Non-Solicitation of Officers or Employees Sample Clauses

Non-Solicitation of Officers or Employees. From the date hereof and for the Applicable Period, the Undersigned shall not, directly or indirectly, without the prior written consent of CUNB or the Surviving Bank, on behalf of any Financial Institution, solicit or aid in the solicitation of any officer or employee or induce or attempt to induce any officer or employee of FENB, CUNB and/or the Surviving Bank to terminate such Person’s relationships with FENB, CUNB and/or the Surviving Bank. For purposes of this Section 2.3(b), the terms “officer” and “employee” shall mean the following: any person employed by FENB, CUNB and/or the Surviving Bank at the time of the solicitation or attempted solicitation, and/or any person who was employed by FENB, CUNB and/or the Surviving Bank at any time within the forty-five (45) days prior to the date of said solicitation or attempted solicitation. This prohibition shall not apply to general solicitations or attempted solicitations by employment agencies (so long as the agency was not directed to solicit a particular individual) or to general solicitations through employment advertisements that are placed in publications of general circulation or in trade journals.
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Non-Solicitation of Officers or Employees. From the date hereof and for the period ending on the later of: (i) two years from and after the Effective Date or, (ii) two year from and after the date on which the Undersigned is no longer a Director or employee of CUB or the Surviving Bank, the Undersigned shall not, directly or indirectly, without the prior written consent of CUB or the Surviving Bank, on behalf of any Financial Institution, solicit or aid in the solicitation of any officer or employee or induce or attempt to induce any officer or employee of PCB, CUB and/or the Surviving Bank to terminate such Person’s relationships with PCB, CUB and/or the Surviving Bank. From the date hereof and for any period that the Undersigned is employed by PCB, CUB or the Surviving Bank, the Undersigned, upon the reasonable request of PCB, CUB or the Surviving Bank, agrees to use his or her best efforts to retain the officers and employees of the Surviving Bank. For purposes of this Section 2.3(b), the terms “officer” and “employee” shall mean the following: any person employed by PCB, CUB and/or the Surviving Bank at the time of the solicitation or attempted solicitation, and/or any person who was employed by PCB, CUB and/or the Surviving Bank at any time within the forty-five (45) days prior to the date of said solicitation or attempted solicitation.
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Non-Solicitation of Officers or Employees. From the date hereof and for the period ending on the later of: (i) two (2) years from and after the Effective Date or, (ii) two (2) year from and after the date on which the Undersigned is no longer a Director or employee of PBSK, FCAL or the Surviving Bank, the Undersigned shall not, directly or indirectly, without the prior written consent of FCAL or the Surviving Bank, on behalf of any Financial Institution, solicit or aid in the solicitation of any officer or employee or induce or attempt to induce any officer or employee of PSBK, FCAL and/or the Surviving Bank to terminate such Person’s relationships with PSBK, FCAL and/or the Surviving Bank. From the date hereof and for any period that the Undersigned is employed by PSBK, FCAL or the Surviving Bank, the Undersigned, upon the reasonable request of PSBK, FCAL or the Surviving Bank, agrees to use Table of Contents
Sample 1
Non-Solicitation of Officers or Employees. The Undersigned agrees that during the Restricted Period, the Undersigned shall not, directly or indirectly, without the prior written consent of PCB and the Bank, or any successor, on behalf of any Financial Institution, solicit or aid in the solicitation of any officer or employee or induce or attempt to induce any officer or employee of PCB, NCB, the Bank or any successor to terminate such Person's employment with PCB, NCB the Bank, or any successor; provided, however, that nothing in this Agreement is intended to prohibit or restrict general advertising or solicitation not directed at such officers or employees. For purposes of this Section 3.3(b), the terms “officer” and “employee” shall refer to any person who was employed by PCB, NCB, the Bank and/or any successor at the time of the solicitation or attempted solicitation and/or any person who was employed by PCB, NCB, the Bank and/or any successor at any time within the one hundred eighty (180) days prior to the date of such solicitation or attempted solicitation.
