any other agreement to which Executive is a party. Nothing herein prevents disclosure, in appropriate remedy and/or waive compliance with the sole discretion of the Company and its employees, provisions of this Agreement. In the event that such protective order or other remedy is not obtained, then Executive will only make such statements or representations which he is advised by counsel is legally required, and will cooperate with the Employer in the Employer’s efforts to obtain reliable assurance that confidential treatment will be accorded to any such statements or representations.
(b) Except as required by applicable law, rule or regulation or any recognized subpoena power, Employer agrees that, after the Employment Period, no officer of Employer shall make any statements or communications about or related to Executive which Employer knows or should know are negative or disparaging, whether written or oral, regarding Executive and which Employer knows or should know will, or discussion which he knows or should know is reasonably likely to, impair or adversely affect in any way the reputation, goodwill, business, customer or supplier relationships, or public relations of the Executive. In the event that Employer becomes legally compelled (by oral questions, interrogatories, request for information or documents, subpoena, criminal or civil investigative demand or similar process) to make any such statements or communications, then prior thereto, Employer will provide the Executive with prompt written notice so that the Executive may seek (with Employer’s reasonable cooperation) a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. In the event that such protective order or other remedy is not obtained, then Employer will only make such statements or communications which it is advised by counsel is legally required, and will cooperate with the Executive in the Executive’s employment with, and separation of employment from, the Company, by and among employees and other agents of Company with a business need efforts to know obtain reliable assurance that confidential treatment will be accorded to any such information. The restrictions of this Section 5.11 shall apply to, but are not limited to, communication via the Internet, any intranet, statements or other electronic means, such as social media web sites, electronic bulletin boards, blogs, email messages, text messages or any other electronic message. The restrictions of this Section 5.11 shall not be construed to prohibit or limit Executive, Company or any other Person from testifying truthfully in any proceeding, arbitration or governmental investigationcommunications.
Appears in 1 contract
Samples: Merger Agreement (JetPay Corp)
Non-Disparagement. Executive (a) The undersigned agrees that during the Employment Period and at all times thereaftershe will not, Executive will not directly or indirectly, disparage or criticize any Company Released Party or make any statement, nor imply statement that is intended to or would reasonably be expected to damage the business or reputation of any meaning through Executive’s action or inaction, if such statement or implication would Company Released Party. Nothing in this Section 5(a) shall be adverse interpreted to preclude the interests of 3D Systems, its customers or its vendors or may reasonably cause undersigned from making any of truthful statements about the foregoing embarrassment or humiliation; nor will Executive otherwise cause or contribute to any of the foregoing being held in disrepute by the public Company Group or any other 3D Systems customer(s), vendor(s) or employee(s). Company agrees to instruct its officers, directors and agents speaking regarding Executive with the prior knowledge and the express approval of an executive officer or director of the Company not to disparage Executive to future employers of the Executive or others; provided, however, that nothing contained Released Party in this Section 5.11 will restrict or impede Company from (i) complying with any applicable law, litigation or other legal process, regulation required governmental testimony or stock exchange requirement, including disclosure obligations under securities laws and regulationsfilings, or a valid order administrative or arbitral proceedings (including, without limitation, depositions in connection with such proceedings) and regardless of a court of competent jurisdiction or an authorized government agency or entity; whether between the Parties, (ii) making any statement to the extent required or reasonably desirable necessary by applicable law or regulation (including pursuant to SEC rules) or (iii) in connection with the enforcement or defense of any claim, legal proceeding or investigation involving Executive or response to a disparaging statement by the Company or any of their respective Affiliatesits executive officers or directors.
(b) The Company agrees that it will not, directly or indirectly, disparage or criticize the undersigned or make any statement that is intended to or would reasonably be expected to damage the undersigned’s business or reputation; provided that it shall not be a violation of this Section 5(b) for the Company (or any of its executive officers or directors) to make reasonable, customary or other appropriate remarks as to the performance of the Company Group with respect to periods that include the period of the undersigned’s employment. Nothing in this Section 5(b) shall be interpreted to preclude the Company Group (including its officers and directors) from making any truthful statements about the undersigned (i) in litigation or other legal process, required governmental testimony or filings, or administrative or arbitral proceedings (including, without limitation, depositions in connection with such proceedings) and regardless of whether between the Parties, (ii) to the extent required or necessary by applicable law or regulation (including pursuant to SEC rules) or (iii) providing information in response to any future employer or prospective employer of Executive regarding Executive’s a disparaging statement made by the undersigned. The Company will use reasonable efforts to cause its officers and directors to comply with its obligations under this Agreement or any other agreement to which Executive is a party. Nothing herein prevents disclosure, in the sole discretion of the Company and its employees, of this Agreement, or discussion of Executive’s employment with, and separation of employment from, the Company, by and among employees and other agents of Company with a business need to know such information. The restrictions of this Section 5.11 shall apply to, but are not limited to, communication via the Internet, any intranet, or other electronic means, such as social media web sites, electronic bulletin boards, blogs, email messages, text messages or any other electronic message. The restrictions of this Section 5.11 shall not be construed to prohibit or limit Executive, Company or any other Person from testifying truthfully in any proceeding, arbitration or governmental investigation5(b).
Appears in 1 contract
Non-Disparagement. Executive You agree that you will make no written or oral statements that directly or indirectly disparage the Company, any Affiliate or any of its officers or directors in any manner whatsoever, including but not limited to the working conditions or employment practices of the Company. This covenant is in addition to, and not in lieu of, any other non-disparagement obligation that you have to the Company. The Company agrees that during it will direct its executive officers and directors not to make written or oral statements that directly or indirectly disparage you in any manner whatsoever, including but not limited to your performance or work on behalf of Xxxxxx Group. You and the Employment Period Company agree that you and at all times thereafter, Executive it will not make directly or indirectly contact the press or media, any statementfederal, nor imply any meaning through Executivestate, local or foreign governmental agency, the Company’s action or inactionemployees, if such statement or implication would be adverse to the interests of 3D Systems, its customers or its vendors or may reasonably cause any of the foregoing embarrassment or humiliation; nor will Executive otherwise cause or contribute to any of the foregoing being held in disrepute by the public or any other 3D Systems customer(s), vendor(s) or employee(s). Company agrees to instruct its officers, directors and agents speaking regarding Executive with the prior knowledge and the express approval of an executive officer or director of the Company not to disparage Executive to future employers of the Executive or others; provided, however, any entity that nothing contained in this Section 5.11 will restrict or impede Company from (i) complying with any applicable law, legal process, regulation or stock exchange requirement, including disclosure obligations under securities laws and regulations, or has a valid order of a court of competent jurisdiction or an authorized government agency or entity; (ii) making any statement required or reasonably desirable in connection business relationship with the enforcement Company, for the purpose of disparaging you, the good morale or defense business reputation or business practices of any claim, legal proceeding or investigation involving Executive or the Company or any of their respective Affiliates; the Company’s current or (iii) providing information to any future employer former officers, directors, managers, employees or prospective employer agents. It will not be a violation of Executive regarding Executive’s the parties’ obligations under this Agreement paragraph to make truthful statements, under oath, as required by law or formal legal process. Notwithstanding any other agreement to which Executive is a party. Nothing herein prevents disclosure, in the sole discretion of the Company and its employees, provision of this Agreement, or discussion of Executive’s employment with, and separation of employment from, Agreement to the Company, by and among employees and other agents of Company with a business need to know such information. The restrictions of this Section 5.11 shall apply tocontrary including, but are not limited to, communication via the Internetobligations set forth in the Xxxxx X. Xxxxxx June 14, 2011 paragraphs entitled, “Confidentiality”, “Cooperation” and “Non-disparagement” hereof, you or the Company may provide any truthful and accurate information to, and cooperate with, any intranetfederal, state, local or other electronic meansforeign governmental agency or entity. You represent and agree that you are unaware of any facts that you believe may constitute a violation of the Company’s Code of Conduct and/or its legal obligations. If asked about your employment with or separation from Xxxxxx Group, such the Company agrees that it will describe and direct its executive officers and directors to describe your tenure consistent with the statement attached hereto as social media web sites, electronic bulletin boards, blogs, email messages, text messages or any other electronic message. The restrictions of this Section 5.11 shall not be construed to prohibit or limit Executive, Company or any other Person from testifying truthfully in any proceeding, arbitration or governmental investigation.Exhibit C.
Appears in 1 contract
Samples: Transition and Separation Agreement (Barnes Group Inc)
Non-Disparagement. (i) The Executive agrees that during the Employment Period and at all times thereafternot to defame, Executive will not or make any statementfalse or disparaging statements about the Company and/or its Affiliates, nor imply or any meaning through Executive’s of their respective products, services, finances, financial condition, capabilities or other aspect of or any of their respective businesses, in any medium to any person or entity; or otherwise, to take any action that primarily is designed to have the effect of discouraging any employee, lessor, licensor, customer, supplier, or inaction, if other business associate of the Company from maintaining its business relationships with the Company and/or its Affiliates (any such statement or implication would act a “Prohibited Statement” or “Prohibited Action”). Executive shall be adverse permitted to issue press releases, make statements to the interests of 3D Systemspress, its customers give guidance to the market or its vendors make statements to regulators, governmental agencies, legislators or may reasonably cause any of other governmental officials; or otherwise to take such actions necessary in connection with Executive's duties and responsibilities under this Agreement, without such statements or actions being considered a Prohibited Statement or Prohibited Action under the foregoing embarrassment or humiliation; nor will Executive otherwise cause or contribute to any of the foregoing being held in disrepute by the public or any other 3D Systems customer(s), vendor(s) or employee(s). Company agrees to instruct its officers, directors and agents speaking regarding Executive with the prior knowledge and the express approval of an executive officer or director of the Company not to disparage Executive to future employers of the Executive or others; provided, however, that nothing contained in this Section 5.11 will restrict or impede Company from (i) complying with any applicable law, legal process, regulation or stock exchange requirement, including disclosure obligations under securities laws and regulations, or a valid order of a court of competent jurisdiction or an authorized government agency or entity; Agreement.
(ii) making The Company hereby agrees that Company and its officers shall not defame, or make any statement false or disparaging statements in any medium to any person or entity about Executive.
