NONCOMPETITION, NONSOLICITATION AND NONDISCLOSURE. (a) Executive hereby covenants and agrees that, for a period of one (1) year following a termination of employment in the circumstances described in Sections 7(e) or (f), Executive shall not, without the written consent of Company, either directly or indirectly:
(i) become an officer, employee, consultant, director, independent contractor, agent, joint venturer, partner or trustee of any business whatsoever that competes with the business of Company, the Bank or any Subsidiary other than the Bank.
(ii) solicit, offer employment to, or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any officer or employee of Company, the Bank or any Subsidiary other than the Bank to terminate his employment and accept employment or become affiliated with, or provide services for compensation in any capacity whatsoever to, any business whatsoever that competes with the business of Company, the Bank or any Subsidiary other than the Bank; or
(iii) solicit, provide any information, advice or recommendation or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any Protected Customer to terminate an existing business or commercial relationship with Company, the Bank or any Subsidiary other than the Bank.
(iv) For purposes of this Section 9(a), a business that “competes with the business of Company, the Bank or any Subsidiary other than the Bank” shall mean a depository financial institution doing business within twenty-five (25) miles of any office of the Bank in existence on the date of Executive’s termination of employment.
(b) During the Term and thereafter, Executive shall hold in a fiduciary capacity for the benefit of Company and its Subsidiaries all secret or confidential information, knowledge or data relating to Company and its Subsidiaries and their respective businesses, which shall have been obtained by Executive during Executive’s employment by Company, the Bank and any Subsidiary other than the Bank and which shall not be or become public knowledge (other than by acts by Executive or representatives of Executive in violation of this Agreement). Executive shall not, without the prior written consent of as applicable, Company, the Bank and such other Subsidiary or as may otherwise be required by law or legal process, communicate or divulge any such information, knowledge or data to anyone other than Com...
NONCOMPETITION, NONSOLICITATION AND NONDISCLOSURE. (a) Executive hereby covenants and agrees that, for the Restricted Period, he shall not, without the written consent of Company, either directly or indirectly:
(1) become an officer, employee, consultant, director, independent contractor, agent, joint venturer, partner or trustee of any business whatsoever that competes with the business of Company, the Bank or any Subsidiary other than the Bank in the United States.
(2) solicit, offer employment to, or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any officer or employee of Company, the Bank or any Subsidiary other than the Bank to terminate his employment and accept employment or become affiliated with, or provide services for compensation in any capacity whatsoever to, any business whatsoever that competes with the business of Company, the Bank or any Subsidiary other than the Bank in the United States; or
(3) solicit, provide any information, advice or recommendation or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any Protected Customer to terminate an existing business or commercial relationship with Company, the Bank or any Subsidiary other than the Bank.
(4) For purposes of this Section 9(a), a business that “competes with the business of Company, the Bank or any Subsidiary other than the Bank” shall mean a depository financial institution or venture debt fund the primary business of which is: the solicitation and acceptance of deposits of money and commercial paper from the venture capital markets and venture financed portfolio companies, the solicitation and funding of loans and the provision of other banking services to the venture capital markets and venture financed portfolio companies, and any other business engaged in by Company or the Bank as of Executive’s termination of employment which is related specifically to the venture capital markets. For the avoidance of doubt, it is expressly acknowledged that following termination (regardless of the reason therefor) of Executive’s employment with Company and Bank, should Executive desire to re-engage in a consulting business targeted to community banks not engaged the venture lending business, such business shall not be considered a business that competes with the business of the Company or the Bank.
(b) During the Term and thereafter, Executive shall hold in a fiduciary cap...
NONCOMPETITION, NONSOLICITATION AND NONDISCLOSURE. Each of the Members shall enter into a Noncompetition, Nonsolicitation and Nondisclosure Agreement with the Purchaser as of the Closing in the form attached as Schedule 6.5 (each, an “NCA”). The Members acknowledge and agree that the Purchaser would not enter into this Agreement or consummate the transactions contemplated hereby but for each such Member’s execution and delivery of such NCAs.
