Non-Solicitation/Non-Compete. Executive hereby covenants and agrees that, for a period of one (1) year following his termination of employment with the Bank (other than a termination of employment following a Change in Control), Executive shall not, without the written consent of the Bank, either directly or indirectly:
(i) solicit, offer employment to, or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any officer or employee of the Bank, or any of its respective subsidiaries or affiliates, to terminate his employment and accept employment or become affiliated with, or provide services for compensation in any capacity whatsoever to, any business whatsoever that competes with the business of the Bank, or any of their direct or indirect subsidiaries or affiliates, that has headquarters or offices within 25 miles of any location(s) in which the Bank has business offices or has filed an application for regulatory approval to establish an office (the “Restricted Territory”);
(ii) become an officer, employee, consultant, director, independent contractor, agent, joint venturer, partner or trustee of any savings bank, savings and loan association, savings and loan holding company, credit union, bank or bank holding company, insurance company or agency, any mortgage or loan broker or any other entity that competes with the business of the Bank or any of their direct or indirect subsidiaries or affiliates, that: (i) has a headquarters within the Restricted Territory or (ii) has one or more offices, but is not headquartered, within the Restricted Territory, but in the latter case, only if Executive would be employed, conduct business or have other responsibilities or duties within the Restricted Territory; or
(iii) solicit, provide any information, advice or recommendation or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any customer of the Bank to terminate an existing business or commercial relationship with the Bank.
Non-Solicitation/Non-Compete. (a) During the period commencing on the Effective Date and ending on the latter of (x) second anniversary of the Termination Date or (y) the first anniversary of the date on which Executive ceases to receive any payments from the Company or any of its Affiliates related to salary, bonus or severance (the “Restricted Period”), Executive shall not directly or indirectly through another Person (i) induce or attempt to induce anyone who was engaged or employed by the Company or any Affiliate of the Company to leave the employ or engagement of the Company or such Affiliate, or in any way interfere with the relationship between the Company or any such Affiliate, on the one hand, and any such person thereof, on the other hand, (ii) hire any person who was engaged or employed by the Company or any Affiliate of the Company at any time until twenty-four (24) months after such individual’s employment relationship or engagement with the Company or such Affiliate has been terminated, or (iii) induce or attempt to induce any customer, supplier, licensee or other business relation of the Company or any Affiliate of the Company to cease doing business with the Company or such Affiliate, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation, on the one hand, and the Company or any Affiliate, on the other hand. Executive further agrees that, during the period of his employment and thereafter during the restricted period, Executive will not disparage the Company or any of its Affiliates or any of employee of the Company or its Affiliates in any manner whatsoever
(b) Executive acknowledges that in the course of his employment with the Company and/or its Affiliates and their predecessors, he has become familiar, or will become familiar, with the Company’s and its Affiliates’ and their predecessors’ trade secrets and with other Confidential Information concerning the Company, its subsidiaries or Affiliates and their respective predecessors and that his services have been and will be of special, unique and extraordinary value to the Company, its subsidiaries and its Affiliates. Therefore, Executive agrees that, during the Restricted Period, Executive shall not directly or indirectly, engage in the production, sale or distribution of any product produced, sold or distributed by the Company, its subsidiaries or its or Affiliates on the Effective Date or during the Restricted Period in the same geographic areas in which the...
Non-Solicitation/Non-Compete. The Executive hereby covenants and agrees that during the “Restricted Period,” the Executive will not, without the written consent of the Bank, either directly or indirectly:
(i) solicit, offer employment to, or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any officer or employee of the Bank, or any of its respective subsidiaries or affiliates, to terminate his or her employment with the Bank and/or accept employment with another employer; or
(ii) become an officer, employee, consultant, director, trustee, independent contractor, agent, joint venturer, partner or trustee of any savings bank, savings and loan association, savings and loan holding company, credit union, bank or bank holding company, insurance company or agency, any mortgage or loan broker or any other entity that competes with the business of the Bank or any of their direct or indirect subsidiaries or affiliates that: (A) has a headquarters within thirty-five (35) miles of the Bank’s headquarters (the “Restricted Territory”), or (B) has one or more offices, but is not headquartered, within the Restricted Territory, but in the latter case, only if the Executive would be employed, conduct business or have other responsibilities or duties within the Restricted Territory; or
(iii) solicit, provide any information, advice or recommendation or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any customer of the Bank to terminate an existing business or commercial relationship with the Bank. The restrictions contained in this Section 6(a) shall not apply in the event of the Executive’s termination of employment on or after the effective time of a Change in Control. For purposes of this Section 6(a), the “Restricted Period” will be: (i) at all times during Executive’s period of employment with the Bank; and (ii) except as provided above, during the period beginning on Executive’s Date of Termination and ending on the one-year anniversary of the Date of Termination.
