Noncompetition Nonsolicitation and Nondisparagement. The Executive acknowledges and agrees with the Company that, during the course of the Executive's employment with the Company, the Executive has had and will continue to have the opportunity to develop relationships with existing employees, customers and other business associates of the Company, which relationships constitute goodwill of the Company, and the Executive acknowledges and agrees that the Company would be irreparably damaged if the Executive were to take actions that would damage or misappropriate such goodwill. The Executive accordingly covenants and agrees as follows:
(a) The Executive acknowledges that the Company currently conduct throughout the United States (the "Territory") the business of direct marketing merchandise and membership services including without limitation customer segmentation and modeling (the "Subject Business"). Accordingly, in consideration of the covenants of the Company pursuant to this Agreement, from the date hereof until the first anniversary of the Termination Date (the "Noncompete Period"), the Executive shall not, directly or indirectly, enter into, engage in, assist, give or lend funds to or otherwise finance, be employed by or consult with, or have a financial or other interest in, any business which engages in the Subject Business and markets programs, products or services similar to those of the Company as of the Termination Date, whether for or by himself or as an independent contractor, agent, stockholder, partner or joint venturer for any other Person, provided that the aggregate ownership by the Executive of no more than two percent of the outstanding equity securities of any Person, which securities are traded on a national or foreign securities exchange, quoted on the Nasdaq Stock Market or other automated quotation system shall not be deemed to be giving or lending funds to, otherwise financing or having a financial interest in a competitor. In the event that any Person in which the executive has any financial or other interest directly or indirectly enters into the Subject Business in the Territory during the Noncompete Period, the Executive shall divest all of his interest (other than any amount permitted under this paragraph) in such Person within 30 days after such Person enters into the Subject Business in the Territory.
(b) The Executive covenants and agrees that during the period commencing with the date of this Agreement and ending on the first anniversary of the Termination Date, the Executi...
Noncompetition Nonsolicitation and Nondisparagement. You acknowledge that in the course of your employment with Avantor or any of its Subsidiaries or Affiliates you will become familiar with Avantor’s and its Subsidiaries’ and Affiliates’ trade secrets and with other confidential information concerning Avantor and such Subsidiaries and Affiliates and that your services will be of special, unique and extraordinary value to Avantor and such Subsidiaries and Affiliates. Therefore, you agree that:
Noncompetition Nonsolicitation and Nondisparagement. Employee agrees that during the period he is receiving the severance benefits described in Paragraph 5 (a) he will not compete with the Employer for himself or on behalf of another as an employee, owner, consultant or in any other capacity, in any geographic area in which the Employer conducts business, and (b) he will not solicit any customer, supplier, contractor, vendor or employee of Employer to change its relationship with Employer. Employee further agrees that he will not disparage Employer or its related entities, or any of their officers, directors, shareholders, members or employees at any time during or after his employment with Employer. The Employer’s obligation to pay severance benefits to Employee terminates on the first day Employee violates any of his obligations under this paragraph and Employee must return to Employer any severance benefits paid to him by the Employer on or after the first day Employee violates any of his obligations under this paragraph.
Noncompetition Nonsolicitation and Nondisparagement. In consideration for this Agreement and to protect the business and goodwill purchased by Frontier pursuant to the Merger Agreement, Executive agrees that he will not, directly or indirectly, do any of the following:
2.1 For a one-year period commencing on the first day after the effective time of the Merger (the “Effective Time”), (a) become involved in, as a principal shareholder, director, officer, founder, employee, consultant or other agent (each of the foregoing relationships, hereinafter referred to as an “Affiliate”) of any Financial Institution (as defined below) in any of the Washington state counties of Island, San Jxxx, Skagit, Snohomish and Whatcom (individually and collectively, the “Counties”), or (b) have any responsibility for a Financial Institution’s organization or operation in any of the Counties; provided, however, that Executive may acquire and passively own an interest not exceeding 2% of the total equity interest in any Financial Institution in any of the Counties that is traded on NASDAQ or another U.S. stock exchange. For purposes of this Agreement, the term “Financial Institution” means any bank holding company or financial holding company, state or national bank, state or federal savings and loan association, mutual savings bank, or state or federal credit union, trust company or mortgage company (including without limitation, any organizing entity of any such Financial Institution) located in any of the Counties.