NONCOMPETITION, NONSOLICITATION AND NONDISCLOSURE. (a) VTE and each Stockholder (other than Amway) acknowledges:
(i) that each Stockholder has substantial special expertise and experience in the Business Activities and possesses substantial contacts with suppliers and customers of VTE, and that such expertise, experience and contacts have been built up over a number of years, including such Stockholder's period of ownership of VTE Common Stock;
(ii) that each Stockholder will be well-compensated under this Agreement for the expertise, knowledge and contacts he or she has obtained, as well as the goodwill that he or she has built up in VTE, and that this Section 8.14 is being executed as an integral part of such Stockholder's sale of all of his or her VTE Common Stock to Premiere pursuant to the Merger, an express element of which includes the sale of the goodwill such Stockholder's ownership and service has generated, and for which sale such Stockholder will receive substantial remuneration hereunder;
(iii) that each Stockholder has occupied a position of trust and responsibility with VTE in which he or she has had access to a substantial amount of VTE Confidential Information and VTE Trade Secrets, and that Premiere is entering into this Agreement in reliance upon such Stockholder's agreement not to use or disclose such VTE Trade Secrets and VTE Confidential Information, not to compete against Premiere or any Affiliate, and not to solicit Premiere's or any such Affiliates' customers during the time periods set forth in this Agreement;
(iv) that each Stockholder's special experience and his or her close identification with goodwill of VTE, the harm caused by such Stockholder's violation of the provisions of this Section 8.14 cannot reasonably or adequately be compensated solely by damages in an action at law;
(v) that each Stockholder is capable of competing with and substantially harming Premiere and its Affiliates and has more than adequate capital, experience, customer contract, supplier contact, name recognition and industry reputation to start a competing business, which would deprive Premiere of all or substantially all of its bargained for goodwill and other consideration in the transactions contemplated in this Agreement; and
(vi) that the terms of this Section 8.14 are necessary to protect Premiere's legitimate business interests and its rights in the VTE Trade Secrets and VTE Confidential Information and that Stockholder's competition with Premiere or any of its Affiliates or other violation of t...
NONCOMPETITION, NONSOLICITATION AND NONDISCLOSURE. As a material term of this Agreement and in order to protect the Goodwill and the trade secrets and the Business and Assets being purchased by Buyer, Seller and the Shareholders, jointly and severally, covenant and agree that, during the period commencing on the Closing Date and continuing for three (3) years:
(a) Neither Seller, the Shareholders, nor any affiliate of Seller or the Shareholders shall, directly or indirectly, either individually or on behalf of or with any Person, engage in the Business (other than on behalf of Buyer) in the State of Utah.
(b) Neither Seller, the Shareholders, nor any affiliate of Seller or the Shareholders shall, directly or indirectly, either individually or on behalf of or with any Person, solicit, directly or indirectly, any person who is, as of the Closing Date, or has been during the two years preceding the Closing Date, a customer of Seller.
(c) Neither Seller nor the Shareholders shall, nor shall they cause any of their respective Affiliates to, employ any person employed by Buyer during the Covenant Period or make any other solicitation with respect to the employment of such a person, unless Buyer first terminated the employment of such person.
(d) Unless otherwise required by law or expressly authorized in writing by Buyer, neither Seller nor Shareholder shall, nor shall they cause any of their respective Affiliates to use for the benefit of any person other than Buyer or, disclose directly or indirectly to any Person not in the employ of Buyer any information concerning the Assets or the Business or the business activities of Buyer not rightfully in the public domain, including lists of customers or suppliers, pricing strategies, business files and records, trade secrets and financial information.
