Common use of Nonrecruitment and Nonsolicitation Covenants Clause in Contracts

Nonrecruitment and Nonsolicitation Covenants. (a) Director hereby agrees that for one (1) year following the Effective Time, Director shall not, without the prior written consent of Ameris, directly or indirectly, on behalf of himself or any other Person, solicit, recruit or hire any employee of Ameris or any of Ameris’s Affiliated Companies who was an employee of Atlantic or Atlantic Coast Bank during Director’s service as a director of Atlantic or Atlantic Coast Bank; provided, however, that this Section 3(a) shall not apply with respect to any person who does not become an employee of Ameris or any of its Affiliated Companies upon consummation of the Merger (so long as any such person did not decline an offer of employment with Ameris or any of its Affiliated Companies upon the solicitation of, or recruitment by, Director). Nothing in this Section 3(a) is intended to prohibit general advertising or generally solicitation not specifically directed at employees of Ameris or any of Ameris’s Affiliated Companies. (b) Director hereby agrees that for one (1) year following the Effective Time, Director shall not, without the prior written consent of Ameris, directly or indirectly, on behalf of himself or any other Person, solicit or attempt to solicit for the purpose of providing any Business Activities (as hereinafter defined) any customer of Atlantic, Ameris or any of their Affiliated Companies, in each case, with whom Director had material contact on behalf of Atlantic or Atlantic Coast Bank in the course of Director’s service as a director of Atlantic or Atlantic Coast Bank. For purposes of this Section 3(b), “Business Activities” shall be any of the business activities conducted by Ameris, Atlantic or any of their Affiliated Companies as of the Effective Time, which the parties agree are the offering of commercial or consumer loans and extensions of credit, letters of credit, commercial and consumer deposits and deposit accounts, securities repurchase agreements and sweep accounts, cash management services, money transfer and xxxx payment services, payroll services, insurance brokerage services, investment advisory and management services, internet or electronic banking, automated teller machines, XXX and retirement accounts, mortgage loans and home equity lines of credit. (c) Director acknowledges that the term and scope of the covenants set forth in this Agreement are reasonable and agrees that he will not, in any action, suit or other proceeding, deny the reasonableness of, or assert the unreasonableness of, the premises, consideration or scope of the covenants set forth herein. Director and Ameris agree that Director’s obligations under the above covenants are separate and distinct under this Agreement, and the failure or alleged failure of Ameris to perform its obligations under any other provisions of this Agreement shall not constitute a defense to the enforceability of this covenant. Director and Ameris agree that if any portion of the foregoing covenants is deemed to be unenforceable because the time or scope of activities restricted is deemed to be too broad, then the court shall be authorized to substitute for the overbroad term an enforceable term that will enable the enforcement of the covenants to the maximum extent possible under Applicable Law. Director acknowledges and agrees that any breach or threatened breach of this covenant will result in irreparable damage and injury to Ameris and its Affiliated Companies and that Ameris will be entitled to exercise all rights, including, without limitation, obtaining one or more temporary restraining orders, injunctive relief and other equitable relief, including specific performance in the event of any breach or threatened breach of this Agreement, in any federal or state court of competent jurisdiction, and to exercise all other rights or remedies, at law or in equity, including, without limitation, the right to damages.

