Common use of Nonsolicitation of Clients Clause in Contracts

Nonsolicitation of Clients. a. In consideration of this Agreement, Participant agrees that while Participant is employed by the Company or any of its affiliates, and for a period equal to the greater of (i) two hundred seventy (270) days immediately following the date Participant ceases to be an employee of the Company or any of its affiliates, or (ii) the period during which the Units continue to vest pursuant to Section 2.b. above, Participant will not (except on behalf of the Company) solicit financial services business from, or conduct financial services business with, any client of the Company or any of its affiliates which was a client of the Company or any of its affiliates with which Participant had any contact during the period of one year prior to the date Participant ceased to be an employee of the Company or any of its affiliates. This covenant applies to clients whether they are persons or entities. b. This covenant is effective immediately, and remains in force before and after the time the rights to Units granted under this Agreement vest and Shares are issued in settlement thereof, and after such Shares are transferred by the Participant. The parties intend that this Section 10 is severable from any other provision of this agreement, as provided in Section 13, and is also severable from any other promise or duty owed by Participant to the Company or any affiliate. c. The Participant agrees that this covenant is reasonably and properly necessary to protect the legitimate business interests of the Company and its affiliates. The Participant acknowledges that damages for the violation of this covenant will be inadequate and will not give full, sufficient relief to the Company and its affiliates, and that a breach of this covenant will constitute irreparable harm to the Company or its affiliates. Therefore, the Participant agrees that in the event of any violation of this covenant, the Company or any of its affiliates shall be entitled to compensatory damages and injunctive relief. d. Participant will reimburse and indemnify the Company or any of its affiliates for the actual costs incurred by the Company or its affiliates in enforcing this covenant, including, but not limited to, attorney's fees reasonably incurred in enforcement activity. e. While Participant is employed by the Company or any of its affiliates and for a period equal to the greater of (i) two hundred seventy (270) days immediately following the date Participant ceases to be an employee of the Company or any of its affiliates, or (ii) the period during which the Units continue to vest pursuant to Section 2.b. above, Participant will inform each new employer, prior to accepting employment, of the existence of this Agreement, including the prohibitions contained in this section, and provide that employer with a copy of it. Participant authorizes the Company to forward a copy of the prohibitions against competition as contained in this section to any actual or prospective new employer. f. This Section 10 will become null and void upon a Change in Control.

Nonsolicitation of Clients. a. In consideration of this Agreement, Participant agrees that while Participant is employed by the Company or any of its affiliatesAffiliates, and for a period equal to the greater of (i) two hundred seventy (270) days immediately following the date Participant ceases to be an employee of the Company or any of its affiliates, or (ii) the period during which the Units continue to vest pursuant to Section 2.b. abovefollowing, Participant will not (except on behalf of the Company) solicit financial services business from, or conduct financial services business with, any client of the Company or any of its affiliates Affiliates which was a client of the Company or any of its affiliates Affiliates with which Participant had any contact during the period of one year prior to the date Participant ceased to be an employee of the Company or any of its affiliatesAffiliates. This covenant applies to clients whether they are persons or entities. b. This covenant is effective immediately, and remains in force before and after the time the rights to Units Restricted Shares granted under this Agreement vest and Shares are issued in settlement thereofvest, and after such Restricted Shares are transferred by the Participant. The parties intend that this Section 10 is severable from any other provision of this agreement, as provided in Section 13, and is also severable from any other promise or duty owed by Participant to the Company or any affiliateAffiliate. c. The Participant agrees that this covenant is reasonably and properly necessary to protect the legitimate business interests of the Company and its affiliatesAffiliates. The Participant acknowledges that damages for the violation of this covenant will be inadequate and will not give full, sufficient relief to the Company and its affiliatesAffiliates, and that a breach of this covenant will constitute irreparable harm to the Company or its affiliatesAffiliates. Therefore, the Participant agrees that in the event of any violation of this covenant, the Company or any of its affiliates Affiliates shall be entitled to compensatory damages and injunctive relief. d. Participant will reimburse and indemnify the Company or any of its affiliates Affiliates for the actual costs incurred by the Company or its affiliates Affiliates in enforcing this covenant, including, but not limited to, attorney's fees reasonably incurred in enforcement activity. e. While Participant is employed by the Company or any of its affiliates Affiliates and for a period equal to the greater of (i) two hundred seventy (270) days immediately following the date Participant ceases to be an employee of the Company or any of its affiliates, or (ii) the period during which the Units continue to vest pursuant to Section 2.b. aboveAffiliates, Participant will inform each new employer, prior to accepting employment, of the existence of this Agreement, including the prohibitions contained in this section, and provide that employer with a copy of it. Participant authorizes the Company to forward a copy of the prohibitions against competition as contained in this section to any actual or prospective new employer. f. This Section 10 will become null and void upon a Change in Control.