(e) The parties hereto agree that the scope, duration and geographic area for which the covenants in this Section 6.2 are to be effective are reasonable. In the event that any court of competent jurisdiction finally determines that the scope, time period or geographic scope of any such covenant is unreasonable or excessive and that any covenant is to that extent made unenforceable, the parties agree that the restrictions of this Section 6.2 shall remain in full force and effect for the greatest scope, the greatest time period, and within the greatest geographic area that would not render it unenforceable (and such court is hereby authorized to so modify this Section 6.
NONCOMPETITION, NONSOLICITATION AND NONDISCLOSURE. For the avoidance of doubt, the provisions of Paragraph 4 of the Employment Agreement are incorporated by reference herein, and shall continue in full force and effect from and after the separation of Executive's employment; provided, however, that the provisions referenced below shall be amended as follows:
(a) Amendment to definition of “Restricted Period”. The term “Restricted Period” as set forth in Paragraph 4.2 of the Employment Agreement shall be amended in its entirety to mean during the period of Executive's employment with the Company and for a period of eighteen (18) months from the date of termination of employment for any reason, whether voluntary or involuntary.
NONCOMPETITION, NONSOLICITATION AND NONDISCLOSURE. (a) For the avoidance of doubt, the provisions of Section 5 of the Employment Agreement are incorporated by reference herein, and shall continue in full force and effect from and after the Termination Date; provided, however, that Executive acknowledges that any reference therein to “Business” means the provision of pharmaceutical products and ancillary services, including specialty pharmaceutical products and support services, to long-term care facilities, other healthcare service providers and recipients of services from such facilities, and any other businesses in which the Company or its affiliates is engaged in on the Termination Date, or in which the Company or its affiliates proposed to be engaged in within the 12 months preceding the Termination Date (but only if Executive, or any member of the Company’s business development or mergers and acquisitions teams, was actively engaged in the proposed business).
NONCOMPETITION, NONSOLICITATION AND NONDISCLOSURE. The Confidential Information and Restrictive Covenants provisions of the Offer Letter and the Noncompeitition Agreement continue to be in full force and effect and are hereby incorporated by reference. You understand and acknowledge that the Company will file a Current Report on Form 8-K with the Securities and Exchange Commission to report the departure from employment of an executive officer and that this Agreement will be filed as an exhibit to such Current Report.
NONCOMPETITION, NONSOLICITATION AND NONDISCLOSURE. (a) For the avoidance of doubt, Executive’s Noncompetition, Nonsolicitation and Nondisclosure Agreement that Executive executed on March 13, 2013, attached hereto as Exhibit A (the “Noncompetition Agreement”), is incorporated by reference herein, and its provisions – except for Sections 12, 16 and 17, to the extent they are in conflict with the provisions of this Agreement – shall continue in full force and effect from and after the Employment Termination Date.
(b) Further, Executive and Company have agreed that Executive’s Noncompetition Agreement will not preclude Executive from engaging directly or indirectly, whether as an employee, officer, manager, director, shareholder, partner, consultant, or representative, or in any other capacity, with an acute care hospital, so long as the acute care hospital is not a Customer (as defined in Executive’s Noncompetition Agreement). For the avoidance of doubt, the term Customer includes, but is not limited to, Kindred Healthcare, Inc.
NONCOMPETITION, NONSOLICITATION AND NONDISCLOSURE. (a) VTN and each Stockholder (other than Amway) acknowledges:
(i) that each Stockholder has substantial special expertise and experience in the Business Activities and possesses substantial contacts with suppliers and customers of VTN, and that such expertise, experience and contacts have been built up over a number of years, including such Stockholder's period of ownership of VTN Common Stock; (ii) that each Stockholder will be well-compensated under this Agreement for the expertise, knowledge and contacts he or she has obtained, as well as the goodwill that he or she has built up in VTN, and that this Section 8.14 is being executed as an integral part of such Stockholder's sale of all of his or her VTN Common Stock to Premiere pursuant to the Merger, an express element of which includes the sale of the goodwill such Stockholder's ownership and service has generated, and for which sale such Stockholder will receive substantial remuneration hereunder;