Sample 1
Non-Solicitation of Officers or Employees. From the date hereof and for the period ending [executive officers: one year] [directors: two years] from and after the Effective Date, the Undersigned shall not, directly or indirectly, without the prior written consent of RBB Bancorp, RBB or the Surviving Bank, on behalf of any Financial Institution, solicit or aid in the solicitation of any officer or employee or induce or attempt to induce any officer or employee of TFC, the Bank, RBB Bancorp, RBB and/or the Surviving Bank to terminate such Person’s relationships with TFC, the Bank, RBB Bancorp, RBB and/or the Surviving Bank. From the date hereof and for any period that the Undersigned is employed by TFC, the Bank, RBB Bancorp, RBB or the Surviving Bank, the Undersigned, upon the reasonable request of TFC, the Bank, RBB Bancorp, RBB or the Surviving Bank, agrees to use his or her best efforts to retain the officers and employees of the Surviving Bank. For purposes of this Section 2.3(b), the terms “officer” and “employee” shall mean the following: (i) for the period of time that the Undersigned is employed by TFC, the Bank, RBB Bancorp, RBB or the Surviving Bank, the terms “officer” and “employee” shall refer to any person employed by TFC, the Bank, RBB Bancorp, RBB and/or the Surviving Bank at the time of the solicitation or attempted solicitation, and/or any person who was employed by TFC, the Bank, RBB Bancorp, RBB and/or the Surviving Bank at any time within the three (3) months prior to the date of said solicitation or attempted solicitation; or (ii) for the period of time following the Undersigned’s employment with RBB Bancorp, RBB or the Surviving Bank, the terms “officer” and “employee” shall refer to any person who was employed by RBB Bancorp, RBB and/or the Surviving Bank at the time of the termination of the Undersigned’s employment with RBB Bancorp, RBB or the Surviving Bank, or any person who was employed by TFC, the Bank, RBB Bancorp, RBB and/or the Surviving Bank at any time within the three (3) month period immediately preceding the termination of the Undersigned’s employment with TFC, the Bank, RBB Bancorp, RBB or the Surviving Bank. This prohibition shall not apply to general solicitations through employment advertisements that are placed in publications of general circulation or in trade journals.
Sample 1
Non-Solicitation of Officers or Employees. From the date hereof and for the period ending three years from and after the Closing Date, the Undersigned shall not, directly or indirectly, without the prior written consent of Patriot, on behalf of any Financial Institution or other entity, solicit or aid in the solicitation of any officer or employee or induce or attempt to induce any officer or employee of Patriot to terminate such Person’s relationships with Patriot. From the date hereof and for any period that the Undersigned is employed by Patriot, the Undersigned, upon the reasonable request of Patriot, agrees to use his or her best efforts to retain the officers and employees of the Patriot. For purposes of this Section 2.3(b), the terms “officer” and “employee” shall mean the following: (i) for the period of time that the Undersigned is employed by Patriot, the terms “officer” and “employee” shall refer to any person employed by Patriot at the time of the solicitation or attempted solicitation, and/or any person who was employed by Patriot at any time within the three (3) months prior to the date of said solicitation or attempted solicitation; or (ii) for the period of time following the Undersigned’s employment with Patriot, the terms “officer” and “employee” shall refer to any person who was employed by Patriot at the time of the termination of the Undersigned’s employment with Patriot, or any person who was employed by Patriot at any time within the three (3) month period immediately preceding the termination of the Undersigned’s employment with Patriot. This prohibition shall not apply to general solicitations through employment advertisements that are placed in publications of general circulation or in trade journals.
Sample 1