(iii) Notwithstanding any provision of this Section 6(b) to the contrary, (A) both Executive and the Company (including the Board and its executive officers) may (1) confer in confidence with their legal representatives and make truthful statements as required by law and (2) make private statements to any officer, director or reasonably desirable in connection with the enforcement or defense employee of any claim, legal proceeding or investigation involving Executive or the Company or any of their respective Affiliatesits affiliates; and (B) nothing herein shall prevent any person from (1) responding publicly to incorrect, disparaging or derogatory public statements to the extent reasonably necessary to correct or refute such public statement or (iii2) providing information making any truthful statement to the extent (x) necessary with respect to any future employer litigation, arbitration or prospective employer of Executive regarding Executive’s obligations under mediation involving this Agreement (or any Exhibit or Schedule hereto) or any other agreement among or between any party hereto or (y) required by law or by any court, arbitrator, mediator or administrative or legislative body (including any committee thereof) with actual or apparent jurisdiction to which Executive is a party. Nothing herein prevents disclosure, in the sole discretion of the Company and its employees, of order such person to disclose or make accessible such information.
(iv) By signing this Agreement, or discussion the parties agree and acknowledge that they each are making, after the opportunity to confer with counsel, a knowing, voluntary and intelligent waiver of Executive’s employment withrights either may have to make disparaging comments regarding the other party (and, as applicable affiliates thereof), including rights under the First Amendment to the United States Constitution and separation of employment from, the Company, by and among employees and other agents of Company with a business need to know such information. The restrictions of this Section 5.11 shall apply to, but are not limited to, communication via the Internet, any intranet, or other electronic means, such as social media web sites, electronic bulletin boards, blogs, email messages, text messages or any other electronic message. The restrictions of this Section 5.11 shall not be construed to prohibit or limit Executive, Company or any other Person from testifying truthfully in any proceeding, arbitration or governmental investigationapplicable federal and state constitutional rights.
Appears in 1 contract
Samples: Employment Agreement (Energy Future Holdings Corp /TX/)
Non-Disparagement. Executive covenants and agrees that he will not at any time—whether directly, indirectly, or through any entity in which Executive is an officer, director, member, partner, employee, consultant, or shareholder—make any communication, verbally or written, that disparages, defames, criticizes, or otherwise reflects adversely upon Humacyte, Humacyte’s businesses, processes, services, methods of doing business, strategic decisions, or products, or any of Humacyte’s past, present, or future officers, directors, employees, Board members, consultants, successors, affiliates, parents, investors, customers, business partners, constituents, or trustees. In addition, Executive agrees that during the Employment Period and at all times thereafter, Executive will not make to take any statement, nor imply any meaning other action (whether through Executive’s action statements, communications, or inactionconduct) that is intended to, if such statement or implication that could reasonably be expected to, adversely affect the competitive standing or reputation of Humacyte, any of Humacyte’s products, or any of Humacyte’s directors, officers, Board members, agents, or employees. By way of example and without limitation, Executive understands and agrees that any statements, communications, or conduct that disparages or intends to disparage Humacyte’s products, clinical trials, strategic decisions, or leadership team is prohibited under this section. Executive understands and agrees that any violation of this section would be adverse constitute a material breach of this Agreement and would irreparably harm Humacyte. Accordingly, any violation by Executive of this section at any time will result in the immediate forfeiture of his entitlement to payments under Section 1 and the immediate expiration of the stock options subject to the interests Option Agreements, notwithstanding the extension provided for under Section 2 of 3D Systemsthis Agreement. However, its customers or its vendors or may reasonably cause any of the foregoing embarrassment or humiliation; nor will Executive otherwise cause or contribute to any of the foregoing being held in disrepute by the public or any other 3D Systems customer(s), vendor(s) or employee(s). Company agrees to instruct its officers, directors and agents speaking regarding Executive with the prior knowledge and the express approval of an executive officer or director of the Company not to disparage Executive to future employers of the Executive or others; provided, however, that nothing contained in this Section 5.11 will Agreement restricts or impedes, or shall be deemed to restrict or impede Company impede, Executive from (i) exercising protected rights, to the extent that such rights cannot be waived by agreement, (ii) providing truthful testimony or information pursuant to subpoena, court order, or similar legal process, (iii) providing truthful information to any government agency or body, or (iv) complying with any applicable law, legal process, regulation or stock exchange requirement, including disclosure obligations under securities laws and regulationsregulation, or order, provided that such compliance does not exceed that required by the law, regulation, or order. To the extent not prohibited by law, Executive shall promptly provide written notice of any such order requiring his compliance to Humacyte’s CEO, Xxxxx Xxxxxxxx. Humacyte agrees that it will instruct its executive leadership team and members of its Board of Directors not to make any communication, verbally or written, that disparages, criticizes, or otherwise reflects adversely upon Executive or Executive’s performance as a valid order of a court of competent jurisdiction Board member or an authorized employee of Humacyte; provided that Executive understands and agrees that any disclosure by Humacyte to any government agency or entity; (ii) making any statement required or reasonably desirable in connection with the enforcement or defense of any claim, legal proceeding or investigation involving Executive or the Company or any of their respective Affiliates; or (iii) providing information pursuant to any future employer applicable law, regulation, or prospective employer of Executive regarding Executive’s obligations under this Agreement or any other agreement to which Executive is order shall not constitute a party. Nothing herein prevents disclosure, in the sole discretion of the Company and its employees, violation of this Agreement, or discussion of Executive’s employment with, and separation of employment from, the Company, by and among employees and other agents of Company with a business need to know such information. The restrictions of this Section 5.11 shall apply to, but are not limited to, communication via the Internet, any intranet, or other electronic means, such as social media web sites, electronic bulletin boards, blogs, email messages, text messages or any other electronic message. The restrictions of this Section 5.11 shall not be construed to prohibit or limit Executive, Company or any other Person from testifying truthfully in any proceeding, arbitration or governmental investigationsection.
Appears in 1 contract
Samples: Executive Separation and Release Agreement (Humacyte, Inc.)
Non-Disparagement. Executive agrees that during (i) Throughout Executive’s employment with the Employment Period Company and at all times for one year thereafter, outside the ordinary course of business on behalf of GrafTech and its subsidiaries, Executive will not make or issue, or procure any statementperson, nor imply firm, or entity to make or issue, any meaning through Executive’s action statement in any form, including written, oral and electronic communications of any kind, which conveys negative or inaction, if such statement or implication would be adverse to information concerning the interests of 3D Systems, its customers Company or its vendors subsidiaries or may reasonably cause any of the foregoing embarrassment or humiliation; nor will Executive otherwise cause or contribute to any of the foregoing being held in disrepute by the public or any other 3D Systems customer(s)affiliates, vendor(s) or employee(s). Company agrees to instruct its officers, directors and agents speaking regarding Executive with the prior knowledge and the express approval of an executive officer or director of the Company not to disparage Executive to future employers of the Executive or others; provided, however, that nothing contained in this Section 5.11 will restrict or impede Company from (i) complying with any applicable law, legal process, regulation or stock exchange requirement, including disclosure obligations under securities laws and regulations, or a valid order of a court of competent jurisdiction or an authorized government agency or entity; (ii) making any statement required or reasonably desirable in connection with the enforcement or defense of any claim, legal proceeding or investigation involving Executive or the Company or any of their legal predecessors, successors, assigns, parents, subsidiaries, divisions or other affiliates, or any of the foregoing’s respective Affiliates; past, present or future directors, officers, employees or representatives (collectively, the “Non-Disparagement Parties”), or any Non-Disparagement Party’s business, or its actions, to any person or entity, regardless of the truth or falsity of such statement.
(ii) Throughout Executive’s employment with the Company and for one year thereafter, the Company will reasonably direct the executive officers and directors of GrafTech and its subsidiaries not to make or issue, or procure any person, firm, or entity to make or issue, any statement in any form, including written, oral and electronic communications of any kind, which conveys negative or adverse information concerning Executive or any of Executive’s legal successors, assigns, or other affiliates, or any of the foregoing’s respective past, present or future directors, officers, employees or representatives (collectively, the “Executive Non-Disparagement Parties”), or any Executive Non-Disparagement Party’s business, or its actions, to any person or entity, regardless of the truth or falsity of such statement.
(iii) providing This Section 8(l) does not apply to truthful testimony or disclosure compelled or required by applicable law or legal process. Notwithstanding anything in this Agreement to the contrary, nothing prevents Executive from providing, without prior notice to GrafTech, information to any future employer governmental authorities regarding possible legal violations or prospective employer of Executive regarding Executive’s obligations under this Agreement otherwise testifying or any other agreement to which Executive is a party. Nothing herein prevents disclosure, in the sole discretion of the Company and its employees, of this Agreement, or discussion of Executive’s employment with, and separation of employment from, the Company, by and among employees and other agents of Company with a business need to know such information. The restrictions of this Section 5.11 shall apply to, but are not limited to, communication via the Internet, any intranet, or other electronic means, such as social media web sites, electronic bulletin boards, blogs, email messages, text messages or any other electronic message. The restrictions of this Section 5.11 shall not be construed to prohibit or limit Executive, Company or any other Person from testifying truthfully participating in any proceedinginvestigation or proceeding by any governmental authorities regarding possible legal violations (including engaging in any activities protected under the whistleblower statutes administered by any government agency (e.g., arbitration or governmental investigationEEOC, NLRB, SEC, etc.)). GrafTech nonetheless asserts and does not waive its attorney-client privilege over any information appropriately protected by privilege.
Appears in 1 contract
Non-Disparagement. Executive agrees that during the Employment Period and at all times thereafter, Executive will not make any statement, nor imply any meaning through Executive’s action or inaction, if such statement or implication would be adverse to the interests of 3D Systems, its customers or its vendors or may reasonably cause any of the foregoing embarrassment or humiliation; nor will Executive otherwise cause or contribute to any of the foregoing being held in disrepute by the public or any other 3D Systems customer(s), vendor(s) or employee(s). Company agrees to instruct its officers, directors and agents speaking regarding Executive with the prior knowledge and the express approval of an executive officer or director of the Company not to disparage Executive to future employers of the Executive or others; provided, however, that nothing contained in this Section 5.11 will restrict or impede Company from Companyfrom (i) complying with any applicable law, legal process, regulation or stock exchange requirement, including disclosure obligations under securities laws and regulations, or a valid order of a court of competent jurisdiction or an authorized government agency or entity; (ii) making any statement required or reasonably desirable in connection with the enforcement or defense of any claim, legal proceeding or investigation involving Executive or the Company or any of their respective Affiliates; or (iii) providing information to any future employer or prospective employer of Executive regarding Executive’s obligations under this Agreement or any other agreement to which Executive is a party. Nothing herein prevents disclosure, in the sole discretion of the Company and its employees, of this Agreement, or discussion of Executive’s employment with, and separation of employment from, the Company, by and among employees and other agents of Company with a business need to know such information. The restrictions of this Section 5.11 shall apply to, but are not limited to, communication via the Internet, any intranet, or other electronic means, such as social media web sites, electronic bulletin boards, blogs, email messages, text messages or any other electronic message. The restrictions of this Section 5.11 shall not be construed to prohibit or limit Executive, Company or any other Person from testifying truthfully in any proceeding, arbitration or governmental investigation.
