TERMINATION COVENANTS. For the purposes of clause 20 the term “Termination Date” shall mean the date of the termination of the Employment howsoever caused (including, without limitation, termination by the Company which is in repudiatory breach of this agreement).
TERMINATION COVENANTS. The covenants set forth in this Section 5, except for Subsection 5.7, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (iii) upon a Deemed Liquidation Event, whichever event occurs first.
TERMINATION COVENANTS. 7.1 At such time as Employee's employment by Employer terminates, whether during the initial term of employment or thereafter, Employee agrees that for six (6) months following such termination he will not engage (either individually or as an employee, director, consultant or representative of any other person or entity) in any business activity in which the Holding Company or any of its subsidiaries engages or has formulated plans to engage, within a twenty-five (25) mile radius of any location of the Holding Company, or any location of its subsidiary banks.
7.2 Furthermore, for one (1) year following such termination, Employee agrees that he will not, without the prior written consent of Employer: (i) furnish anyone with the name of, or any list or lists which identify, any customers or stockholders of the Employer or utilize such list or information himself; (ii) furnish, use, or divulge to anyone any confidential information of Employer acquired by him from Employer and relating to Employer's business activities; (iii) contact directly or indirectly any customer of Employer for the purpose of soliciting such person's business for another bank or similar financial institution; (iv) hire for any other employer (including himself) any employee of Employer or directly or indirectly cause such employee to leave his or her employment to work for another; (v) pursue an actual or potential business opportunity of interest to and which could be pursued by Employer which came to the attention of Employee in connection with his employment with Employer and which Employee had not previously offered in writing to Employer with sufficient advance notice to allow Employer to examine and pursue or reject such opportunity. Excepted from the requirements of subparagraphs (i) and (ii) in this paragraph is any information which is or becomes publicly available information through no fault or act of Employee.
7.3 It is understood and agreed by the parties hereto that the provisions of this section are independent of each other, and to the extent any provision or portion thereof shall be determined by a court of competent jurisdiction to be unenforceable, such determination shall not affect the validity or enforceability of any other provision of this paragraph or the remainder of this Agreement.
TERMINATION COVENANTS. The Executive shall be bound by the post termination covenants applicable to him and set out in Part F of the Schedule hereto.
TERMINATION COVENANTS. At such time as Employee's employment by Employer terminates, whether during the initial term hereof or thereafter, Employee agrees that for one (1) year following such termination he will not serve as a director, officer at the Vice President level or higher, or organizer or promoter of, or provide executive management services to, any entity engaged in banking activities which are competitive with those in which the Bank has engaged within the twelve (12) months immediately preceding such termination within fifteen (15) miles of the outside boundary of the Bank's Primary Service Area, as identified in the national bank charter application filed by Employer with the O.C.C., as that Primary Service Area has been or may be amended from time to time with the O.C.C.'s approval. Furthermore, following such termination Employee agrees that he will not, without the prior written consent of Employer: (i) furnish anyone with the name of, or any list or lists which identify, any customers or stockholders of the Employer or utilize such list or information himself; (ii) furnish, use or divulge to anyone any confidential information of Employer acquired by him from Employer and relating to Employer's business activities; (iii) contact directly or indirectly any customer of Employer for the purpose of soliciting such person's business for another bank or similar financial institution; (iv) hire for any other employer (including himself) any employee of Employer or directly or indirectly cause such employee to leave his or her employment to work for another; (v) pursue an actual or potential business opportunity of interest to and which could be pursued by Employer which came to the attention of Employee in connection with his employment with Employer and which Employee had not previously offered in writing to Employer with sufficient advance notice to allow Employer to examine and pursue or reject such opportunity. Excepted from the requirements of subparagraphs (i) and (ii) in this paragraph is any information which is or becomes publicly available information through no fault or act of Employee. It is understood and agreed by the parties hereto that the provisions of this paragraph are independent of each other, and to the extent any provision or portion thereof shall be determined by a court of competent jurisdiction to be unenforceable, such determination shall not affect the validity or enforceability of any other provision of this paragraph or the remainder of t...
TERMINATION COVENANTS. (a) The covenants set forth in Sections 2.1, 2.2 and 2.3 shall terminate as to Preferred Stockholders, the Warrant Investor, and as to any Observer, and be of no further force or effect, upon the date upon which the Company or a parent of the Company consummates a sale of securities pursuant to a registration statement filed by the Company under the Act in connection with the firm commitment underwritten offering of its securities to the general public or the date upon which the company first becomes subject to the periodic reporting requirements of Sections 13 or 15(d) of the 1934 Act, whichever event shall first occur.
(b) The covenants set forth in Section 2.3 shall terminate as to any Observer and be of no further force or effect, upon the earlier to occur of subsection (a) of this Section 2.4, or the date upon which the Company consummates (i) a consolidation or merger of the Company or any affiliated corporation with or into any other corporation or corporations (other than a consolidation or merger of this Company with or into a wholly owned subsidiary of this Company), (ii) a sale of all or substantially all of the assets or business of the Company in one or more related transactions, (iii) a transaction or series of related transactions (other than a public offering of the Company's securities) in which the stockholders of the Company immediately prior to such transaction(s) own, as a result of such transaction(s), less than a majority of the voting securities of the successor or surviving corporation, which shall not be the Company in the event of a consolidation or merger, immediately thereafter, or (iv) a transaction or series of related transactions (other than a public offering of the Company's securities) in which the Company issues shares representing more than 50% of the voting power of the Company immediately after giving effect to such transaction.