Nonrecruitment and Nonsolicitation Covenants. (a) Director Executive hereby agrees that for one eighteen (118) year months following the Effective Time, Director Executive shall not, without the prior written consent of Ameris, directly or indirectly, on behalf of himself or any other Person, solicit, recruit or hire any employee of Ameris or any of Ameris’s Affiliated Companies who was an employee of Atlantic or Atlantic Coast Bank during DirectorExecutive’s service as a an executive officer or director of Atlantic or Atlantic Coast Bank; provided, however, that this Section 3(a) shall not apply with respect to any person who does not become an employee of Ameris or any of its Affiliated Companies upon consummation of the Merger (so long as any such person did not decline an offer of employment with Ameris or any of its Affiliated Companies upon the solicitation of, or recruitment by, DirectorExecutive). Nothing in this Section 3(a) is intended to prohibit general advertising or generally solicitation not specifically directed at employees of Ameris or any of Ameris’s Affiliated Companies. (b) Director Executive hereby agrees that for one eighteen (118) year months following the Effective Time, Director Executive shall not, without the prior written consent of Ameris, directly or indirectly, on behalf of himself or any other Person, solicit or attempt to solicit for the purpose of providing any Business Activities (as hereinafter defined) any customer of Atlantic, Ameris or any of their Affiliated Companies, in each case, with whom Director Executive had material contact on behalf of Atlantic or Atlantic Coast Bank in the course of DirectorExecutive’s service as a an executive officer or director of Atlantic or Atlantic Coast Bank. (c) Executive hereby agrees that for six (6) months following the Effective Time, Executive shall not, without the prior written consent of Ameris, engage or participate in, or prepare or apply to commence, any Business Activities with, for or on behalf of any financial institution as a director, consultant, officer, employee, agent or shareholder, or on behalf of any other Person that competes in the Restricted Area (as hereinafter defined) with Ameris or any of Ameris’s Affiliated Companies with respect to Business Activities. For purposes of this Section 3(b)3, “Business Activities” shall be any of the business activities conducted by Ameris, Atlantic or any of their Affiliated Companies as of the Effective Time, which the parties agree are the offering of commercial or consumer loans and extensions of credit, letters of credit, commercial and consumer deposits and deposit accounts, securities repurchase agreements and sweep accounts, cash management services, money transfer and xxxx bxxx payment services, payroll services, insurance brokerage services, investment advisory and management services, internet or electronic banking, automated teller machines, XXX IXX and retirement accounts, mortgage loans and home equity lines of credit. For purposes of this Section 3(c), the “Restricted Area” shall be defined as the geographic area within the boundaries of each county in Florida and Georgia where Atlantic Coast Bank operates a banking office at the Effective Time and each county that is contiguous to each of such counties. Executive agrees that the Restricted Area is narrowly tailored to protect Ameris’s interest in customer relationships and goodwill. Nothing in this Section 3(c) shall prohibit Executive from acquiring or holding, for investment purposes only, less than five percent (5%) of the outstanding securities of any entity which may compete directly or indirectly with Atlantic, Ameris or any of their Affiliated Companies. (cd) Director Executive acknowledges that Ameris and each of its Affiliated Companies has a current and future expectation of business within the Restricted Area and from the current and proposed customers of Atlantic and Atlantic Coast Bank as a result of the acquisition of Atlantic by Ameris. Executive acknowledges that the term term, geographic area and scope of the covenants set forth in this Agreement are reasonable and agrees that he will not, in any action, suit or other proceeding, deny the reasonableness of, or assert the unreasonableness of, the premises, consideration or scope of the covenants set forth herein. Director Executive agrees that his position as an executive officer and director of Atlantic and Atlantic Coast Bank involves information relating to all aspects of the Business Activities and all of the Restricted Area. Executive further acknowledges that complying with the provisions contained in this Agreement will not preclude him from engaging in a lawful profession, trade or business, or from becoming gainfully employed. Executive and Ameris agree that DirectorExecutive’s obligations under the above covenants are separate and distinct under this Agreement, and the failure or alleged failure of Ameris to perform its obligations under any other provisions of this Agreement shall not constitute a defense to the enforceability of this covenant. Director Executive and Ameris agree that if any portion of the foregoing covenants is deemed to be unenforceable because the geography, time or scope of activities restricted is deemed to be too broad, then the court shall be authorized to substitute for the overbroad term an enforceable term that will enable the enforcement of the covenants to the maximum extent possible under Applicable Law. Director Executive acknowledges and agrees that any breach or threatened breach of this covenant will result in irreparable damage and injury to Ameris and its Affiliated Companies and that Ameris will be entitled to exercise all rights, including, without limitation, obtaining one or more temporary restraining orders, injunctive relief and other equitable relief, including specific performance in the event of any breach or threatened breach of this Agreement, in any federal or state court of competent jurisdiction, and to exercise all other rights or remedies, at law or in equity, including, without limitation, the right to damages.

