Non-Solicitation by Executive Sample Clauses

Non-Solicitation by Executive. While employed by the Company or any of its subsidiaries or affiliates, and for two years following the cessation of the Executive’s employment, so long as employment ceases during the Coverage Period, the Executive agrees not to, directly or indirectly, solicit, divert from the Company (or any of its subsidiaries or affiliates) or transact business with any “Customer” of the Company (or any of its subsidiaries or affiliates) with whom the Executive had “Material Contact” during the last twenty-four months of the Executive’s employment or about whom the Executive obtained information not known generally to the public while acting within the scope of employment during the last twenty-four months of employment, if the purpose of such solicitation, diversion or transaction is to provide any products or services that are the same as or substantially similar to, and competitive with, those offered by the Company (or its subsidiaries or affiliates) at the time the Executive’s employment ceases. “Material Contact” means that the Executive personally communicated with the Customer, either orally or in writing, for the purpose of providing, offering to provide or assisting in providing products or services of
Sample 1
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Non-Solicitation by Executive. While employed by the Company or any of its subsidiaries or affiliates, and for two years following the cessation of the Executive’s employment, so long as employment ceases during the Coverage Period, the Executive agrees not to, directly or indirectly, solicit, divert from the Company (or any of its subsidiaries or affiliates) or transact business with any “Customer” of the Company (or any of its subsidiaries or affiliates) with whom the Executive had “Material Contact” during the last twenty-four months of the Executive’s employment or about whom the Executive obtained information not known generally to the public while acting within the scope of employment during the last twenty-four months of employment, if the purpose of such solicitation, diversion or transaction is to provide any products or services that are the same as or substantially similar to, and competitive with, those offered by the Company (or its subsidiaries or affiliates) at the time the Executive’s employment ceases. “Material Contact” means that the Executive personally communicated with the Customer, either orally or in writing, for the purpose of providing, offering to provide or assisting in providing products or services of the Company (or its subsidiaries or affiliates) during the last twenty-four months of the Executive’s employment. “Customer” means any person or entity with whom the Company (or its subsidiaries or affiliates) had a depository or other contractual relationship, pursuant to which the Company (or its subsidiaries or affiliates) provided products or services during the last twenty-four months of the Executive’s employment.
Sample 1
Non-Solicitation by Executive. While employed by the Company or any of its subsidiaries or affiliates, and for 2 years following the cessation of the Executive’s employment, so long as employment ceases during the Coverage Period, the Executive agrees not to, directly or indirectly, solicit, divert from the Company (or any of its subsidiaries or affiliates) or transact business with any “Customer” of the Company (or any of its subsidiaries or affiliates) with whom the Executive had “Material Contact” during the last 24 months of the Executive’s employment or about whom the Executive obtained information not known generally to the public while acting within the scope of employment during the last 24 months of employment, if the purpose of such solicitation, diversion or transaction is to provide any products or services that are the same as or substantially similar to, and competitive with, those offered by the Company (or its subsidiaries or affiliates) at the time the Executive’s employment ceases. “Material Contact” means that the Executive personally communicated with the Customer, either orally or in writing, for the purpose of providing, offering to provide or assisting in providing products or services of the Company (or its subsidiaries or affiliates) during the last 24 months of the Executive’s employment. “Customer” means any person or entity with whom the Company (or its subsidiaries or affiliates) had a depository or other contractual relationship, pursuant to which the Company (or its subsidiaries or affiliates) provided products or services during the last 24 months of the Executive’s employment.
Sample 1
Non-Solicitation by Executive 
Sample 1Sample 2

Related to Non-Solicitation by Executive

  • Termination by Executive The Executive may terminate his employment hereunder at any time for any reason by giving the Company prior written notice not less than 30 days prior to such termination. Any termination pursuant to this paragraph 3(e) shall preclude a later claim that such termination was for Good Reason.

  • Representation by Executive Executive hereby represents and warrants to Company that, as of the Effective Date, he is not party to any employment or other agreement or obligation with or to any third party which would preclude him from employment with Company and performing his obligations under this Agreement.

  • Resignation by Executive (a) Executive may resign from Executive’s employment with the Company at any time by giving notice as described in Section 7.1.

  • Voluntary Termination by Executive The Executive may voluntarily terminate his employment for any reason and such termination shall take effect 30 days after the receipt by Company of the Notice of Termination. Upon the effective date of such termination, Executive shall be entitled to (a) accrued and unpaid Salary and vacation through such termination date; and (b) all other compensation and benefits that were vested through such termination date. In the event Executive is terminated without notice, it shall be deemed a termination by the Company for Cause.