Related to Non-Solicitation of Officers or Employees

  • Non-Solicitation of Customers and Employees The Executive agrees that during the Term and for a period of two (2) years following the Termination of the Executive’s Employment, the Executive shall not, directly or indirectly, individually or jointly, (i) solicit in any manner, seek to obtain or service, or accept the business of any Customer for any product or service of the type offered by the Employer or competitive with the Company’s Business, (ii) solicit in any manner, seek to obtain or service, or accept the business of any Prospective Customer for any product or service of the type offered by the Employer or otherwise competitive with the Company’s Business, (iii) request or advise any Customer, Prospective Customer, or supplier of the Employer to terminate, reduce, limit, or change its business or relationship with the Employer, or (iv) induce, request, or attempt to influence any employee of the Employer to terminate his employment with the Employer.

  • Non-Solicitation of Company Employees Executive shall not, at any time during the Restricted Period (as defined below), without the prior written consent of the Company, engage in the following conduct (a "Solicitation"): (i) directly or indirectly, contact, solicit, recruit or employ (whether as an employee, officer, director, agent, consultant or independent contractor) any person who was or is at any time during the previous six months an employee, representative, officer or director of the Company; or (ii) take any action to encourage or induce any employee, representative, officer or director of the Company to cease his or her relationship with the Company for any reason. A "Solicitation" does not include any recruitment of employees for the Company.

  • Indemnification of Officers and Directors (a) From the Effective Time through the sixth (6th) anniversary of the date on which the Effective Time occurs, each of Parent and the Surviving Corporation, jointly and severally, shall indemnify and hold harmless each person who is now, or has been at any time prior to the date hereof, or who becomes prior to the Effective Time, a director, officer, fiduciary or agent of Parent or the Company and their respective Subsidiaries, respectively (the “D&O Indemnified Parties”), against all claims, losses, liabilities, damages, judgments, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements, incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to the fact that the D&O Indemnified Party is or was a director, officer, fiduciary or agent of Parent or of the Company, whether asserted or claimed prior to, at or after the Effective Time, in each case, to the fullest extent permitted under applicable Law. Each D&O Indemnified Party will be entitled to advancement of expenses incurred in the defense of any such claim, action, suit, proceeding or investigation from each of Parent and the Surviving Corporation, jointly and severally, upon receipt by Parent or the Surviving Corporation from the D&O Indemnified Party of a request therefor; provided that any such person to whom expenses are advanced provides an undertaking to Parent, to the extent then required by the DGCL, to repay such advances if it is ultimately determined that such person is not entitled to indemnification. (b) The provisions of the Organizational Documents of Parent with respect to indemnification, advancement of expenses and exculpation of present and former directors and officers of Parent that are set forth in the Organizational Documents of Parent as of the date of this Agreement shall not be amended, modified or repealed for a period of six (6) years from the Effective Time in a manner that would adversely affect the rights thereunder of individuals who, at or prior to the Effective Time, were officers or directors of Parent. The Organizational Documents of the Surviving Corporation shall contain, and Parent shall cause the Organizational Documents of the Surviving Corporation to so contain, provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of present and former directors and officers as those set forth in the Organizational Documents of Parent as of the date of this Agreement. (c) From and after the Effective Time, (i) the Surviving Corporation shall fulfill and honor in all respects the obligations of the Company to its D&O Indemnified Parties as of immediately prior to the Closing pursuant to any indemnification provisions under the Company’s Organizational Documents and pursuant to any indemnification agreements between the Company and such D&O Indemnified Parties, with respect to claims arising out of matters occurring at or prior to the Effective Time and (ii) Parent shall fulfill and honor in all respects the obligations of Parent to its D&O Indemnified Parties as of immediately prior to the Closing pursuant to any indemnification provisions under Parent’s Organizational Documents and pursuant to any indemnification agreements between Parent and such D&O Indemnified Parties, with respect to claims arising out of matters occurring at or prior to the Effective Time. (d) From and after the Effective Time, Parent shall maintain directors’ and officers’ liability insurance policies, with an effective date as of the Closing Date, on commercially available terms and conditions and with coverage limits customary for U.S. public companies similarly situated to Parent. In addition, Parent shall purchase, prior to the Effective Time, a six (6)-year prepaid “tail policy” (the “D&O Tail Policy”) for the non-cancellable extension of the directors’ and officers’ liability coverage of Parent’s existing directors’ and officers’ insurance policies for a claims reporting or discovery period of at least six (6) years from and after the Effective Time with respect to any claim related to any period of time at or prior to the Effective Time. During the term of the D&O Tail Policy, Parent shall not take any action following the Effective Time to cause the D&O Tail Policy to be cancelled or any provision therein to be amended or waived in any manner that would adversely affect in any material respect the rights of their former and current officers and directors. (e) From and after the Effective Time, Parent shall pay all expenses, including reasonable attorneys’ fees, that are incurred by the persons referred to in this Section 5.7 in connection with their successful enforcement of the rights provided to such persons in this Section 5.7. (f) All rights to exculpation, indemnification and advancement of expenses for acts or omissions occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Closing, now existing in favor of the current or former directors, officers or employees, as the case may be, of Parent or the Company as provided in their respective Organizational Documents or in any agreement shall survive the Merger and shall continue in full force and effect. The provisions of this Section 5.7 are intended to be in addition to the rights otherwise available to the current and former officers and directors of Parent and the Company by Law, charter, statute, bylaw or agreement, and shall operate for the benefit of, and shall be enforceable by, each of the D&O Indemnified Parties, their heirs and their representatives. (g) From and after the Effective Time, in the event Parent or the Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger, or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of Parent or the Surviving Corporation, as the case may be, shall succeed to the obligations set forth in this Section 5.7. Parent shall cause the Surviving Corporation to perform all of the obligations of the Surviving Corporation under this Section 5.7. The obligations set forth in this Section 5.7 shall not be terminated, amended or otherwise modified in any manner that adversely affects any D&O Indemnified Party, or any person who is a beneficiary under the policies referred to in this Section 5.7 and their heirs and representatives, without the prior written consent of such affected D&O Indemnified Party or other person