Nonrecruitment and Nonsolicitation Covenants. (a) Director Executive hereby agrees that for one eighteen (118) year months following the Effective Time, Director Executive shall not, without the prior written consent of Ameris, directly or indirectly, on behalf of himself or any other Person, solicit, recruit or hire any employee of Ameris or any of Ameris’s Affiliated Companies who was an employee of Atlantic or Atlantic Coast Bank during DirectorExecutive’s service as a an executive officer or director of Atlantic or Atlantic Coast Bank; provided, however, that this Section 3(a) shall not apply with respect to any person who does not become an employee of Ameris or any of its Affiliated Companies upon consummation of the Merger (so long as any such person did not decline an offer of employment with Ameris or any of its Affiliated Companies upon the solicitation of, or recruitment by, DirectorExecutive). Nothing in this Section 3(a) is intended to prohibit general advertising or generally solicitation not specifically directed at employees of Ameris or any of Ameris’s Affiliated Companies. (b) Director Executive hereby agrees that for one eighteen (118) year months following the Effective Time, Director Executive shall not, without the prior written consent of Ameris, directly or indirectly, on behalf of himself or any other Person, solicit or attempt to solicit for the purpose of providing any Business Activities (as hereinafter defined) any customer of Atlantic, Ameris or any of their Affiliated Companies, in each case, with whom Director Executive had material contact on behalf of Atlantic or Atlantic Coast Bank in the course of DirectorExecutive’s service as a an executive officer or director of Atlantic or Atlantic Coast Bank. (c) Executive hereby agrees that for six (6) months following the Effective Time, Executive shall not, without the prior written consent of Ameris, engage or participate in, or prepare or apply to commence, any Business Activities with, for or on behalf of any financial institution as a director, consultant, officer, employee, agent or shareholder, or on behalf of any other Person that competes in the Restricted Area (as hereinafter defined) with Ameris or any of Ameris’s Affiliated Companies with respect to Business Activities. For purposes of this Section 3(b)3, “Business Activities” shall be any of the business activities conducted by Ameris, Atlantic or any of their Affiliated Companies as of the Effective Time, which the parties agree are the offering of commercial or consumer loans and extensions of credit, letters of credit, commercial and consumer deposits and deposit accounts, securities repurchase agreements and sweep accounts, cash management services, money transfer and xxxx payment services, payroll services, insurance brokerage services, investment advisory and management services, internet or electronic banking, automated teller machines, XXX and retirement accounts, mortgage loans and home equity lines of credit. For purposes of this Section 3(c), the “Restricted Area” shall be defined as the geographic area within the boundaries of each county in Florida and Georgia where Atlantic Coast Bank operates a banking office at the Effective Time and each county that is contiguous to each of such counties. Executive agrees that the Restricted Area is narrowly tailored to protect Ameris’s interest in customer relationships and goodwill. Nothing in this Section 3(c) shall prohibit Executive from acquiring or holding, for investment purposes only, less than five percent (5%) of the outstanding securities of any entity which may compete directly or indirectly with Atlantic, Ameris or any of their Affiliated Companies. (cd) Director Executive acknowledges that Ameris and each of its Affiliated Companies has a current and future expectation of business within the Restricted Area and from the current and proposed customers of Atlantic and Atlantic Coast Bank as a result of the acquisition of Atlantic by Ameris. Executive acknowledges that the term term, geographic area and scope of the covenants set forth in this Agreement are reasonable and agrees that he will not, in any action, suit or other proceeding, deny the reasonableness of, or assert the unreasonableness of, the premises, consideration or scope of the covenants set forth herein. Director Executive agrees that his position as an executive officer and director of Atlantic and Atlantic Coast Bank involves information relating to all aspects of the Business Activities and all of the Restricted Area. Executive further acknowledges that complying with the provisions contained in this Agreement will not preclude him from engaging in a lawful profession, trade or business, or from becoming gainfully employed. Executive and Ameris agree that DirectorExecutive’s obligations under the above covenants are separate and distinct under this Agreement, and the failure or alleged failure of Ameris to perform its obligations under any other provisions of this Agreement shall not constitute a defense to the enforceability of this covenant. Director Executive and Ameris agree that if any portion of the foregoing covenants is deemed to be unenforceable because the geography, time or scope of activities restricted is deemed to be too broad, then the court shall be authorized to substitute for the overbroad term an enforceable term that will enable the enforcement of the covenants to the maximum extent possible under Applicable Law. Director Executive acknowledges and agrees that any breach or threatened breach of this covenant will result in irreparable damage and injury to Ameris and its Affiliated Companies and that Ameris will be entitled to exercise all rights, including, without limitation, obtaining one or more temporary restraining orders, injunctive relief and other equitable relief, including specific performance in the event of any breach or threatened breach of this Agreement, in any federal or state court of competent jurisdiction, and to exercise all other rights or remedies, at law or in equity, including, without limitation, the right to damages.

