Solicitation Restriction. A. During any period in which I am employed by the Company and for a period of one year thereafter, I shall not, directly or indirectly, engage in any conduct intended or reasonably calculated to solicit, approach, recruit, induce or urge any employee, independent contractor, or agent of the Company to discontinue, in whole or in part, his/her employment relationship with the Company. The restrictions in this paragraph apply only to those employees, independent contractors, or agents of the Company who at any time during the twelve months preceding termination of my employment with the Company: (a) I worked with in my department, (b) I had material contact with, or (c) I supervised.
Solicitation Restriction. (a) Except with respect to this Agreement and the transactions contemplated hereby, neither Seller nor any "affiliate" (as defined below) thereof, nor any Representative retained by Seller or Bank, shall directly or indirectly initiate, solicit, encourage or otherwise facilitate any inquiries or the making of any proposal or offer that constitutes, or may reasonably be expected to lead to, any "Takeover Proposal" (as defined below) by any other party. Except to the extent necessary to comply with the fiduciary duties of Seller's Board of Directors to the Seller's shareholders as advised in writing by counsel to such Board of Directors (a copy of which shall be provided to Buyer), neither Seller nor any affiliate or Representative thereof shall furnish any nonpublic information that it is not legally obligated to furnish or negotiate or enter into any agreement or contract with respect to any Takeover Proposal, and Seller shall direct and use its reasonable efforts to cause its affiliates or Representatives not to engage in any of theforegoing, but Seller may communicate information about such a Takeover Proposal to its shareholders if and to the extent it is required to do so in order to comply with its legal obligations as advised in writing by counsel (a copy of which shall be provided to Buyer). Seller shall promptly notify Buyer orally and in writing in the event that it receives any inquiry or proposal relating to such transaction. Seller shall immediately cease and cause to be terminated as of the date of this Agreement any existing activities, discussions or negotiations with any other parties conducted heretofore with respect to any of the foregoing. As used in this Section 5.02, an "affiliate" of a party means (1) any other party directly or indirectly controlling, controlled by or under common control with such party, (2) any executive officer, director, partner, employer or direct or indirect beneficial owner of a 10% or greater equity or voting interest in such party, or (3) any other party for which a party described in clause (2) acts in any such capacity. As used in this Section 5.02, "Takeover Proposal" shall mean any proposal for a merger or other business combination involving Bank or for the acquisition of a significant equity interest (25% or more) in Bank (unless through a merger or other business combination with the Seller) or for the acquisition of a significant portion of the assets or liabilities of the Bank. "Takeover Proposal" s...
Solicitation Restriction. 32- ------------------------ Section 7.11 Xxxx-Xxxxx-Xxxxxx................................................................. -32- ----------------- Section 7.12 Investments....................................................................... -33- ----------- Section 7.13 Covenant Not to Compete........................................................... -33- ----------------------- Section 7.14 Non-Disclosure.................................................................... -35- -------------- Section 7.15 Certain Remedies.................................................................. -35- ---------------- Section 7.16 Further Assurance................................................................. -35- -----------------
Solicitation Restriction. Until the Closing or earlier termination of this Agreement in accordance with its terms, neither Seller nor any of its affiliates, nor any of their respective officers, employees, representatives, agents or other persons controlled by Seller or its affiliates, shall directly or indirectly encourage, assist, solicit or initiate discussions or negotiations with, or provide any information to any person, entity or group (other than Buyer) concerning the acquisition of any equity interest in the Bank, whether contingent or actual, or enter into any merger, consolidation, liquidation, dissolution, disposition of assets, or like transaction involving the Bank after the date hereof.