Appears in 1 contract
Non-Disparagement. Executive agrees that during the Employment Period and at all times thereafter, Executive will not make any statement, nor imply any meaning through Executive’s action or inaction, if such statement or implication would be adverse to the interests of 3D Systems, its customers or its vendors or may reasonably cause any of the foregoing embarrassment or humiliation; nor will Executive otherwise cause or contribute to any of the foregoing being held in disrepute by the public or any other 3D Systems customer(s), vendor(s) or employee(s). Company agrees to instruct its officers, directors and agents speaking regarding Executive with the prior knowledge and the express approval of an executive officer or director of the Company not to disparage Executive to future employers of the Executive or others; provided, however, that nothing contained in this Section 5.11 6.11 will restrict or impede Company from (i) complying with any applicable law, legal process, regulation or stock exchange requirement, including disclosure obligations under securities laws and regulations, or a valid order of a court of competent jurisdiction or an authorized government agency or entity; (ii) making any statement required or reasonably desirable in connection with the enforcement or defense of any claim, legal proceeding or investigation involving Executive or the Company or any of their respective Affiliates; or (iii) providing information to any future employer or prospective employer of Executive regarding Executive’s obligations under this Agreement or any other agreement to which Executive is a party. Nothing herein prevents disclosure, in the sole discretion of the Company and its employees, of this Agreement, or discussion of Executive’s employment with, and separation of employment from, the Company, by and among employees and other agents of Company with a business need to know such information. The restrictions of this Section 5.11 6.11 shall apply to, but are not limited to, communication via the Internet, any intranet, or other electronic means, such as social media web sites, electronic bulletin boards, blogs, email messages, text messages or any other electronic message. The restrictions of this Section 5.11 6.11 shall not be construed to prohibit or limit Executive, Company or any other Person from testifying truthfully in any proceeding, arbitration or governmental investigation.
Appears in 1 contract
Non-Disparagement. (a) Except as required by applicable law, rule or regulation or any recognized subpoena power, the Executive agrees that that, during and after the Employment Period and Term, he shall not at all times thereafter, Executive will not any time make any statement, nor imply any meaning through Executive’s action or inaction, if such statement or implication would be adverse to representation, written or oral, which the interests of 3D SystemsExecutive knows or should know will, its customers or its vendors which he knows or may should know is reasonably cause likely to, impair or adversely affect in any of way the foregoing embarrassment reputation, goodwill, business, customer or humiliation; nor will Executive otherwise cause supplier relationships, or contribute to any of the foregoing being held in disrepute by the public or any other 3D Systems customer(s), vendor(s) or employee(s). Company agrees to instruct its officers, directors and agents speaking regarding Executive with the prior knowledge and the express approval of an executive officer or director relations of the Company not to disparage Executive to future employers and/or any of its Affiliates (as defined below), and/or any of their respective shareholders, owners, customer, suppliers, directors, employees or officers. In the event that the Executive becomes legally compelled (by oral questions, interrogatories, request for information or others; provideddocuments, howeversubpoena, criminal or civil investigative demand or similar process) to make any such statements or representations, then prior thereto, the Executive will provide the Company with prompt written notice so that nothing contained the Company may seek (with the Executive’s reasonable cooperation) a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. In the event that such protective order or other remedy is not obtained, then the Executive will only make such statements or representations which he is advised by counsel is legally required, and will cooperate with the Company in the Company’s efforts to obtain reliable assurance that confidential treatment will be accorded to any such statements or representations. Notwithstanding the foregoing, the limitations in this Section 5.11 will restrict 4.6 shall not be violated by truthful statements made by the Executive (a) to any governmental authority or impede Company from (ib) complying with any applicable law, which are in response to legal process, regulation or stock exchange requirement, including disclosure obligations under securities laws and regulationsprocess (subject to the procedures described above), or a valid order of a court of competent jurisdiction or an authorized government agency or entity; (ii) making any statement required or reasonably desirable in connection with the enforcement required governmental testimony or defense filings, or administrative or arbitral proceedings (including, without limitation, depositions in connection with such proceedings). For purpose of this Section 4.6, “Affiliate” shall mean any claimPerson that controls, legal proceeding is controlled by or investigation involving Executive or is under common control with the Company or any Affiliate of their respective Affiliates; the Company.
(b) Except as required by applicable law, rule or (iii) providing information to any future employer or prospective employer of Executive regarding Executive’s obligations under this Agreement regulation or any other agreement to which Executive is a party. Nothing herein prevents disclosurerecognized subpoena power, in the sole discretion Company agrees that, after the Term, no officer of the Company shall make any statements or communications about or related to the Executive which the Company knows or should know are negative or disparaging, whether written or oral, regarding Executive and its employeeswhich the Company knows or should know will, or which he knows or should know is reasonably likely to, impair or adversely affect in any way the reputation, goodwill, business, customer or supplier relationships, or public relations of the Executive. In the event that the Company becomes legally compelled (by oral questions, interrogatories, request for information or documents, subpoena, criminal or civil investigative demand or similar process) to make any such statements or communications, then prior thereto, the Company will provide the Executive with prompt written notice so that the Executive may seek (with the Company’s reasonable cooperation) a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. In the event that such protective order or other remedy is not obtained, then will only make such statements or discussion of communications which it is advised by counsel is legally required, and will cooperate with the Executive in the Executive’s employment with, and separation of employment fromefforts to obtain reliable assurance that confidential treatment will be accorded to any such statements or communications. Notwithstanding the foregoing, the Company, by and among employees and other agents of Company with a business need to know such information. The restrictions of limitations in this Section 5.11 shall apply to, but are not limited to, communication via the Internet, any intranet, or other electronic means, such as social media web sites, electronic bulletin boards, blogs, email messages, text messages or any other electronic message. The restrictions of this Section 5.11 4.6 shall not be construed violated by truthful statements made by the Company (a) to prohibit any governmental authority or limit Executive(b) which are in response to legal process (subject to the procedures described above), Company or any other Person from testifying truthfully in any proceedingconnection with required governmental testimony or filings, arbitration or governmental investigationadministrative or arbitral proceedings (including, without limitation, depositions in connection with such proceedings).
Appears in 1 contract
Samples: Employment Agreement (JetPay Corp)
Non-Disparagement. The Executive understands and agrees that during as a condition for payment to him of the Employment Period and at all times thereafterSeparation Benefits herein described, Executive will he shall not directly or indirectly, make any statementfalse, nor imply disparaging, derogatory or defamatory statements, whether written or verbal, to any meaning through Executive’s action person or inactionentity, if such statement including, but not limited to, any media outlet, industry group or implication would be adverse to financial institution, regarding any current or former officer, director, employee, consultant or customer of the interests of 3D SystemsBank, its customers or its vendors regarding the Bank or may reasonably cause any of the foregoing embarrassment other Released Parties, or humiliation; nor regarding the Bank’s business affairs, business prospects, or financial condition. The preceding obligation shall not apply to communications (i) with government regulators, auditors or officials, (ii) with counsel, and (iii) a statement under oath or a disclosure under law or as part of a legal proceeding. The Bank will Executive otherwise cause or contribute to any of the foregoing being held in disrepute by the public or any other 3D Systems customer(s), vendor(s) or employee(s). Company agrees to instruct direct its officers, officers and directors and agents speaking regarding Executive with the prior knowledge and the express approval of an executive officer or director of the Company not to disparage Executive to future employers of make any false, disparaging, derogatory or defamatory statement concerning the Executive or others; providedExecutive’s performance, however, that nothing contained in this Section 5.11 will restrict whether written or impede Company from (i) complying with any applicable law, legal process, regulation or stock exchange requirementverbal, including disclosure obligations under securities laws and regulations, or a valid order of a court of competent jurisdiction or an authorized government agency or entity; (ii) making any statement required or reasonably desirable in connection with the enforcement or defense of any claim, legal proceeding or investigation involving Executive or the Company or any of their respective Affiliates; or (iii) providing information to any future employer media outlet or prospective employer of the Executive. This directive shall not apply to communications (i) with government regulators, auditors or officials, (ii) amongst directors, (iii) amongst officers, (iv) amongst directors and officers, (v) with counsel, and (vi) a statement under oath or a disclosure under law or as part of a legal proceeding. This paragraph is not intended to bar the Parties from giving testimony pursuant to a compulsory legal process pursuant to subpoena or court order. The Executive regarding Executive’s obligations under this Agreement however agrees to notify the General Counsel of the Bank promptly, but in no event later than two days after receipt by the Executive if practicable, in writing by facsimile, email, or by overnight mail of any other agreement such subpoena or court order or legal compulsion and to which allow the Bank five business days from receipt of notification by the Executive of the legal process in question to make objection or move to quash. The Executive agrees to provide all particulars needed for a timely objection, including a copy of any subpoena or court order. It is a party. Nothing herein prevents disclosureunderstood and agreed that, in the sole discretion event that the Executive is required to give testimony, the Bank is the holder of the Company attorney-client privilege and its employeeswork product protections, of this Agreementthat the Bank does not intend to waive, expressly or discussion of Executive’s employment withimpliedly, said privileges and protections, and separation that the Executive agrees to vigorously protect and resist disclosure of employment fromconfidential information, including but not limited to attorney-client privileged and work product protected information, unless otherwise ordered or required by a legal authority. Once any objection is lodged, the CompanyExecutive agrees that he will not disclose any information until such time as the objection is finally ruled upon, including by and among employees and other agents any court of Company with appeal, unless otherwise ordered or required to do so by a business need to know such information. The restrictions of this Section 5.11 shall apply to, but are not limited to, communication via the Internet, any intranet, or other electronic means, such as social media web sites, electronic bulletin boards, blogs, email messages, text messages or any other electronic message. The restrictions of this Section 5.11 shall not be construed to prohibit or limit Executive, Company or any other Person from testifying truthfully in any proceeding, arbitration or governmental investigationlegal authority.