  • Release by Executive Having consulted with counsel, the Executive, on behalf of himself and each of his respective heirs, executors, administrators, representatives, agents, insurers, successors and assigns (collectively, and including the Executive, the “Releasors”) hereby irrevocably and unconditionally releases and forever discharges the Corporation, its parents (including GoodRx Holdings, Inc. (“Holdings”)), subsidiaries and affiliates and each of their respective officers, employees, directors, members, shareholders, parents, subsidiaries and agents (collectively, the “Releasees”) from any and all claims, actions, causes of action, rights, judgments, obligations, damages, demands, accountings or liabilities of whatever kind or character (collectively, “Claims”), which the Executive now has or may hereafter have against the Releasees, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof (including, without limitation, any Claims under any federal, state, local or foreign law that they may have, or in the future may possess, arising out of the Executive’s employment relationship with and service as an employee, officer or director of the Corporation, its parent entity (including Holdings) or any other subsidiaries of such parent entity, and the termination of such relationship or service); provided, however, that the Executive does not release, discharge or waive any rights to (i) payments and benefits provided under this Agreement or under any other agreement between Executive and any of the Releasees that would, by their nature, survive the termination of employment, (ii) equity and other securities of Holdings or rights under agreements with any of the Releasees related to the Executive’s equity securities of Holdings, (iii) benefit claims under any employee benefit plans in which Executive is a participant by virtue of his employment with the Corporation arising after the execution of this Agreement by Executive, (iv) any indemnification, advance or reimbursement rights the Executive may have in accordance with applicable law, indemnification agreements, certificate of incorporation or bylaws of Corporation, or under any director and officer liability insurance or other insurance maintained by the Corporation or a parent entity with respect to liabilities arising as a result of the Executive’s service as an officer and employee of such entities, and (v) claims that cannot be waived by an employee under applicable law. This Paragraph 3(a) does not apply to any Claims that the Executive may have as of the date the Executive signs this Agreement arising under the Federal Age Discrimination in Employment Act of 1967, as amended, and the applicable rules and regulations promulgated thereunder (“ADEA”) or any other claims that may not be released as a matter of law. Claims arising under ADEA are addressed in Paragraph 3(c) of this Agreement.

  • Termination by Executive with Good Reason Executive may terminate Executive’s employment with Good Reason by providing the Company fifteen (15) days’ written notice setting forth in reasonable specificity the event that constitutes Good Reason, which written notice, to be effective, must be provided to the Company within sixty (60) days of the occurrence of such event. During such fifteen (15) day notice period, the Company shall have a cure right (if curable), and if not cured within such period, Executive’s termination will be effective upon the date immediately following the expiration of the fifteen (15) day notice period, and Executive shall be entitled to the same payments and benefits as provided in Section 8(d) above for a termination without Cause, it being agreed that Executive’s right to any such payments and benefits shall be subject to the same terms and conditions as described in Section 8(d) above. Following termination of Executive’s employment by Executive with Good Reason, except as set forth in this Section 8(e), Executive shall have no further rights to any compensation or any other benefits under this Agreement.

  • Voluntary Resignation by Executive Executive may voluntarily resign Executive’s position with Company for any reason, at any time after the Effective Date, on five (5) days’ advance written notice. In the event of Executive’s resignation, Executive will be entitled to receive only the Base Salary for the five-day notice period and no other amount (other than amounts to which Executive is entitled pursuant to Section 5 or 6 hereof). All other Company obligations to Executive pursuant to this Agreement will become automatically terminated and completely extinguished upon termination of employment. In addition, Executive will not be entitled to receive any other Severance Benefits described in Section 7.2, above. The provisions of this Section 7.4 shall not apply to Executive’s resignation for Good Reason.

  • Breach by Executive Executive is obligated under this Agreement to render services of a special, unique, unusual, extraordinary, and intellectual character, which give this Agreement particular value. The loss of these services cannot be reasonably or adequately compensated in damages in an action at law. Accordingly, in addition to other remedies provided by law or this Agreement, Employer shall have the right during the Term and any period of non-competition governed by this Agreement, to seek injunctive relief against breach or threatened breach of this Agreement by Executive or the performance of services, or threatened performance of services, by Executive in violation of this Agreement, or both. This Section is not meant to limit the damages the Employer may pursue and is not meant to be an exhaustive list of the relief available to the Employer.

  • Assistance by Executive During the period of Executive’s employment by Company and thereafter, Executive shall assist Company and its nominee, at any time, in the protection of Company’s (or its affiliates’) worldwide right, title and interest in and to Work Product and the execution of all formal assignment documents requested by Company or its nominee and the execution of all lawful oaths and applications for patents and registration of copyright in the United States and foreign countries.

  • Termination by Executive other than for Good Reason Executive’s employment may be terminated by Executive without further liability on the part of Executive (other than with respect to those provisions of this Agreement expressly surviving such termination) by written notice to the Board of Directors at least sixty (60) days prior to such termination; provided, however, the Company may waive the notice period and accelerate the termination date without converting the Termination by Executive into a Termination by the Company.

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