  • Resignation of Officers and Directors Parent shall have received a written resignation from each of the officers and directors of the Company effective as of the Effective Time.

  • Liability for directors, officers or employees You acknowledge and agree not to make any claim personally against any employee, director or officer arising out of the work and services provided under these Terms of Business. This clause does not in any way limit or affect our liability to you as set out below.

  • Non-Solicitation of Employees and Customers At all times during Employee's employment hereunder, or for such additional periods as may otherwise be set forth in this Agreement in reference to this Paragraph 15, Employee shall not, directly or indirectly, for himself or for any other person, firm, corporation, partnership, association or other entity (a) attempt to employ, employ or enter into any contractual arrangement with any employee or former employee of the Company, its affiliates, subsidiaries or predecessors in interest, unless such employee or former employee has not been employed by the Company, its affiliates, subsidiaries or predecessors in interest during the twelve months prior to Employee's attempt to employ him, or (b) call on or solicit any of the actual or targeted prospective customers of the Company or its affiliates, subsidiaries or predecessors in interest with respect to any matters related to or competitive with the business of the Company.

  • Responsibility of Dual Directors, Officers and/or Employees If any person who is a director, officer or employee of the Adviser is or becomes a Trustee, officer and/or employee of the Fund and acts as such in any business of the Fund pursuant to this Agreement, then such director, officer and/or employee of the Adviser shall be deemed to be acting in such capacity solely for the Fund, and not as a director, officer or employee of the Adviser or under the control or direction of the Adviser, although paid by the Adviser.

  • No Personal Liability of Directors, Officers, Employees and Stockholders No past, present or future director, officer, employee, incorporator or stockholder of the Company, as such, will have any liability for any obligations of the Company under the Indenture or the Notes or for any claim based on, in respect of, or by reason of, such obligations or their creation. By accepting any Note, each Holder waives and releases all such liability. Such waiver and release are part of the consideration for the issuance of the Notes.

  • Nonsolicitation of Protected Employees Executive understands and agrees that the relationship between the Company and each of its Protected Employees constitutes a valuable asset of the Company and may not be converted to Executive’s own use. Accordingly, Executive hereby agrees that during the Restricted Period, Executive shall not directly or indirectly on Executive’s own behalf or as a Principal or Representative of any Person or otherwise solicit or induce any Protected Employee to terminate his employment relationship with the Company or to enter into employment with any other Person.

  • Solicitation of Employees I agree that for a period of twelve (12) months immediately following the termination of my relationship with the Company for any reason, whether with or without cause, I shall not either directly or indirectly solicit, induce, recruit or encourage any of the Company’s employees to leave their employment, or take away such employees, or attempt to solicit, induce, recruit, encourage or take away employees of the Company, either for myself or for any other person or entity.

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