Appears in 1 contract
Samples: Separation and Release Agreement (Federal Home Loan Bank of Dallas)
Non-Disparagement. Executive Employee agrees that during the Employment Period and at all times thereafter, Executive on a permanent basis Employee will not make any statementnegative, nor imply critical, disparaging, detrimental or derogatory comments (whether verbally or in writing) to anyone, including any meaning through Executive’s action employee or inactionthird party concerning the Company, if such statement or implication would be adverse any of its current and former officers, directors, shareholders, employees, representatives, attorneys and agents, as well as its predecessors, parents, subsidiaries, affiliates, divisions, and successors-in-interest. With respect to the interests Company, the foregoing includes, but is not limited to, the Company’s services, products, processes, policies, practices, standards of 3D Systemsbusiness conduct, its customers and areas or its vendors techniques of research and/or development and the actual or may reasonably cause any planned activities, the plans, processes or business practices of the foregoing embarrassment or humiliation; nor will Executive otherwise cause or contribute to any equity holders of the foregoing being held in disrepute by the public or any other 3D Systems customer(s), vendor(s) or employee(s). Company agrees to instruct its officers, directors and agents speaking regarding Executive with the prior knowledge and the express approval of an executive officer or director of the Company not to disparage Executive to future employers of the Executive or others; provided, however, that nothing contained in this Section 5.11 will restrict or impede Company from (i) complying with any applicable law, legal process, regulation or stock exchange requirement, including disclosure obligations under securities laws and regulations, or a valid order of a court of competent jurisdiction or an authorized government agency or entity; (ii) making any statement required or reasonably desirable in connection with the enforcement or defense of any claim, legal proceeding or investigation involving Executive or the Company or any Company Entities. The first sentence of their respective Affiliates; or (iii) providing information this Section 10 shall not apply to any future employer communication or prospective employer disclosure to the extent required to institute any proceedings to enforce the terms of Executive regarding Executive’s obligations under this Agreement or as otherwise expressly authorized and required by law or lawful process. Company will respond to any other agreement inquiries about Employee’s employment by providing only Employee’s dates of employment, job title, and, if authorized by Employee in writing, Employee’s last rate of pay. Employee will direct all such inquiries only to which Executive is Company’s People Operations Department. Employee agrees that Employee’s failure to comply with this non-disparagement provision shall be deemed a party. Nothing herein prevents disclosurematerial breach of this Agreement and shall entitle Company to immediately (a) stop providing the Advisory Services Period benefits set forth in Sections 1(a) and 1(c) including the Advisory Services Compensation, Insurance Benefit, and, if applicable, the Alternative Insurance Benefit, (b) seek recoupment of any amounts already paid to Employee, and (c) cancel the vesting of the Advisory Services Units, in the sole discretion of the Company and its employees, of this Agreement, or discussion of Executive’s employment with, and separation of employment from, the Company, by and among employees and other agents of Company with a business need addition to know such information. The restrictions of this Section 5.11 shall apply to, but are not limited to, communication via the Internet, any intranet, or other electronic means, such as social media web sites, electronic bulletin boards, blogs, email messages, text messages or any other electronic message. The restrictions of this Section 5.11 shall not be construed to prohibit or limit Executive, Company or any other Person from testifying truthfully in any proceeding, arbitration or governmental investigationrecovering damages for breach.
Appears in 1 contract
Non-Disparagement. Executive agrees to refrain from publishing or providing any oral or written statements about the Company or its subsidiaries or affiliates, or any of such entities’ officers, employees or directors that during are disparaging, slanderous, libelous, defamatory, injurious to their business or financial interests, or that disclose private or confidential information about their business affairs, or that constitute an intrusion into their private lives, or that give rise to unreasonable publicity about their private lives, or that place them in a false light before the Employment Period and at all times thereafterpublic, Executive will not make any statement, nor imply any meaning through or that constitute a misappropriation of their name or likeness. Subject to Executive’s action or inaction, if such statement or implication would be adverse continuing obligations to comply with the interests confidentiality covenants of 3D Systems, its customers or its vendors or may reasonably cause any of the foregoing embarrassment or humiliation; nor will Executive otherwise cause or contribute to any of the foregoing being held in disrepute by the public or any other 3D Systems customer(sSection 6(b), vendor(s) or employee(s). Company agrees to instruct its officers, directors and agents speaking regarding Executive with the prior knowledge and the express approval of an executive officer or director of the Company not to disparage Executive to future employers of the Executive or others; provided, however, that nothing contained in this Section 5.11 6 will restrict preclude Executive from responding truthfully to any legal process or impede Company from (i) complying with any applicable truthfully testifying in a legal or regulatory proceeding, provided that, to the extent permitted by law, legal processExecutive promptly informs the Company of any such obligation before participating in any such proceedings. The Company and its officers and directors will not publish or provide any oral or written statements about Executive that are disparaging, regulation slanderous, libelous or stock exchange requirement, including disclosure obligations under securities laws and regulationsdefamatory, or that disclose private or confidential information about Executive’s business or personal affairs, or that constitute an intrusion into Executive’s private life, or that give rise to unreasonable publicity about Executive’s private life, or that place Executive in a valid order false light before the public, or that constitute a misappropriation of a court of competent jurisdiction Executive’s name or an authorized government agency or entity; (ii) making any statement required or reasonably desirable in connection with the enforcement or defense of any claim, legal proceeding or investigation involving Executive or likeness. Nothing herein will preclude the Company or any of their respective Affiliates; its affiliates, employees, officers, directors, stockholders, members, principals or (iii) providing information assigns from responding truthfully to any future employer legal process or prospective employer of Executive regarding Executive’s obligations under this Agreement truthfully testifying in a legal or any other agreement regulatory proceeding, provided that to which Executive is a party. Nothing herein prevents disclosurethe extent permitted by law, in the sole discretion of the Company and its employees, of this Agreementwill promptly inform Executive in advance if it has reason to believe such response or testimony will directly relate to Executive, or discussion of Executive’s employment with, and separation of employment from, preclude the Company, by and among employees and other agents of Company from complying with a business need to know such information. The restrictions of this Section 5.11 shall apply to, but are not limited to, communication via the Internet, any intranet, or other electronic means, such as social media web sites, electronic bulletin boards, blogs, email messages, text messages or any other electronic message. The restrictions of this Section 5.11 shall not be construed to prohibit or limit Executive, Company or any other Person from testifying truthfully in any proceeding, arbitration or governmental investigationapplicable disclosure requirements.
Appears in 1 contract
Samples: Separation Agreement (Visteon Corp)
Non-Disparagement. Executive 10.1 Employee hereby agrees that that, during the Employment Period course of Employee's employment with the Company and at all times thereafterthereafter during the Covered Period, Executive he will not make disparage or defame the Company's business or capabilities, plans or management to any statementclient, nor imply any meaning through Executive’s action business partner, employee, media, other entity or inaction, if such statement or implication would be adverse competitor with the effect of adversely impacting the goodwill of the Company. Anything herein to the interests contrary notwithstanding, there shall be no restriction whatsoever on Employee's communications with regulators, law enforcement officials, government administrators or officials, or on any communication which in Employee's good faith judgment is appropriate in the performance of 3D Systemshis duties (including in discussions with analysts and shareholders), or which is otherwise undertaken in a good faith belief that such communication is required under the relevant legal or regulatory environment.
10.2 The Company hereby agrees that, during the course of Employee's employment with the Company and thereafter during the Covered Period, neither the Company nor its customers executive officers and directors shall, directly or its vendors indirectly, in any way, comment (orally or may reasonably cause any of the foregoing embarrassment or humiliation; nor will Executive otherwise cause or contribute in writing) negatively about Employee to any of the foregoing being held in disrepute by the public individual or entity, disparage or defaming Employee's capabilities to any potential employer or business partner, any client, media or any other 3D Systems customer(sentity, or doing anything else to affect adversely the reputation of Employee. Anything herein to the contrary notwithstanding, there shall be no restriction whatsoever on the Company's communications with regulators, law enforcement officials, government administrators or officials, or on any communication which in the good faith judgment of the Company's Chief Executive Officer or General Counsel is appropriate (including in discussions with analysts and shareholders), vendor(s) or employee(s). Company agrees to instruct its officers, directors and agents speaking regarding Executive with which is otherwise undertaken in a good faith belief that such communication is required under the prior knowledge and the express approval of an executive officer relevant legal or director of the Company not to disparage Executive to future employers of the Executive or others; provided, however, that nothing contained in this Section 5.11 will restrict or impede Company from (i) complying with any applicable law, legal process, regulation or stock exchange requirement, including disclosure obligations under securities laws and regulations, or a valid order of a court of competent jurisdiction or an authorized government agency or entity; (ii) making any statement required or reasonably desirable in connection with the enforcement or defense of any claim, legal proceeding or investigation involving Executive or the Company or any of their respective Affiliates; or (iii) providing information to any future employer or prospective employer of Executive regarding Executive’s obligations under this Agreement or any other agreement to which Executive is a party. Nothing herein prevents disclosure, in the sole discretion of the Company and its employees, of this Agreement, or discussion of Executive’s employment with, and separation of employment from, the Company, by and among employees and other agents of Company with a business need to know such information. The restrictions of this Section 5.11 shall apply to, but are not limited to, communication via the Internet, any intranet, or other electronic means, such as social media web sites, electronic bulletin boards, blogs, email messages, text messages or any other electronic message. The restrictions of this Section 5.11 shall not be construed to prohibit or limit Executive, Company or any other Person from testifying truthfully in any proceeding, arbitration or governmental investigationregulatory environment.