2.2 For a two-year period commencing on the first day after the effective time of the Merger (the “Effective Time”), (a) solicit or attempt to solicit (i) any employees of Frontier to leave their employment, or (ii) any customers of Frontier to remove or transfer any of their business from Frontier, or (b) otherwise interfere with, disrupt or attempt to disrupt the relationship, contractual or otherwise, between Frontier and any of Frontier’s customers or employees. Solicitation prohibited under this section includes solicitation by any means, including, without limitation, meetings, letters or other mailings, electronic communications of any kind, and Internet communications; provided, however, that solicitation prohibited under this paragraph does not include solicitation through general advertising that is not specifically directed to or targeting the employees of Frontier or Frontier Bank.
Noncompetition Nonsolicitation and Nondisparagement. 1.1 Company’s Provision and Disclosure of Its Confidential Information, Trade Secrets, and Specialized Training to Executive. The Company places a high value on maintaining the confidentiality and value of the Confidential Information, its goodwill, and its customer, client, business partner and other business relationships, as described in this Agreement. The Company promises that, upon and after Executive’s and during Executive's employment with the Company, it will disclose or make available to Executive its Confidential Information, including its trade secrets, and will provide Executive specialized training concerning the Company Business. The Confidential Information and specialized training provided to Executive will be as necessary for Executive to perform Executive’s duties and responsibilities to the Company.
1.2 Covenant Not to Solicit, Hire or Encourage Company Employees, Contractors, Business Partners, Suppliers, or Vendors. In exchange for the Company’s agreement to disclose and disclosure of the Confidential Information, including trade secrets, to Executive and the Company's agreement to provide and provision of specialized training to Executive, except where the Company provides its prior written consent, Executive will not, for a period of two (2) years after the date on which Executive's employment ends for any reason ("Restricted Period"), directly or indirectly induce, solicit, recruit, or encourage any Company employee to leave his or her employment with the Company, any contractor of the Company to cease providing services to or for the Company, or any business partner, supplier or vendor of the Company to cease doing business with the Company, to the extent Executive had a business relationship with or Confidential Information about the employee, contractor, business partner, vendor, or supplier at any time during Executive’s employment with the Company. Executive further agrees that Executive will not, during the Restricted Period, directly or indirectly hire, cause to be hired, or participate in the recruitment or hire of, by any person or entity, any employee or contractor of the Company who then is employed by or contracted with the Company or who was employed by or contracted with Company during the six (6) month period prior to Executive’s termination, resignation, or separation of employment from the Company to the extent Executive had a business relationship with or Confidential Information about such employee or contractor....
Noncompetition Nonsolicitation and Nondisparagement. If a Change in Control occurs and within two years thereafter your employment with the Company is terminated either by you for Good Reason or by the Company Without Cause, and you are receiving payments from the Company pursuant to this Agreement, then for a period of three years from the Date of Termination of your employment you agree that without the written consent of the Company, you will not, either directly or indirectly, (a) engage in, make any investment in, advise, assist or render any services to any person or entity in competition with the business of the Company or its subsidiaries, (b) solicit for employment or hire any individual who was employed by the Company or its subsidiaries at any time on or after that date which is six (6) months prior to the Date of Termination of your employment, or directly or indirectly, entice, solicit or seek to induce or influence any such individual to leave his or her employment, or (c) disparage the Company or its subsidiaries, or any of their respective directors, officers or associates, either publicly or privately, or otherwise make statements that cast any of the Company or its subsidiaries, or any of their respective directors, officers or associates, in an unfavorable light. Notwithstanding the foregoing, you may own less than one percent of the combined voting power of all issued and outstanding voting securities of any publicly held corporation whose stock is traded on a major stock exchange.
Noncompetition Nonsolicitation and Nondisparagement. 1During Executive’s employment, Executive shall not plan, organize or engage in any business competitive with the Company or any product or service marketed or planned for marketing by the Company or assist or work with any other person or entity to do so.