Nonsolicitation of Clients. a. (a) In consideration of this Agreement, Participant Executive agrees that while Participant Executive is employed by the Company or any of its affiliatesAffiliates, and for a period equal to the greater of twenty-four (i24) two hundred seventy (270) days months immediately following the date Participant ceases to be an employee of the Company or any of its affiliatesfollowing, or (ii) the period during which the Units continue to vest pursuant to Section 2.b. above, Participant Executive will not (except on behalf of the Company) solicit financial services business from, or conduct financial services business with, any client of the Company or any of its affiliates Affiliates which was a client of the Company or any of its affiliates Affiliates with which Participant Executive had any contact during the period of one year prior to the date Participant Executive ceased to be an employee of the Company or any of its affiliatesAffiliates. This covenant applies to clients whether they are persons or entities. b. This covenant is effective immediately, and remains in force before and after the time the rights to Units granted under this Agreement vest and Shares are issued in settlement thereof, and after such Shares are transferred by the Participant. (b) The parties intend that this Section 10 Article 3 is severable from any other provision of this agreementAgreement, as provided in Section 139.10, and is also severable from any other promise or duty owed by Participant Executive to the Company or any affiliateCompany. c. (c) The Participant Executive agrees that this covenant is reasonably and properly necessary to protect the legitimate business interests of the Company and its affiliatesCompany. The Participant Executive acknowledges that damages for the violation of this covenant will be inadequate and will not give full, sufficient relief to the Company and its affiliatesCompany, and that a breach of this covenant will constitute irreparable harm to the Company or its affiliatesCompany. Therefore, the Participant Executive agrees that in the event of any violation of this covenant, the Company or any of its affiliates shall be entitled to compensatory damages damages, and injunctive relief. d. Participant (d) Executive will reimburse and indemnify the Company or any of its affiliates for the actual costs incurred by the Company or its affiliates in enforcing this covenant, including, but not limited to, attorney's fees reasonably incurred in enforcement activity. e. (e) While Participant Executive is employed by the Company or any of its affiliates Affiliates and for a period equal to the greater of twenty-four (i24) two hundred seventy (270) days months immediately following the date Participant Executive ceases to be an employee of the Company or any of its affiliatesAffiliates, or (ii) the period during which the Units continue to vest pursuant to Section 2.b. above, Participant Executive will inform each new employer, prior to accepting employment, of the existence of this Agreement, including the prohibitions contained in this sectionparagraph, and provide that employer with a copy of it. Participant Executive authorizes the Company to forward a copy of the prohibitions against competition as contained in this section paragraph to any actual or prospective new employer. f. This Section 10 will become null and void upon a Change in Control.

Nonsolicitation of Clients. a. (a) In consideration of this Agreement, Participant Executive agrees that while Participant Executive is employed by the Company or any of its affiliatesAffiliates, and for a period equal to the greater of twenty-four (i24) two hundred seventy (270) days months immediately following the date Participant ceases to be an employee of the Company or any of its affiliatesfollowing, or (ii) the period during which the Units continue to vest pursuant to Section 2.b. above, Participant Executive will not (except on behalf of the Company) solicit financial services business from, or conduct financial services business with, any client of the Company or any of its affiliates Affiliates which was a client of the Company or any of its affiliates Affiliates with which Participant Executive had any contact during the period of one year prior to the date Participant Executive ceased to be an employee of the Company or any of its affiliatesAffiliates. This covenant applies to clients whether they are persons or entities. b. This covenant is effective immediately, and remains in force before and after the time the rights to Units granted under this Agreement vest and Shares are issued in settlement thereof, and after such Shares are transferred by the Participant. (b) The parties intend that this Section 10 Article 3 is severable from any other provision of this agreementAgreement, as provided in Section 139.10, and is also severable from any other promise or duty owed by Participant Executive to the Company or any affiliateCompany. c. (c) The Participant Executive agrees that this covenant is reasonably and properly necessary to protect the legitimate business interests of the Company and its affiliatesCompany. The Participant Executive acknowledges that damages for the violation of this covenant will be inadequate and will not give full, sufficient relief to the Company and its affiliatesCompany, and that a breach of this covenant will constitute irreparable harm to the Company or its affiliatesCompany. Therefore, the Participant Executive agrees that in the event of any violation of this covenant, the Company or any of its affiliates shall be entitled to compensatory damages damages, and injunctive relief. d. Participant (d) Executive will reimburse and indemnify the Company or any of its affiliates for the actual costs incurred by the Company or its affiliates in enforcing this covenant, including, but not limited to, attorney's ’s fees reasonably incurred in enforcement activity. e. (e) While Participant Executive is employed by the Company or any of its affiliates Affiliates and for a period equal to the greater of twenty-four (i24) two hundred seventy (270) days months immediately following the date Participant Executive ceases to be an employee of the Company or any of its affiliatesAffiliates, or (ii) the period during which the Units continue to vest pursuant to Section 2.b. above, Participant Executive will inform each new employer, prior to accepting employment, of the existence of this Agreement, including the prohibitions contained in this sectionparagraph, and provide that employer with a copy of it. Participant Executive authorizes the Company to forward a copy of the prohibitions against competition as contained in this section paragraph to any actual or prospective new employer. f. This Section 10 will become null and void upon a Change in Control.