Appears in 1 contract
Non-Disparagement. Executive agrees that during During the Employment Period and at all times thereafterRestrictive Covenant Period, Executive will shall not make any statement, nor imply any meaning through Executive’s action disparaging or inaction, if such statement or implication would be adverse to the interests of 3D Systems, its customers or its vendors or may reasonably cause any of the foregoing embarrassment or humiliation; nor will Executive otherwise cause or contribute to any of the foregoing being held in disrepute by the public or any other 3D Systems customer(s), vendor(s) or employee(s). Company agrees to instruct its officers, directors and agents speaking regarding Executive with the prior knowledge and the express approval of an executive officer or director of the Company not to disparage Executive to future employers of the Executive or others; provided, however, that nothing contained in this Section 5.11 will restrict or impede Company from (i) complying with any applicable law, legal process, regulation or stock exchange requirement, including disclosure obligations under securities laws and regulations, or a valid order of a court of competent jurisdiction or an authorized government agency or entity; (ii) making any statement required or reasonably desirable in connection with the enforcement or defense of any claim, legal proceeding or investigation involving Executive or untruthful remarks concerning the Company or any of its subsidiaries, or their respective Affiliates; officers, directors, employees or (iii) providing information agents, whether acting in their individual or representative capacities. Executive shall not be deemed to any future employer or prospective employer of Executive regarding have breached Executive’s obligations under this Agreement the foregoing sentence if during Executive’s employment with the Company Executive criticizes the job performance of employees who report to Executive, or any other agreement to makes remarks which Executive is a partybelieves to be truthful about any Company employee as part of performing her duties hereunder, as part of such employees’ performance reviews and evaluations, provided such remarks are made in the ordinary course of business, not malicious or unfounded, are not publicly made or widely disseminated and are not in violation of Executive’s obligations to comply with laws, regulations and Company policies and procedures. Nothing herein prevents disclosureAdditionally, in the sole discretion of event that Executive is requested or required (by oral questions, interrogatories, requests for information or documents, subpoena or similar process) to disclose during the Restrictive Covenant Period any information that may be disparaging, Executive shall comply with such requests, provided that Executive shall give the Company prompt notice of any such request so that the Company may seek an appropriate protective order, and provided that Executive shall comply with the terms of any protective order so obtained. Similarly, during the Restrictive Covenant Period, the Company shall not make any disparaging or untruthful remarks concerning Executive, except that the Company shall not be deemed to have breached its employees, of this Agreement, or discussion of obligations hereunder: (a) if during Executive’s employment with, and separation of employment from, with the Company, by any Company director, employee, agent or representative criticizes Executive’s job performance as part of performance reviews and among employees and other agents evaluations or in response to questions from members of management, the board of directors or Company with a business need to know advisors, provided such information. The restrictions remarks are made in the ordinary course of this Section 5.11 shall apply tobusiness, but not malicious or unfounded, are not limited topublicly made or widely disseminated and are not in violation of laws, communication via the Internet, any intranetregulations and Company policies and procedures, or other electronic means(b) in the event that the Company is requested or required (by oral questions, interrogatories, requests for information or documents, subpoena or similar process) to disclose during the Restrictive Covenant Period any information that may be disparaging, the Company complies with such as social media web sitesrequests, electronic bulletin boardsprovided that the Company shall give Executive prompt notice of any such request so that Executive may seek an appropriate protective order, blogs, email messages, text messages or and provided that the Company shall comply with the terms of any other electronic message. The restrictions of this Section 5.11 shall not be construed to prohibit or limit Executive, Company or any other Person from testifying truthfully in any proceeding, arbitration or governmental investigationprotective order so obtained.
Appears in 1 contract
Samples: Separation Agreement (Pall Corp)
Non-Disparagement. Executive (a) The undersigned agrees that during the Employment Period and at all times thereafterhe will not, Executive will not directly or indirectly, disparage or criticize any Company Released Party or make any statement, nor imply statement that is intended to or would reasonably be expected to damage the business or reputation of any meaning through Executive’s action or inaction, if such statement or implication would Company Released Party. Nothing in this Section 6(a) shall be adverse interpreted to preclude the interests of 3D Systems, its customers or its vendors or may reasonably cause undersigned from making any of truthful statements about the foregoing embarrassment or humiliation; nor will Executive otherwise cause or contribute to any of the foregoing being held in disrepute by the public Company Group or any other 3D Systems customer(s), vendor(s) or employee(s). Company agrees to instruct its officers, directors and agents speaking regarding Executive with the prior knowledge and the express approval of an executive officer or director of the Company not to disparage Executive to future employers of the Executive or others; provided, however, that nothing contained Released Party in this Section 5.11 will restrict or impede Company from (i) complying with any applicable law, litigation or other legal process, regulation required governmental testimony or stock exchange requirement, including disclosure obligations under securities laws and regulationsfilings, or a valid order administrative or arbitral proceedings (including, without limitation, depositions in connection with such proceedings) and regardless of a court of competent jurisdiction or an authorized government agency or entity; whether between the Parties, (ii) making any statement to the extent required or reasonably desirable necessary by applicable law or regulation (including pursuant to SEC rules) or (iii) in connection with the enforcement or defense of any claim, legal proceeding or investigation involving Executive or response to a disparaging statement by the Company or any of their respective Affiliatesits executive officers or directors.
(b) The Company agrees that it will not, directly or indirectly, disparage or criticize the undersigned or make any statement that is intended to or would reasonably be expected to damage the undersigned’s business or reputation; provided that it shall not be a violation of this Section 6(b) for the Company (or any of its executive officers or directors) to make reasonable, customary or other appropriate remarks as to the performance of the Company Group with respect to periods that include the period of the undersigned’s employment. Nothing in this Section 6(b) shall be interpreted to preclude the Company Group (including its officers and directors) from making any truthful statements about the undersigned (i) in litigation or other legal process, required governmental testimony or filings, or administrative or arbitral proceedings (including, without limitation, depositions in connection with such proceedings) and regardless of whether between the Parties, (ii) to the extent required or necessary by applicable law or regulation (including pursuant to SEC rules) or (iii) providing information in response to any future employer or prospective employer of Executive regarding Executive’s a disparaging statement made by the undersigned. The Company will use reasonable efforts to cause its officers and directors to comply with its obligations under this Agreement or any other agreement to which Executive is a party. Nothing herein prevents disclosure, in the sole discretion of the Company and its employees, of this Agreement, or discussion of Executive’s employment with, and separation of employment from, the Company, by and among employees and other agents of Company with a business need to know such information. The restrictions of this Section 5.11 shall apply to, but are not limited to, communication via the Internet, any intranet, or other electronic means, such as social media web sites, electronic bulletin boards, blogs, email messages, text messages or any other electronic message. The restrictions of this Section 5.11 shall not be construed to prohibit or limit Executive, Company or any other Person from testifying truthfully in any proceeding, arbitration or governmental investigation6(b).
Appears in 1 contract
Non-Disparagement. Executive (a) The undersigned agrees that during the Employment Period and at all times thereafterhe will not, Executive will not directly or indirectly, disparage or criticize any Company Released Party or make any statement, nor imply statement that is intended to or would reasonably be expected to damage the business or reputation of any meaning through Executive’s action or inaction, if such statement or implication would Company Released Party. Nothing in this Section 5(a) shall be adverse interpreted to preclude the interests of 3D Systems, its customers or its vendors or may reasonably cause undersigned from making any of truthful statements about the foregoing embarrassment or humiliation; nor will Executive otherwise cause or contribute to any of the foregoing being held in disrepute by the public Company Group or any other 3D Systems customer(s), vendor(s) or employee(s). Company agrees to instruct its officers, directors and agents speaking regarding Executive with the prior knowledge and the express approval of an executive officer or director of the Company not to disparage Executive to future employers of the Executive or others; provided, however, that nothing contained Released Party in this Section 5.11 will restrict or impede Company from (i) complying with any applicable law, litigation or other legal process, regulation required governmental testimony or stock exchange requirement, including disclosure obligations under securities laws and regulationsfilings, or a valid order administrative or arbitral proceedings (including, without limitation, depositions in connection with such proceedings) and regardless of a court of competent jurisdiction or an authorized government agency or entity; whether between the Parties, (ii) making any statement to the extent required or reasonably desirable necessary by applicable law or regulation (including pursuant to SEC rules) or (iii) in connection with the enforcement or defense of any claim, legal proceeding or investigation involving Executive or response to a disparaging statement by the Company or any of their respective Affiliatesits executive officers or directors.
(b) The Company agrees that it will not, directly or indirectly, disparage or criticize the undersigned or make any statement that is intended to or would reasonably be expected to damage the undersigned’s business or reputation; provided that it shall not be a violation of this Section 5(b) for the Company (or any of its executive officers or directors) to make reasonable, customary or other appropriate remarks as to the performance of the Company Group with respect to periods that include the period of the undersigned’s employment. Nothing in this Section 5(b) shall be interpreted to preclude the Company Group (including its officers and directors) from making any truthful statements about the undersigned (i) in litigation or other legal process, required governmental testimony or filings, or administrative or arbitral proceedings (including, without limitation, depositions in connection with such proceedings) and regardless of whether between the Parties, (ii) to the extent required or necessary by applicable law or regulation (including pursuant to SEC rules) or (iii) providing information in response to any future employer or prospective employer of Executive regarding Executive’s a disparaging statement made by the undersigned. The Company will use reasonable efforts to cause its officers and directors to comply with its obligations under this Agreement or any other agreement to which Executive is a party. Nothing herein prevents disclosure, in the sole discretion of the Company and its employees, of this Agreement, or discussion of Executive’s employment with, and separation of employment from, the Company, by and among employees and other agents of Company with a business need to know such information. The restrictions of this Section 5.11 shall apply to, but are not limited to, communication via the Internet, any intranet, or other electronic means, such as social media web sites, electronic bulletin boards, blogs, email messages, text messages or any other electronic message. The restrictions of this Section 5.11 shall not be construed to prohibit or limit Executive, Company or any other Person from testifying truthfully in any proceeding, arbitration or governmental investigation5(b).