Non-Solicitation/Non-Compete. (i) During the Restricted Period, the Restricted Party agrees that it shall not, and shall cause its Affiliates not to, anywhere within the United States of America, directly or indirectly, hire, retain or attempt to hire or retain any employee of the Company or its Subsidiaries, or in any way interfere with the relationship between the Company or any of the Subsidiaries, on the one hand, and any of their respective employees, on the other hand; provided, that the foregoing will not prohibit the Restricted Party or any of its Affiliates from (A) making general solicitations of employment (including through advertisements and employment agencies) that are not targeted at such employees, and from hiring any such Person as a result of such generalized searches or (B) soliciting or hiring any Person whose employment with the Company or its Subsidiaries has been terminated for at least twelve (12) months prior to the commencement of any such solicitation or employment discussions.
(ii) During the Restricted Period, the Restricted Party agrees that it shall not, and shall cause its Affiliates not to, directly or indirectly, engage in the ownership, management, conduct, operation or control of, or otherwise be involved in (including by acquiring an equity interest in, debt or a portion of the assets, rights or properties of, or by forming a joint venture or partnership with, or by providing any loan or other financial assistance to), any of the Persons listed on Section 6(f)(ii) of the Disclosure Schedule (a “Competitive Business”); provided, that this Section 6(f)(ii) shall not prohibit the Restricted Party or its Affiliates from making passive equity investments of less than five percent (5%) of the outstanding equity securities that are traded on a securities exchange, or any interest exchangeable or convertible into or providing the right to receive equity securities representing less than five percent (5%) of such outstanding equity securities, of any company which conducts a Competitive Business.
(iii) During the Restricted Period, the Restricted Party agrees that it shall not, and shall cause its Affiliates not to, make any statements, orally or in writing, directly or indirectly, about Buyer or its Affiliates or its and its Affiliates’ directors, officers or employees (in their capacities as such) that are false, defamatory, disparaging or reasonably likely to harm Buyer, its business interests or reputation, or the reputation of any of Buyer’s Affiliates...
Non-Solicitation/Non-Compete. Employee acknowledges that by virtue of Employee's employment with the Bank, Employee shall have access to and control of confidential and proprietary information concerning the Bank's and/or its parents', subsidiaries' or affiliates' (collectively, the "Corporation") business and that the Corporation's business depends to a considerable extent on the individual skills, efforts, and leadership of Employee. Additionally, Employee acknowledges that the covenants contained in this Section 6: are reasonably necessary to protect the legitimate business interests of the Corporation; are described with sufficient accuracy and definiteness to enable him to understand the scope of the restrictions imposed on him; and were disclosed to him prior to the commencement of his employment, such employment being conditioned on his execution of an agreement containing such terms. Accordingly and in consideration of the Corporation's commitments to Employee under this Agreement, Employee expressly covenants and agrees that Employee shall not, without the prior consent of the Bank, during his employment and, subject to Section 6(c) below, for one (1) year following the cessation of his employment regardless of the reason for the cessation,
(a) on Employee's own or another's behalf, whether as an officer, director, stockholder, partner, associate, owner, employee, consultant or otherwise:
(i) within any city, metropolitan area or county in which the Corporation does business or is located, engage in any business activity (or assist others to engage in any business activity) that directly competes with the Corporation;
(ii) solicit or do business that is the same, similar to, or otherwise in competition with the business engaged in by the Corporation from or with persons or entities who are customers of the Corporation, who were customers of the Corporation at any time during the last year of Employee's employment with the Bank, or to whom the Corporation made proposals for business at any time during the last year of Employee's employment with the Bank; or
(iii) employ, offer employment to, or otherwise solicit for employment, any employee or other person who is then currently an employee of the Corporation or who was employed by the Corporation during the last year of Employee's employment with the Bank.
(b) within any city, metropolitan area or county in which the Corporation does business or is located, be employed or otherwise engaged by any entity that engages in the same...
Non-Solicitation/Non-Compete. During the term of this Agreement and for a period of two (2) years subsequent to the termination of this Agreement, EMPLOYEE shall not, without the prior written consent of SYNTEL, directly, indirectly, or through any other party solicit business from or perform services for any direct or indirect SYNTEL customer or any prospective SYNTEL customer whom EMPLOYEE had any contact with or exposure to at any time during the term of this Agreement.
Non-Solicitation/Non-Compete. (a) For a period of 24 months from the Closing Date, Parent and its Subsidiaries shall not, without the prior consent of Purchaser Parent, directly or indirectly, solicit for employment or hire (whether as an employee, consultant or otherwise) (i) any Business Employee set forth on Section 5.15(a) of the Seller Disclosure Schedule (each of the Persons described in this clause (i), a “Covered Executive”) or (ii) the direct reports of such Covered Executives (each of the Persons described in this clause (ii), a “Covered Employee”); provided that Parent and its Subsidiaries shall not be precluded from (A) engaging in any general advertisement, public solicitation for employment, or similar generalized message (whether through placement agencies of otherwise and whether in print, digital media or otherwise) not specifically targeted at Covered Executives or Covered Employees and soliciting or hiring any Covered Employee who responds to such general advertisement, public solicitation for employment or similar generalized message or (B) soliciting or hiring, or taking any other action with respect to any such Covered Employee whose employment with the Transferred Entities was (1) terminated by the Transferred Entities prior to commencement of employment discussions between Parent or its applicable Subsidiary and such Covered Employee, or (2) terminated voluntarily by the resignation of such Covered Employee more than three months prior to the commencement of employment discussions between Parent or its applicable Subsidiary (or any of their officers, directors or employees) and such Person.
