Noncompetition and Nonsolicitation Agreements. Seller acknowledges and agrees that (i) Purchaser would not have entered into this Agreement to purchase the Assets but for the following noncompetition and nonsolicitation covenants of Seller, (ii) this Section 4.2 is supported by good and sufficient consideration and (iii) Seller and its directors, officers and stockholders possess information concerning the Business and the Assets that would enable them to injure Purchaser and diminish the value of the investment by Purchaser in the Business and the Assets if Seller or its directors, officers or stockholders should engage in any business that is competitive with the business conducted by Purchaser or Parent. Therefore, Seller (on behalf of itself and its directors, officers and stockholders) hereby agrees to the following:
(a) For a period of five (5) years after the Closing Date, Seller will not, directly or indirectly, engage in any business that provides the same or any substantially similar services or products as those included in the Business without the prior written consent of Purchaser, as specifically authorized or approved by its Board of Directors.
(b) For a period of five (5) years after the Closing Date, Seller agrees not to, directly or indirectly, solicit for employment or employ any employee of Purchaser, Parent or their subsidiaries, or any person who was an employee of Purchaser, Parent or their subsidiaries within 12 months prior to such solicitation or employment, or induce or attempt to induce any employee of Purchaser, Parent or their subsidiaries to terminate such employee’s employment.
(c) For purposes of this Section 4.2, the term “indirectly” means the performance of services or taking of any action by any business or entity in which Seller either owns or possesses more than a 5% interest in profits, losses or capital, or the right to direct or control such business or entity, or for which Seller acts as an agent or representative, or to which Seller provides consulting or advisory services, or any of the same by any person who is an officer or director of Seller.
Noncompetition and Nonsolicitation Agreements. Each of [Sellers Names] shall have executed and delivered to Buyer a Noncompetition Agreement in the form attached hereto as Exhibit B-1, and such Noncompetition Agreements shall be in full force and effect.
Noncompetition and Nonsolicitation Agreements. Company shall use its reasonable best efforts to cause each member of the Company Board identified on Schedule E-1 to have executed and delivered to Parent a Noncompetition Agreement in the form of Exhibit E-1 hereto and each of the executive officers of the Company and Company Bank identified on Schedule E-2 to have executed and delivered to Parent nonsolicitation agreements in the form of Exhibit E-2, in each case simultaneously with the execution of this Agreement.
Noncompetition and Nonsolicitation Agreements. Parent shall have received executed copies of each of the Noncompetition Agreements from each of the members of Company Board identified on Schedule E-1 and Nonsolicitation Agreements from each of the Company and Company Bank executive officers identified on Schedule E-2 concurrent with the execution of this Agreement.
Noncompetition and Nonsolicitation Agreements. Employee acknowledges and agrees that information, including the Confidential Information, he has acquired and will acquire during the course of his employment will enable Employee to irreparably injure Employer if Employee should engage in any business that is competitive with the business conducted by Employer. Employee also acknowledges that his position is one which requires public involvement with Employer, thus the position requires loyalty to preserve a positive public image of Employer and to prevent injury to Employer by participating in a competing business. Therefore, in consideration of the compensation and benefits provided to Employee and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, Employee hereby agrees as follows:
Noncompetition and Nonsolicitation Agreements. “Noncompetition and Nonsolicitation Agreements” shall mean the Noncompetition and Nonsolicitation Agreements described in Section 6.8 of this Agreement.
Noncompetition and Nonsolicitation Agreements. Concurrently with the execution and delivery of this Agreement, Parent, Merger Sub, and the persons identified in Section 1.5 of the Company Disclosure Schedules shall execute and deliver Noncompetition and Nonsolicitation Agreements, dated as of the date hereof and effective as of the Effective Time, in a form reasonably acceptable to Parent (the "NONCOMPETITION AGREEMENTS"), pursuant to which the persons listed in Section 1.5 of the Company Disclosure Schedules agree to refrain from competing or interfering with the business of the Company as continued by Parent and Merger Sub for the time period specified therein.
Noncompetition and Nonsolicitation Agreements. 49 VIII. CONDITIONS TO OBLIGATIONS OF THE COMPANY AND THE SELLERS.............................49
Noncompetition and Nonsolicitation Agreements. Concurrently herewith, (a) each of the Optionholders shall execute and deliver to the Company the Covenant Not to Compete and Confidentiality Agreement in the form attached hereto as Exhibit G-1, (b) each of Jon X. Xxtlxx, Xxxx X. Xxxin and Anthxxx Xxxxxxxx xxxll execute and deliver the Covenant Not to Solicit Employees and Confidentiality Agreement in the form attached hereto as Exhibit G-2, and (c) each of the Newco Shareholders named therein shall execute and deliver the Covenant Not to Solicit Employees and Confidentiality Agreement in the form attached hereto as Exhibit G-3.
Noncompetition and Nonsolicitation Agreements. Buyer shall have received (i) the Covenant Not to Compete and Confidentiality Agreements in the form attached hereto as Exhibit G-1, duly executed by each of the Optionholders, (ii) the Covenant Not to Solicit Employees and Confidentiality Agreements in the form attached hereto as Exhibit G-2, duly executed by each of Jon X. Xxtlxx, Xxxx X. Xxxin and Anthxxx Xxxxxxxx, xxd (iii) the Covenant Not to Solicit Employees and Confidentiality Agreements in the form attached hereto as Exhibit G-3, duly executed by each of the Newco Shareholders named therein.