Appears in 1 contract
Non-Disparagement. Executive agrees a. The parties agree that during neither they nor their affiliates, agents, employees or consultants, including but not limited to investor relations consultants for the Employment Period and at all times thereafterCompany, Executive will not voluntarily make any statementnegative, derogatory or disparaging statements, written or oral, about each other, their agents, representatives or affiliates.
b. The parties further agree that (i) neither the Mutual Release set forth in Section 3, nor imply anything contained herein is or shall be construed to be an admission of liability by the Transitioning Parties or anyone else or an admission of the violation of any meaning through Executive’s action law, order, statute, rule or inactionregulation and (ii) this Agreement may not be used as evidence in any subsequent proceeding except in a proceeding which alleges a breach of this Agreement.
c. The Company will file a press release and Current Report on Form 8-K within the time frame required by Form 8-K, if disclosing the resignations of Messrs. XxxXxxxxx and Elenowitz.
d. The Shareholder agrees not to incite or encourage any lawsuits from Chinese shareholders.
e. Any claimed breach of Section 4(a) shall be subject to arbitration pursuant to Section 9(b) below. If it is determined in any such statement proceeding that the Company, the Shareholder or implication would their affiliates, agents, employees or consultants have breached Section 4(a), then the “lock-up” provisions contained in Section 7, shall be adverse deemed to have been waived by the interests of 3D SystemsCompany and the Shareholder. If, its customers on the other hand, it is determined in any such proceeding that the Company, the Shareholder or its vendors their affiliates, agents, employees or may reasonably cause consultants have not breached Section 4(a), or that any of the foregoing embarrassment Transitioning Parties, or humiliation; nor will Executive otherwise cause their affiliates, agents, employees or contribute to consultants has breached Section 4(a), then the restrictions on their resale of AMX Shares set forth in Section 7(a) shall apply for twelve (12) additional calendar months, beyond any period remaining from the original lock-up under Section 7(a), with the remainder of the foregoing transfer restriction period in Section 7(b) being held in disrepute by applicable immediately after the public or any other 3D Systems customer(s), vendor(s) or employee(s). Company agrees to instruct its officers, directors and agents speaking regarding Executive with the prior knowledge and the express approval of an executive officer or director expiration of the Company not to disparage Executive to future employers of the Executive or others; provided, however, that nothing contained in this Section 5.11 will restrict or impede Company from (i) complying with any applicable law, legal process, regulation or stock exchange requirement, including disclosure obligations under securities laws and regulations, or a valid order of a court of competent jurisdiction or an authorized government agency or entity; (ii) making any statement required or reasonably desirable in connection with the enforcement or defense of any claim, legal proceeding or investigation involving Executive or the Company or any of their respective Affiliates; or (iii) providing information to any future employer or prospective employer of Executive regarding Executive’s obligations under this Agreement or any other agreement to which Executive is a party. Nothing herein prevents disclosure, in the sole discretion of the Company and its employees, of this Agreement, or discussion of Executive’s employment with, and separation of employment from, the Company, by and among employees and other agents of Company with a business need to know such information. The restrictions of this Section 5.11 shall apply to, but are not limited to, communication via the Internet, any intranet, or other electronic means, such as social media web sites, electronic bulletin boards, blogs, email messages, text messages or any other electronic message. The restrictions of this Section 5.11 shall not be construed to prohibit or limit Executive, Company or any other Person from testifying truthfully in any proceeding, arbitration or governmental investigationextended lock-up period.
Appears in 1 contract
Non-Disparagement. Executive agrees that during the Employment Period and at all times thereafter, Executive will not make any statement, nor imply any meaning through Executive’s action or inaction, if such statement or implication would be adverse to the interests of 3D Systems, its customers or its vendors or may reasonably cause any of the foregoing embarrassment or humiliation; nor will Executive otherwise cause or contribute to any of the foregoing being held in disrepute by the public or any other 3D Systems customer(s), vendor(s) or employee(s). Company agrees to instruct its officers, directors and agents speaking regarding Executive with the prior knowledge and the express approval of an executive officer or director of the Company not to disparage Executive to future employers of the Executive or others; provided, however, that nothing contained in this Section 5.11 4.9 will restrict or impede Company from (i) complying with any applicable law, legal process, regulation or stock exchange requirement, including disclosure obligations under securities laws and regulations, or a valid order of a court of competent jurisdiction or an authorized government agency or entity; (ii) making any statement required or reasonably desirable in connection with the enforcement or defense of any claim, legal proceeding or investigation involving Executive or the Company or any of their respective Affiliates; or (iii) providing information to any future employer or prospective employer of Executive regarding Executive’s obligations under this Agreement or any other agreement to which Executive is a party. Nothing herein prevents disclosure, in the sole discretion of the Company and its employees, of this Agreement, or discussion of Executive’s employment with, and separation of employment from, the Company, by and among employees and other agents of Company with a business need to know such information. The restrictions of this Section 5.11 4.9 shall apply to, but are not limited to, communication via the Internet, any intranet, or other electronic means, such as social media web sites, electronic bulletin boards, blogs, email messages, text messages or any other electronic message. The restrictions of this Section 5.11 4.9 shall not be construed to prohibit or limit Executive, Company or any other Person from testifying truthfully in any proceeding, arbitration or governmental investigation.
Appears in 1 contract
Non-Disparagement. Executive agrees that during (a) During Executive’s employment with the Employment Period Company and at all times thereafter, Executive will agrees not make to make, publish or communicate at any statementtime to any person or entity, nor imply any meaning through Executive’s action or inactionincluding, if such statement or implication would be adverse to but not limited to, customers, clients and investors of the interests of 3D SystemsCompany, its customers Affiliates, or its vendors any entity affiliated with Xxxxxx X. Xxxxxxx or may reasonably cause any of his family members, any Disparaging (defined below) remarks, comments or statements concerning the foregoing embarrassment Company its Affiliates, any entity affiliated with Xxxxxx X. Xxxxxxx or humiliation; nor will Executive otherwise cause or contribute to any of the foregoing being held in disrepute by the public or any other 3D Systems customer(s)his family members, vendor(s) or employee(s). Company agrees to instruct its officers, directors and agents speaking regarding Executive with the prior knowledge and the express approval of an executive officer or director of the Company not to disparage Executive to future employers of the Executive or others; provided, however, that nothing contained in this Section 5.11 will restrict or impede Company from (i) complying with any applicable law, legal process, regulation or stock exchange requirement, including disclosure obligations under securities laws and regulations, or a valid order of a court of competent jurisdiction or an authorized government agency or entity; (ii) making any statement required or reasonably desirable in connection with the enforcement or defense of any claim, legal proceeding or investigation involving Executive or the Company or any of their respective Affiliatespresent and former members, partners, directors, officers, employees or agents.
(b) In the event (i) Executive’s employment terminates for any reason and (ii) Executive provides the Company with an irrevocable waiver and general release in favor of the Released Parties as set forth above in Section 5(c) that has become effective and irrevocable in accordance with its terms, the Company agrees that the CEO, the President and the Board shall not make, publish, or communicate at any time to any person or entity any Disparaging (defined below) remarks, comments or statements concerning Executive, except nothing herein shall prevent the Company from making truthful statements regarding Executive’s termination as required or, in the discretion of the Board, deemed advisable to be made in the Company’s public filings.
(c) For the purposes of this Section 11, “Disparaging” remarks, comments or statements are those that impugn the character, honesty, integrity, morality, business acumen or abilities of the individual or entity being disparaged.
(d) Notwithstanding the foregoing, this Section 11 does not apply to (i) any truthful testimony, pleading, or sworn statements in any legal proceeding; (ii) attorney-client communications; or (iii) providing information to any future employer communications with a government or prospective employer of Executive regarding Executive’s obligations under this Agreement or any other agreement to which Executive is a party. Nothing herein prevents disclosure, in the sole discretion of the Company and its employees, of this Agreement, or discussion of Executive’s employment withregulatory agency, and separation of employment fromfurther, the Company, by and among employees and other agents of Company with a business need to know such information. The restrictions of this Section 5.11 shall apply to, but are not limited to, communication via the Internet, any intranet, or other electronic means, such as social media web sites, electronic bulletin boards, blogs, email messages, text messages or any other electronic message. The restrictions of this Section 5.11 it shall not be construed to prohibit prevent Executive from filing a charge with the Equal Employment Opportunity Commission or limit Executive, Company a comparable state or any other Person from testifying truthfully in any proceeding, arbitration or governmental investigationlocal agency.
Appears in 1 contract
Non-Disparagement. Executive This Section 7(c) amends, restates and supersedes Section 10(b) of the Employment Agreement. Employee agrees that during at no time during, or after the Employment Period and at all times thereaftertermination of, Executive will not make Employee’s employment with the Company shall Employee make, or cause or assist any statementother person to make, nor imply any meaning through Executive’s action or inaction, if such negative statement or implication would be adverse to other communication about, or that otherwise disparages, impugns or attacks, or is otherwise critical of, the interests of 3D Systems, its customers Company or its vendors or may reasonably cause any of the foregoing embarrassment or humiliation; nor will Executive otherwise cause or contribute to any of the foregoing being held in disrepute by the public or any other 3D Systems customer(s), vendor(s) or employee(s). Company agrees to instruct its officers, directors and agents speaking regarding Executive with the prior knowledge and the express approval of an executive officer or director of the Company not to disparage Executive to future employers of the Executive or others; provided, however, that nothing contained in this Section 5.11 will restrict or impede Company from (i) complying with any applicable law, legal process, regulation or stock exchange requirement, including disclosure obligations under securities laws and regulations, or a valid order of a court of competent jurisdiction or an authorized government agency or entity; (ii) making any statement required or reasonably desirable in connection with the enforcement or defense of any claim, legal proceeding or investigation involving Executive or the Company affiliates or any of their respective Affiliates; directors, officers, employees, shareholders, lenders or (iii) providing information to any future employer or prospective employer of Executive regarding Executive’s obligations under this Agreement agents or any other agreement to which Executive is a party. Nothing herein prevents disclosureCompany Party or the reputation, business or character of any of the foregoing other than in the sole discretion good-faith performance of Employee’s duties to the Company while Employee is employed by the Company or in the good-faith performance of the Transition Services (as defined below). The Company agrees that it will use commercially reasonable efforts to direct the individuals serving as executive officers (as defined in Section 16 of the Securities Exchange Act of 1934, as amended) of the Company as of the Separation Date and its employeesthe members of the Company’s board of directors as of the Separation Date not to, while employed by the Company or serving as a director of this Agreement, or discussion of Executive’s employment with, and separation of employment from, the Company, by and among employees and other agents of Company with a as the case may be, make after the Separation Date any negative comments about Employee or otherwise disparage Employee in any manner that is likely to be harmful to Employee’s business need to know such informationreputation. The restrictions of this Section 5.11 shall apply toforegoing will not be violated by truthful statements in response to legal process, but are not limited to, communication via the Internet, any intranetrequired governmental testimony or filings, or other electronic meansadministrative or arbitral proceedings (including, without limitation, depositions in connection with such proceedings), and the foregoing limitation on the individuals serving as social media web sitesthe Company’s executive officers (as defined in Section 16 of the Securities Exchange Act of 1934, electronic bulletin boards, blogs, email messages, text messages or any other electronic message. The restrictions as amended) and directors as of this Section 5.11 shall the Separation Date will not be construed violated by statements that they in good faith believe are necessary or appropriate to prohibit or limit Executive, Company or any other Person from testifying truthfully make in any proceeding, arbitration or governmental investigationconnection with performing their duties and obligations to the Company.