TERMINATION COVENANTS. Except with respect to GSK fulfilling its obligations under this Section 13.2 (Effects of Termination), GSK will not Develop, Manufacture, or Commercialize (i) the Licensed Antibodies anywhere in the world following termination of this Agreement in its entirety or (ii) the terminated Licensed Products anywhere in the world following termination of this Agreement with respect to such Licensed Product, in each case ((i) and (ii)), unless and until the Parties agree otherwise in a written termination agreement pursuant to Section 13.2.16 (Terminated Co-Formulated Products). For clarity, where as a result of the Development of a terminated Licensed Product under this Agreement, a product (other than a Licensed Product) incorporating one or more Other Components Controlled by GSK or its Affiliates has a label that provides for its use in a Co-Administration Therapy together with the EOS-448 Sole Active Product, GSK and its Affiliates Exploiting such product incorporating such Other Components is not a breach of this Section 13.2.5 (Termination Covenants).
TERMINATION COVENANTS. 1. If during the term hereof employee shall cease employment hereunder for any reason, then employee agrees that for one year following such termination he will not be employed in the banking business or any related field thereto in Duluth, Georgia or Gwinnett County, Georgia. Furthermore, following such termination employee agrees that he will not, without the prior written consent of the bank:
1) furnish anyone with the name of, or any list or lists of customers of the bank or utilize such list or information himself for banking purposes; or
2) furnish, use, or divulge to anyone any information acquired by him from the bank relating to the bank's methods of doing business; or
3) contact directly or indirectly any customer of the bank for banking solicitation purposes; or
4) hire for any other bank or employer (including himself) any employee of the bank or directly or indirectly cause such employee to leave his or her employment to work for another.
2. It is understood and agreed by the parties hereto that the provisions of this section are independent of each other, and the invalidity of any such provision or portion thereof shall not affect the validity or enforceability of any other provisions of this agreement.
TERMINATION COVENANTS. 23.1 For the purposes of this clause 23 the term “Termination Date” shall mean the date of the termination of the Employment howsoever caused (including, without limitation, termination by the Company which is in repudiatory breach of this Agreement).
23.2 In order to protect the Confidential Information, trade secrets and business connections of the Company and any Group Company to which the Executive has access as a result of the Employment, the Executive covenants with the Company (for itself and as trustee and agent for each other Group Company) that he shall not, whether directly or indirectly, on his own behalf or on behalf of or in conjunction with any other person, firm, company or other entity:
(a) for the period of (subject to clause 23.3 below) twelve (12) months following the Termination Date, solicit or entice away or endeavour to solicit or entice away from the Company or any Group Company any person, firm, company or other entity who is, or was, in the twelve (12) months immediately prior to the Termination Date, a customer of the Company or any Group Company with whom the Executive had business dealings during the course of the Employment in that twelve (12) month period. Nothing in this clause (a) shall prohibit the seeking or doing of business not in direct or indirect competition with the business of the Company or any Group Company;
(b) for the period of (subject to clause 23.3 below) twelve (12) months following the Termination Date, have any business dealings with any person, firm, company or other entity who is, or was, in the twelve (12) months immediately prior to the Termination Date, a customer of the Company or any Group Company with whom the Executive had business dealings during the course of the Employment in that twelve (12) month period. Nothing in this clause (b) shall prohibit the seeking or doing of business not in direct or indirect competition with the business of the Company or any Group Company;
TERMINATION COVENANTS. (a) In consideration for the termination of the Agreements, the Company agrees as follows:
(i) The Company shall pay to ENEX the fee due on the increase of the Company’s current credit availability provided by Macquarie Bank Limited from Fifteen Million U.S. Dollars ($15,000,000) to Twenty-Five Million U.S. Dollars ($25,000,000), which fee shall be equal to one-half of one percent (0.5%) of such increased credit availability, and therefore such fee shall be Fifty Thousand U.S. Dollars ($50,000) (the “Closing Fee”). Such payment shall be due within ten (10) calendar days of the date of effectiveness of the increase of the Macquarie Bank Limited Credit Facility to Twenty-Five Million U.S. Dollars ($25,000,000).
(ii) The Company shall pay to ENEX a fee of Twenty-Two Thousand U.S. Dollars ($22,000) on the fifteenth (15th) calendar day of each month for the three (3) months immediately following the date of this Termination Agreement (the “Monthly Fee,” and together with the Closing Fee, the “Cash Payments”). The Cash Payments shall be sent via wire transfer pursuant to those instructions set forth on Exhibit A hereto.
(iii) As a condition to this Agreement, Mx. Xxxxxx Xxx-Crosier shall execute and deliver a waiver to ENEX, in the form of Exhibit B hereto, pursuant to which Mx. Xxx-Xxxxxxx shall release ENEX from any and all obligations (i) to provide Mx. Xxx-Xxxxxxx with advance notice of the termination of his services by ENEX or (ii) to pay further compensation to Mx. Xxx-Xxxxxxx other than obligations accrued through the date of this Termination Agreement.
(iv) Upon satisfaction of all payments due from ENEX to Mx. Xxx-Xxxxxxx in respect of obligations accrued through the date of this Termination Agreement, the Company shall have Mx. Xxx-Xxxxxxx, at Company charge and expense, to provide sixty (60) hours of services to ENEX (the “Consulting Services”) at the Company’s offices, through December 31, 2013 at such dates and times as commercially feasible for the Company during such period.
(b) The parties hereto agree that the Cash Payments and Consulting Services shall represent the only consideration to be paid to ENEX in consideration for the termination of the Agreements, and ENEX shall receive no further compensation for services rendered pursuant to the Agreements other than the Cash Payments and the Consulting Services.