Nonrecruitment and Nonsolicitation Covenants. (a) Director hereby agrees that for one (1) year following the Effective Time, Director shall not, without the prior written consent of Ameris, directly or indirectly, on behalf of himself or any other Person, solicit, recruit or hire any employee of Ameris or any of Ameris’s Affiliated Companies who was an employee of Atlantic or Atlantic Coast Bank during Director’s service as a director of Atlantic or Atlantic Coast Bank; provided, however, that this Section 3(a) shall not apply with respect to any person who does not become an employee of Ameris or any of its Affiliated Companies upon consummation of the Merger (so long as any such person did not decline an offer of employment with Ameris or any of its Affiliated Companies upon the solicitation of, or recruitment by, Director). Nothing in this Section 3(a) is intended to prohibit general advertising or generally solicitation not specifically directed at employees of Ameris or any of Ameris’s Affiliated Companies. (b) Director hereby agrees that for one (1) year following the Effective Time, Director shall not, without the prior written consent of Ameris, directly or indirectly, on behalf of himself or any other Person, solicit or attempt to solicit for the purpose of providing any Business Activities (as hereinafter defined) any customer of Atlantic, Ameris or any of their Affiliated Companies, in each case, with whom Director had material contact on behalf of Atlantic or Atlantic Coast Bank in the course of Director’s service as a director of Atlantic or Atlantic Coast Bank. For purposes of this Section 3(b), “Business Activities” shall be any of the business activities conducted by Ameris, Atlantic or any of their Affiliated Companies as of the Effective Time, which the parties agree are the offering of commercial or consumer loans and extensions of credit, letters of credit, commercial and consumer deposits and deposit accounts, securities repurchase agreements and sweep accounts, cash management services, money transfer and xxxx bxxx payment services, payroll services, insurance brokerage services, investment advisory and management services, internet or electronic banking, automated teller machines, XXX IXX and retirement accounts, mortgage loans and home equity lines of credit. (c) Director acknowledges that the term and scope of the covenants set forth in this Agreement are reasonable and agrees that he will not, in any action, suit or other proceeding, deny the reasonableness of, or assert the unreasonableness of, the premises, consideration or scope of the covenants set forth herein. Director and Ameris agree that Director’s obligations under the above covenants are separate and distinct under this Agreement, and the failure or alleged failure of Ameris to perform its obligations under any other provisions of this Agreement shall not constitute a defense to the enforceability of this covenant. Director and Ameris agree that if any portion of the foregoing covenants is deemed to be unenforceable because the time or scope of activities restricted is deemed to be too broad, then the court shall be authorized to substitute for the overbroad term an enforceable term that will enable the enforcement of the covenants to the maximum extent possible under Applicable Law. Director acknowledges and agrees that any breach or threatened breach of this covenant will result in irreparable damage and injury to Ameris and its Affiliated Companies and that Ameris will be entitled to exercise all rights, including, without limitation, obtaining one or more temporary restraining orders, injunctive relief and other equitable relief, including specific performance in the event of any breach or threatened breach of this Agreement, in any federal or state court of competent jurisdiction, and to exercise all other rights or remedies, at law or in equity, including, without limitation, the right to damages.