(b) For a period of 36 months from the Closing Date, Parent and its Subsidiaries shall not, without the prior consent of Purchaser Parent, directly or indirectly, engage in a Competing Business in any jurisdiction where the Business operates as of the date of this Agreement or the Closing Date. Notwithstanding the foregoing, nothing in this Agreement shall prevent or preclude Parent or any of its Subsidiaries from (i) acquiring or holding, directly or indirectly, passive ownership of up to 5% of the aggregate outstanding indebtedness or equity securities of any publicly traded Person engaged in a Competing Business; (ii) acquiring or investing in any Person engaged in a Competing Business; provided that (A) such Person’s Competing Business accounts for less than 10% of the consolidated annual revenues of such Person during the fiscal year prior to such acquisition or investme...
Non-Solicitation/Non-Compete. To the fullest extent permitted by applicable law, the terms of the Non-Solicitation/Non-Compete Agreement executed by the Employee are incorporated by reference into this Employment Agreement and are made a part hereto as if they appeared in this Employment Agreement itself. The terms of such Non-Solicitation/Non-Compete Agreement, as incorporated herein, will extend for the duration of any Severance period.
Non-Solicitation/Non-Compete. (a) For a period of two years after the Closing, Sellers will not, and will cause their respective Affiliates not to, directly or indirectly solicit or induce, or attempt to solicit or induce, any employee of Buyers or their Affiliates to terminate his or her employment relationship with Buyers or their Affiliates (including the Business Entities), or hire or enter into any arrangement for the services of any such employee; provided, however, Sellers may (i) advertise for employees in newspapers, trade publications or other media not targeted specifically at any one or more of the employees of Buyers or their Affiliates (including the Business Entities), (ii) hire any employee of Buyers or their Affiliates whose employment has been terminated by Buyers or their Affiliates (including the Business Entities), and (iii) hire an employee of Buyers or their Affiliates (including the Business Entities) who has applied for employment with Sellers or their respective Affiliates, provided that such application was not solicited or induced in violation of this Section 5.17.
(b) For a period of one year after the Closing, Sellers will not, and will cause their respective Affiliates not to, directly or indirectly solicit any customers (other than any customers that are party to a Terminable Contract) of the Business Entities, or induce or attempt to induce any such customers (other than any customers that are party to a Terminable Contract) or any suppliers to terminate, cancel, reduce or discontinue business with the Business Entities in relation to the Business; provided, that sales calls and sales activities in the ordinary course of business consistent with past practice with respect to products sold to customers of the Business Entities by Sellers or their respective Affiliates (other than the Business Entities) prior to the Closing shall not be deemed a solicitation or an inducement or attempt at inducement hereunder, provided that such sales calls and activities do not involve attempts to induce purchases of products of Sellers or their Affiliates in substitution for products currently sold by any Business Entity to such customers.
(c) For a period of two years after the Closing, Sellers shall not, and shall cause their respective Affiliates not to, advertise, market or sell any lead-acid battery separators utilizing cross-linked rubber anywhere in the world.
Non-Solicitation/Non-Compete. A. Employee recognizes and acknowledges that during employment the Employee will have access to, learn, be provided with, and, in some cases, will prepare and create certain confidential proprietary business information, including, but not limited to, client and customer information and customer lists, all of which are of substantial value to the Company’s business. The Employee agrees that in addition to any other limitation, for a period of twenty four (24) months after the termination of employment hereunder by him or for any reason by the Company, the Employee will not, on his behalf or on behalf of any other person, firm, or corporation, call on any of the Company’s, or that of any of its affiliates or subsidiaries, customers, investors, analysts, investment bankers, brokers, or other persons or businesses with which the Company and/ or its subsidiaries or affiliates had communicated, solicited investment, or solicited for any business purposes, for the purpose of soliciting and/or providing to any of these customers any non-public information relating to the Company’s business, nor will the Employee in any way, directly or indirectly, for himself, or on behalf of any other person, firm, or corporation competing with the Company, solicit, divert, or take away any customers of the Company, its affiliates, or its subsidiaries. In the event of an actual or threatened breach by the Employee of the provisions of this paragraph, the Company shall be entitled to injunctive relief restraining the Employee from the breach or threatened breach. Nothing herein shall be construed as prohibiting the Company from pursuing any other remedies available to the Company for such breach or threatened breach, including the recovery of damages from the Employee.
B. During the course of employment and for a period of two (2) years from the date of termination of this Agreement either by Employee or the Company, with our without Cause, Employee shall not, directly or indirectly, individually or on behalf of persons not now parties to this agreement, or as a partner, stockholder, director, officer, principal, agent, employee, or in any other capacity or relationship, engage in any business or employment, or aid or endeavor to assist any business or legal entity to engage in a business utilizing technology or other products or businesses that directly compete with the Company’s then current customer sales and / or products in development (as of termination). The Parties agree ...