Appears in 1 contract
Samples: Separation and Release Agreement (Northern Oil & Gas, Inc.)
Non-Disparagement. Executive (a) The undersigned agrees that during the Employment Period and at all times thereafterhe will not, Executive will not directly or indirectly, disparage or criticize any Company Released Party or make any statement, nor imply statement that is intended to or would reasonably be expected to damage the business or reputation of any meaning through Executive’s action or inaction, if such statement or implication would Company Released Party. Nothing in this Section 5(a) shall be adverse interpreted to preclude the interests of 3D Systems, its customers or its vendors or may reasonably cause undersigned from making any of truthful statements about the foregoing embarrassment or humiliation; nor will Executive otherwise cause or contribute to any of the foregoing being held in disrepute by the public Company Group or any other 3D Systems customer(s), vendor(s) or employee(s). Company agrees to instruct its officers, directors and agents speaking regarding Executive with the prior knowledge and the express approval of an executive officer or director of the Company not to disparage Executive to future employers of the Executive or others; provided, however, that nothing contained Released Party in this Section 5.11 will restrict or impede Company from (i) complying with any applicable law, litigation or other legal process, regulation required governmental testimony or stock exchange requirement, including disclosure obligations under securities laws and regulationsfilings, or a valid order administrative or arbitral proceedings (including, without limitation, depositions in connection with such proceedings) and regardless of a court of competent jurisdiction or an authorized government agency or entity; whether between the Parties, (ii) making any statement to the extent required or reasonably desirable necessary by applicable law or regulation (including pursuant to SEC rules) or (iii) in connection with the enforcement or defense of any claim, legal proceeding or investigation involving Executive or response to a disparaging statement by the Company or any of their respective AffiliatesCHC Group Ltd.’s executive officers or directors.
(b) The Company agrees that it will not, directly or indirectly, disparage or criticize the undersigned or make any statement that is intended to or would reasonably be expected to damage the undersigned’s business or reputation; provided that it shall not be a violation of this Section 5(b) for the Company (or any of its or CHC Group Ltd.’s executive officers or directors) to make reasonable, customary or other appropriate remarks as to the performance of the Company Group with respect to periods that include the period of the undersigned’s employment. Nothing in this Section 5(b) shall be interpreted to preclude the Company Group (including its officers and directors) from making any truthful statements about the undersigned (i) in litigation or other legal process, required governmental testimony or filings, or administrative or arbitral proceedings (including, without limitation, depositions in connection with such proceedings) and regardless of whether between the Parties, (ii) to the extent required or necessary by applicable law or regulation (including pursuant to SEC rules) or (iii) providing information in response to any future employer or prospective employer of Executive regarding Executivea disparaging statement made by the undersigned. The Company will use reasonable efforts to cause CHC Group Ltd.’s officers and directors to comply with its obligations under this Agreement or any other agreement to which Executive is a party. Nothing herein prevents disclosure, in the sole discretion of the Company and its employees, of this Agreement, or discussion of Executive’s employment with, and separation of employment from, the Company, by and among employees and other agents of Company with a business need to know such information. The restrictions of this Section 5.11 shall apply to, but are not limited to, communication via the Internet, any intranet, or other electronic means, such as social media web sites, electronic bulletin boards, blogs, email messages, text messages or any other electronic message. The restrictions of this Section 5.11 shall not be construed to prohibit or limit Executive, Company or any other Person from testifying truthfully in any proceeding, arbitration or governmental investigation5(b).
Appears in 1 contract
Non-Disparagement. 7.1 The Manager and the Executives hereby agree that they shall not at any time make any written or oral statements, representations or other communications that are false or materially misleading AND are intended to be disparaging or damaging to the business or reputation of any PT Entity or any officer, director or employee of any PT Entity other than to the extent reasonably necessary in order (x) to assert a bona fide claim that is not a Released Executives Claim (as defined in the Executive Release attached as EXHIBIT A hereto) or (y) to respond in an appropriate manner to any legal process or give appropriate testimony in a legal or regulatory proceeding. Xxxxxx further agrees that during without the Employment Period prior consent of the Company's Board of Directors he shall not intentionally or recklessly act in a manner that is reasonably likely to interfere with or influence the management, policies and at all times thereafteroperations of any PT Entity; provided, Executive will not make any statementthat, nor imply any meaning through Executive’s action or inaction, if such statement or implication would be adverse to the interests of 3D Systems, its customers or its vendors or may reasonably cause any sole and exclusive remedy for a violation of the foregoing embarrassment or humiliation; nor will Executive otherwise cause or contribute agreement in this sentence shall be limited solely to any his loss of use of the foregoing being held Rye, New York office as contemplated in disrepute by the public or any other 3D Systems customer(s), vendor(s) or employee(s). Section 3 hereof.
7.2 The Company agrees to instruct its officersthat it shall not at any time make and shall not suffer or permit any employee, directors and agents speaking regarding Executive with the prior knowledge and the express approval of an executive officer or director of the Company not to disparage Executive make any written or oral statements, representations or other communications that are false or materially misleading and are intended to future employers be disparaging or damaging to the reputation of the Executive Manager or others; providedto either of the Executives, howeverother than to the extent reasonably necessary in order (x) to assert a bona fide claim that is not a Released Company Claim (as defined in the Company Release attached as EXHIBIT B hereto) or (y) to respond in an appropriate manner to any legal process or give appropriate testimony in a legal or regulatory proceeding.
7.3 Each of the Manager and the Executives and the Company acknowledges and agrees that the remedies available to the Company on the one hand and the Manager and the Executives on the other hand, that nothing contained at law for a breach or threatened breach of any of the provisions of this Agreement (including Section 7.1 and Section 7.2, respectively), would be inadequate and, in recognition of this Section 5.11 will restrict fact, the Manager and the Executives on the one hand and the Company on the other hand agree that, in the event of a breach or impede Company from (i) complying with threatened breach, in addition to any applicable remedies at law, legal process, regulation or stock exchange requirement, including disclosure obligations under securities laws and regulations, or a valid order each of a court of competent jurisdiction or an authorized government agency or entity; (ii) making any statement required or reasonably desirable in connection with the enforcement or defense of any claim, legal proceeding or investigation involving Executive or the Company on the one hand and the Manager and the Executives on the other hand shall be entitled to obtain equitable relief in the form of specific performance, temporary restraining order, temporary or any of their respective Affiliates; or (iii) providing information to any future employer or prospective employer of Executive regarding Executive’s obligations under this Agreement permanent injunction or any other equitable remedy that may then be available; provided that the foregoing shall not expand the Company's remedies for a violation by Xxxxxx of his agreement to which Executive is a party. Nothing herein prevents disclosure, as set forth in the sole discretion last sentence of the Company and its employeesSection 7.1, of this Agreement, or discussion of Executive’s employment with, and separation of employment from, the Company, by and among employees and other agents of Company with a business need to know such information. The restrictions of this Section 5.11 shall apply to, but are not limited to, communication via the Internet, any intranet, or other electronic means, such as social media web sites, electronic bulletin boards, blogs, email messages, text messages or any other electronic message. The restrictions of this Section 5.11 shall not be construed to prohibit or limit Executive, Company or any other Person from testifying truthfully in any proceeding, arbitration or governmental investigationset forth therein.
Appears in 1 contract
Non-Disparagement. The Executive agrees that during shall not issue, circulate, publish or utter, either orally or in writing, any false or disparaging statements, remarks or rumors about the Employment Period Company (which for purposes of this Section 5 shall include any of its clinical trial results, product candidates, data, product development plans or practices or any of its current or former directors, officers, agents, partners, affiliates, representatives and at all times thereafterstockholders), Executive will not make including without limitation the repetition or distribution of derogatory rumors, allegations or negative reports (whether of a professional or personal nature) to any statementthird party regarding the Company, nor imply any meaning through Executive’s action employment relationship with the Company or inactionthe termination of such relationship, if such statement which, in each case, could reasonably be expected to damage the business or implication would be adverse to the interests of 3D Systems, its customers or its vendors or may reasonably cause any reputation of the foregoing embarrassment or humiliationCompany; nor will Executive otherwise cause or contribute to any of the foregoing being held in disrepute by the public or any other 3D Systems customer(s), vendor(s) or employee(s). Company agrees to instruct its officers, directors and agents speaking regarding Executive with the prior knowledge and the express approval of an executive officer or director of the Company not to disparage Executive to future employers of the Executive or others; provided, however, provided that nothing contained in this Section 5.11 will restrict or impede Company 5 shall preclude the Executive from (i) complying making truthful statements that are necessary to comply with any applicable law, regulation or legal process. The Company (through its officers and directors) shall not issue, circulate, publish or utter, either orally or in writing, any false or disparaging statements, remarks or rumors about the Executive, including without limitation the repetition or distribution of derogatory rumors, allegations or negative reports (whether of a professional or personal nature) to any third party regarding the Executive, Executive’s employment relationship with the Company or the termination of such relationship, which, in each case, could reasonably be expected to damage the reputation of the Executive; provided that nothing in this Section 5 shall preclude the Company from making truthful statements that are necessary to comply with applicable law, regulation or stock exchange requirement, including disclosure obligations under securities laws and regulations, legal process. Each Party agrees that the other Party shall be entitled (without posting bond or other security) to injunctive or other equitable relief to prevent a valid order breach of a court of competent jurisdiction or an authorized government agency or entity; (ii) making any statement required or reasonably desirable in connection with the enforcement or defense of any claim, legal proceeding or investigation involving Executive Executive’s or the Company or any of their respective Affiliates; or (iii) providing information to any future employer or prospective employer of Executive regarding Executive’s Company’s, as applicable, obligations set forth in this Section 5. The obligations under this Section 5 shall survive termination or expiration of this Agreement or indefinitely and are separate and distinct from, shall be in addition to and may be enforced separately from, any restrictive covenants set forth in any other agreement to which between the Executive is a party. Nothing herein prevents disclosure, in the sole discretion of the Company and its employees, of this Agreement, or discussion of Executive’s employment with, and separation of employment from, the Company, by and among employees and other agents of Company with a business need to know such information. The restrictions of this Section 5.11 shall apply to, but are not limited to, communication via including without limitation the Internet, any intranet, or other electronic means, such as social media web sites, electronic bulletin boards, blogs, email messages, text messages or any other electronic message. The restrictions of this Section 5.11 shall not be construed to prohibit or limit Executive, Company or any other Person from testifying truthfully in any proceeding, arbitration or governmental investigationNon-Compete Agreement.