Noncompetition Nonsolicitation and Nondisparagement. (a) For a period of three (3) years after the Closing Date:
(i) each Company Stockholder, by its execution of this Agreement, hereby covenants and agrees that it shall not, directly or indirectly, engage, invest in, own, manage, operate, finance, control, advise, render services to, guarantee the obligations of, be employed by, be associated with, or in any manner be connected with any Person engaged in any business that the Company conducts as of the Closing Date, including the Business, in any geographic area in which the Company conducts such business as of the Closing Date; provided, however, that each Company Stockholder may acquire or otherwise own less than 5% of the outstanding capital stock of a Person that is listed on any national securities exchange or which is registered under Section 12(g) of the Securities Exchange Act of 1934, as amended;
(ii) each Company Stockholder, by its execution of this Agreement, hereby covenants and agrees that it shall not, directly or indirectly, (A) cause, induce, or attempt to cause or induce any employee, agent, or independent contractor of the Company to terminate such relationship; (B) in any way interfere with the relationship between the Company and any of its employees, agents, or independent contractors; or (C) hire, retain, employ, or otherwise engage or attempt to hire, retain, employ, or otherwise engage as an employee, independent contractor, or otherwise, any employee, agent or independent contractor of the Company; and
(iii) each Company Stockholder, by its execution of this Agreement, hereby covenants and agrees that it shall not, directly or indirectly, (A) solicit, induce, or otherwise cause, or attempt to solicit, induce, or otherwise cause, any customer, supplier, licensor, licensee, or any prospective customer, supplier, licensor, or licensee that has been contacted or targeted for contact by the Company on or before the Closing Date, or any other Person engaged in a business relationship with the Company, to (1) terminate, curtail, or otherwise modify its relationship with the Company or (2) engage in business with a competitor of the Company, or (B) interfere in any way with the relationship between the Company, and any of its customers, suppliers, licensors, licensees, or any such prospective customers, suppliers, licensors, or licensees, or any other Person engaged in a business relationship with the Company.
(b) Each Company Stockholder, by its execution of this Agreement, hereby covenan...
Noncompetition Nonsolicitation and Nondisparagement. In view of the Executive's position and his access to Confidential Information, as defined below, the Executive agrees by accepting this Agreement that, the Executive shall not, during Executive's employment with the Corporation and for a period of (A) twelve (12) months after any termination thereof in the case of clauses (i) and (ii) below and (B) twenty-four (24) months after any termination thereof in the case of clauses (iii)-(viii) below, without the Corporation's prior written consent, directly or indirectly, alone or as a partner, joint venturer, officer, director, employee, consultant, agent or stockholder (other than a less than 5% stockholder of a publicly traded company) (i) engage in any activity which is in competition with the business, the products or services of the Corporation, (ii) directly or indirectly solicit or hire any of the Corporation's employees or consultants, (iii) hire any of the Corporation's employees or consultants if Executive is engaged in any activity which is in competition with the business, the products or services of the Corporation, (iv) directly or indirectly solicit any of the Corporation's employees or consultants on behalf of any business or entity that is competitive with the business, products or services of the Corporation, (v) directly or indirectly solicit any customers of the Corporation on behalf of any business or entity that is competitive with the business, products or services of the Corporation, (vi) actively encourage employees or consultants to leave the Corporation, (vii) make any negative or derogatory comment to any third party, including current employees, consultants, customers and prospects of the Corporation and the press, regarding the Corporation, its business or related activities, or the relationship between the Corporation and Executive or (viii) otherwise breach his Confidential Information obligations. Notwithstanding the foregoing, nothing herein shall restrict the Executive from employment with any entity which is in competition with the Corporation, if (a) the business unit of such entity which competes with the Corporation is not a principal business of such entity and (b) if the Executive's duties with respect to such entity do not involve the activities which are in competition with the Corporation.
Noncompetition Nonsolicitation and Nondisparagement. You acknowledge that in the course of your employment with the Company or any of its Subsidiaries or Affiliates you will become familiar with the Company’s and its Subsidiaries’ and Affiliates’ trade secrets and with other confidential information concerning the Company and such Subsidiaries and Affiliates and that your services will be of special, unique and extraordinary value to the Company and such Subsidiaries and Affiliates. Therefore, you agree that:
