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 have the meaning set forth in Section 6.12 of this Agreement.
Noncompetition and Nonsolicitation Agreements. In return for Severance Payments under this Agreement the Employee hereby agrees that, during the period commencing as of the Effective Date and ending as of the first anniversary of the Employee's Termination Date, the Employee will not (i) accept employment or render service to any person that is engaged in a business directly competitive with the business then engaged in by the Company or any of its affiliates, (ii) enter into or take part in or lend his/her name as principal, director, officer, executive, independent contractor, partner or advisor, or accept employment for any purpose that would be competitive with the business of the Company or any of its affiliates (all of the foregoing activities are collectively referred to as the "Prohibited Activity") or (iii) directly or indirectly, on behalf of the Employee or any other person, solicit for employment or employ any person who, at any time during the six-month period preceding the date of such solicitation or employment, was an employee of the Company or any of its affiliates. The foregoing notwithstanding, if the Employee violates a provision of this Section 5, all benefits under this Agreement shall immediately cease. It shall not be considered a violation of this Agreement for the Employee to be a passive investor in any enterprise that might be viewed as a competitor of the Company. It is further agreed that in the event of any breach of this Section 5, the Company shall also be entitled to terminate any Severance Benefits, including, but not limited to, the Severance Payments, provided to the Employee under this Agreement. The Employee acknowledges, agrees and stipulates that: (i) the terms and provisions of this Agreement are reasonable and constitute an otherwise enforceable agreement to which the terms and provisions of this paragraph are ancillary or a part of as contemplated by TEX. BUS. & COM. CODE ANN. Sections 15.50-15.52, or any successor provisions; (ii) the cxxxideration provided by the Company under this Agreement is not illusory; and (iii) the consideration given by the Company under this Agreement, gives rise to the Company's interest in restraining and prohibiting the Employee from engaging in the Prohibited Activity as provided under this Section 5, and the Employee's covenant not to engage in the Prohibited Activity pursuant to this Section 5 is designed to enforce the Employee's consideration (or return promises). If the Company initiates a judicial proceeding against the E...
Noncompetition and Nonsolicitation Agreements. At the Closing, --------------------------------------------- each of the Shareholders listed on Schedule 6.3 shall execute and deliver to the Buyer a noncompetition and nonsolicitation agreement substantially in the form of either Exhibit 6.3(a) or Exhibit 6.3(b) attached hereto (collectively, the "Noncompetition and Nonsolicitation Agreements").
Noncompetition and Nonsolicitation Agreements. Schedule 5.19 sets forth all agreements containing covenants not to compete or solicit employees to which the Company is bound or under which the Company has any material rights or obligations.
Noncompetition and Nonsolicitation Agreements. Schedule 6.15 sets forth all agreements containing covenants not to compete or solicit employees to which PointeCom is bound or under which PointeCom has any material rights or obligations.
Noncompetition and Nonsolicitation Agreements. In connection with the consummation of these transactions, Robexx X. Xxxxxx ("Xhivxx")xxall have executed a Noncompetition Agreement substantially in the form of Exhibit B-1 and Company shall have paid to Shiver the cash consideration set forth in the Noncompetition Agreement together with all severance payment obligations due to Shiver. Each of Jamex X. Xxxxxxx, Xxhn Xxx, Xxchxxx Xxxx, Xxchxxx Xxxxxxxxx, Xxn Xxxxxxxxx xxx Edwaxx Xxxot will have executed a nonsolicitation agreement substantially in the form of Exhibit B-2 (the "Nonsolicitation Agreement"), and Company shall have paid to each of them the cash consideration set forth in the Nonsolicitation Agreement. Buyer's remedy for a breach of the Noncompetition Agreement or Nonsolicitation Agreements will not be limited to any amount given as consideration for the Noncompetition Agreement or Non-solicitation Agreements and that Buyer's remedies will be as specified in the Noncompetition Agreement or Non-solicitation Agreements, as the case may be.