Appears in 1 contract
Non-Disparagement. Executive (i) Consultant agrees that during the Employment Period and at all times thereafternot to defame, Executive will not or make any statementfalse or disparaging statements about the Company and/or its Affiliates, nor imply or any meaning through Executive’s of their respective products, services, finances, financial condition, capabilities or other aspect of or any of their respective businesses, in any medium to any person or entity; or otherwise, to take any action that primarily is designed to have the effect of discouraging any employee, lessor, licensor, customer, supplier, or inaction, if other business associate of the Company from maintaining its business relationships with the Company and/or its Affiliates (any such statement or implication would act a “Prohibited Statement” or “Prohibited Action”). Consultant shall be adverse permitted to issue press releases, make statements to the interests of 3D Systemspress, its customers give guidance to the market or its vendors make statements to regulators, governmental agencies, legislators or may reasonably cause any of the foregoing embarrassment other governmental officials; or humiliation; nor will Executive otherwise cause to take such actions necessary in connection with Consultant's duties and responsibilities under this Agreement, without such statements or contribute to any of the foregoing actions being held in disrepute by the public considered a Prohibited Statement or any other 3D Systems customer(s), vendor(s) or employee(s). Company agrees to instruct its officers, directors and agents speaking regarding Executive with the prior knowledge and the express approval of an executive officer or director of the Company not to disparage Executive to future employers of the Executive or others; provided, however, that nothing contained in Prohibited Action under this Section 5.11 will restrict or impede Company from (i) complying with any applicable law, legal process, regulation or stock exchange requirement, including disclosure obligations under securities laws and regulations, or a valid order of a court of competent jurisdiction or an authorized government agency or entity; Agreement.
(ii) making The Company hereby agrees that Company and its officers shall not defame, or make any statement disparaging statements in any medium to any person or entity about Consultant.
(iii) Notwithstanding any provision of this Section 6(b) to the contrary, (A) both Consultant and the Company (including the Board and its executive officers) may (1) confer in confidence with their legal representatives and make truthful statements as required by law and (2) make private statements to any officer, director or reasonably desirable in connection with the enforcement or defense employee of any claim, legal proceeding or investigation involving Executive or the Company or any of their respective Affiliatesits affiliates; and (B) nothing herein shall prevent any person from (1) responding publicly to incorrect, disparaging or derogatory public statements to the extent reasonably necessary to correct or refute such public statement or (iii2) providing information making any truthful statement to the extent (x) necessary with respect to any future employer litigation, arbitration or prospective employer of Executive regarding Executive’s obligations under mediation involving this Agreement (or any Exhibit hereto) or any other agreement among or between any party hereto or (y) required by law or by any court, arbitrator, mediator or administrative or legislative body (including any committee thereof) with actual or apparent jurisdiction to which Executive is a party. Nothing herein prevents disclosure, in the sole discretion of the Company and its employees, of order such person to disclose or make accessible such information.
(iv) By signing this Agreement, or discussion Consultant agrees and acknowledges that Consultant is making, after the opportunity to confer with counsel, a knowing, voluntary and intelligent waiver of Executive’s employment withrights Consultant may have to make disparaging comments regarding the Company and/or its affiliates, including rights under the First Amendment to the United States Constitution and separation of employment from, the Company, by and among employees and other agents of Company with a business need to know such information. The restrictions of this Section 5.11 shall apply to, but are not limited to, communication via the Internet, any intranet, or other electronic means, such as social media web sites, electronic bulletin boards, blogs, email messages, text messages or any other electronic message. The restrictions of this Section 5.11 shall not be construed to prohibit or limit Executive, Company or any other Person from testifying truthfully in any proceeding, arbitration or governmental investigationapplicable federal and state constitutional rights.
Appears in 1 contract
Samples: Consulting Agreement (Energy Future Holdings Corp /TX/)
Non-Disparagement. The Company agrees that it shall take all reasonable steps necessary to ensure that the Company’s officers and directors will not make statements or representations to any person, firm, or entity, which could reasonably be expected to case Executive in an unfavorable light or which could reasonably be anticipated to adversely affect the name or reputation of Executive. Executive agrees that during the Employment Period and at all times thereafter, Executive will not make any statement, nor imply any meaning through Executive’s action statements or inaction, if such statement or implication would be adverse to the interests of 3D Systems, its customers or its vendors or may reasonably cause any of the foregoing embarrassment or humiliation; nor will Executive otherwise cause or contribute representations to any of person, entity or firm which could reasonably be expected to cast the foregoing being held in disrepute by the public Company or any other 3D Systems customer(s), vendor(s) entity or employee(s). Company agrees to instruct its officers, directors and agents speaking regarding Executive employee affiliated with the prior knowledge and Company in an unfavorable light or which could reasonably be anticipated to adversely affect the express approval of an executive officer name or director reputation of the Company not to disparage Executive to future employers or any entity affiliated with the Company, or the name or reputation of any officer, agent or employee of the Company or of any entity affiliated with the Company; provided that Executive will respond accurately and fully to any question, inquiry or others; providedrequest for information when required by legal process. Notwithstanding the foregoing, however, that nothing contained in this Section 5.11 will restrict or impede Company 5 shall prevent Executive from making any truthful statement to the extent (i) complying with necessary to rebut any applicable law, legal process, regulation or stock exchange requirement, including disclosure obligations under securities laws and regulations, or a valid order of a court of competent jurisdiction or an authorized government agency or entityuntrue public statements made about him; (ii) making necessary with respect to any statement required litigation, arbitration or reasonably desirable in connection with mediation involving this Release and the enforcement or defense of any claim, legal proceeding or investigation involving Executive or the Company or any of their respective Affiliatesthereof; or (iii) providing information to required by law or by any future employer court, arbitrator, mediator or prospective employer of Executive regarding Executive’s obligations under administrative or legislative body (including any committee thereof) with jurisdiction over such person. In addition, nothing in this Agreement or any other agreement to which Executive is a party. Nothing herein prevents disclosure, in the sole discretion of the Company and its employees, of this Agreement, or discussion of Executive’s employment with, and separation of employment from, the Company, by and among employees and other agents of Company with a business need to know such information. The restrictions of this Section 5.11 Release shall apply to, but are not limited to, communication via the Internet, any intranet, or other electronic means, such as social media web sites, electronic bulletin boards, blogs, email messages, text messages or any other electronic message. The restrictions of this Section 5.11 shall not be construed to prohibit or limit Executive, Company or any other Person Executive from testifying truthfully engaging in any proceedinglawfully protected activity or conduct, arbitration including reporting possible violations of law or regulation to any governmental investigation.agency or regulatory body (including but not limited to the Equal Employment Opportunity Commission, the Department of Justice, the Securities and Exchange Commission, the Congress, any agency Inspector General, or making other disclosures that are protected under the whistleblower provisions of federal law or regulation), filing a charge with or participating in any investigation or proceeding conducted by any governmental agency or regulatory body, or making other disclosures that are protected under any law or regulation. Executive does not need the prior authorization of the Company to engage in any such lawfully protected activity, nor is Executive required to notify the other that he or it has done so.
Appears in 1 contract
Non-Disparagement. Executive agrees that during the Employment Period and at all times thereafter, Executive (a) The Company will not make any statement, nor imply any meaning through Executive’s action or inaction, if such statement or implication would be adverse to the interests of 3D Systems, direct its customers or its vendors or may reasonably cause any of the foregoing embarrassment or humiliation; nor will Executive otherwise cause or contribute to any of the foregoing being held in disrepute by the public or any other 3D Systems customer(s), vendor(s) or employee(s). Company agrees to instruct its officers, directors and agents speaking regarding Executive with the prior knowledge and the express approval executive officers to not publicly disparage, denigrate or ridicule Employee in respect of an executive officer Employee's integrity or director of the Company not to disparage Executive to future employers of the Executive business practices, performance, skills, acumen, experience or otherssuccess, or concerning Employee personally; provided, however, that nothing contained in this Section 5.11 will restrict or impede Company from (i6(a) complying with any applicable law, legal process, regulation or stock exchange requirement, including disclosure obligations under securities laws and regulations, or a valid order of a court of competent jurisdiction or an authorized government agency or entity; (ii) making any statement required or reasonably desirable in connection with the enforcement or defense of any claim, legal proceeding or investigation involving Executive or shall prohibit the Company or any director or executive officer of the Company from disclosing such information as may be required by law, or by judicial or administrative process or order or the rules of any securities exchange or similar self-regulatory organization applicable to such person. The Company shall only be responsible for, and bear any and all liability, for, any breach of this Section 6(a) by any of its directors or executive officers (other than Xxxxx Ma Xxxxx), if such breach is knowingly and willfully committed by any such director or executive officer in connection with such director's or executive officer's duties to the Company and involves a material public disparagement of Employee.
(b) Employee will not publicly disparage, denigrate or ridicule the Company or its directors or executive officers in respect of their respective Affiliatesintegrity or business practices, performance, skills, acumen, experience or success or concerning any directors or executive officers personally; provided, however, that nothing in this Section 6(b) shall prohibit Employee from disclosing such information as may be required by law, or by judicial or administrative process or order or the rules of any securities exchange or similar self-regulatory organization applicable to such person. Employee shall only be responsible for, and bear any and all liability, for, any breach of this Section 6(b) if such breach is knowingly and willfully committed and involves a material public disparagement of the Company or its directors or executive officers.
(iiic) providing information Notwithstanding the foregoing, Employee shall not be entitled to any future employer terminate, rescind, repudiate or prospective employer seek judicial invalidation of Executive regarding Executive’s obligations under this Agreement or any other agreement with the Company as a remedy for any breach or alleged breach of Section 6(a); provided, however, that, Employee shall be entitled to which Executive is a party. Nothing herein prevents disclosure, the remedy specified in the sole discretion Section 4(f) of the Company and its employees, of this New Employment Agreement, or discussion of Executive’s employment with, and separation of employment from, the Company, by and among employees and other agents of Company with a business need to know such information. The restrictions of this Section 5.11 shall apply to, but are not limited to, communication via the Internet, any intranet, or other electronic means, such as social media web sites, electronic bulletin boards, blogs, email messages, text messages or any other electronic message. The restrictions of this Section 5.11 shall not be construed to prohibit or limit Executive, Company or any other Person from testifying truthfully in any proceeding, arbitration or governmental investigation.
Appears in 1 contract
Samples: Termination Agreement (Gemstar Tv Guide International Inc)