Non-Competition, Non-Solicitation and Non-Disclosure. (a) Upon any termination of Executive’s employment during the term of this Agreement (other than a termination pursuant to Section 5(a)(iii)), Executive agrees for a period of one (1) year not to directly or indirectly, solicit, hire, or entice any of the following to cease, terminate, or reduce any relationship with the Bank or the Company or to divert any business from the Bank or the Company: (i) any person who was an employee of the Bank or the Company during the term of this Agreement; or (ii) any customer or client of the Bank or the Company. Further, Executive will not directly or indirectly disclose the names, addresses, telephone numbers, compensation, or other arrangements between the Bank or the Company and any individual or entity described in Sections (i) and (ii) of this Section 11(a). The parties hereto, recognizing that irreparable injury will result to the Bank, its business and property in the event of Executive’s breach of this Subsection agree that in the event of any such breach by Executive, the Bank will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive’s partners, agents, servants, employees and all persons acting for or under the direction of Executive. Nothing herein will be construed as prohibiting the Bank from pursuing any other remedies available to the Bank for such breach or threatened breach, including the recovery of damages from Executive.
Non-Competition, Non-Solicitation and Non-Disclosure. (a) Employee covenants and agrees that throughout the Employment Period and for a period of twelve (12) months thereafter, he will not, directly or indirectly, own, manage, operate or control, or participate in the ownership, management, operation or control of, any business competing directly in the United States of America with the business conducted by the Company or any subsidiary of the Company during the Employment Period; provided, however, that Employee may own not more than 5% of the outstanding securities of any class of any corporation engaged in any such business, if such securities are listed on a national securities exchange, the NASDAQ Stock Market or regularly traded in the Over the Counter market by a member of a national securities association.
Non-Competition, Non-Solicitation and Non-Disclosure. The Committee in its sole discretion, may require the Employee to forfeit immediately, without consideration from the Company, any portion of the restricted stock units(including the vested but unissued shares of Common Stock relating to such portion) which was not vested or issued prior to any of the following events: (a) the Employee, as individual or as a partner, employee, agent, advisor, consultant or in any other capacity of or to any person, firm, corporation or other entity, directly or indirectly, carries on any business, or becomes involved in any business activity, competitive with the Company or any subsidiary, in violation of the Company’s Code of Ethics and Business Conduct (CP-10-002); (b) the Employee solicits or entices any other employee of the Company or its affiliates to leave the Company or its affiliates to go to work for any other business or organization which is in direct or indirect competition with the Company or any of its affiliates, or request or advises a customer or client of the Company or its affiliates to curtail or cancel such customer’s business relationship with the Company or its affiliates; or (c) the Employee fails to abide by the contractual terms of the Employee Non-disclosure Agreement and/or Invention Assignment Agreement, as applicable, which were executed in accordance with the Company’s Security of Confidential and Proprietary Information Policy (CP-10-013) during the Employee’s employment with the Company; or (c) the Employee solicits.
Non-Competition, Non-Solicitation and Non-Disclosure. (a) In consideration of the payment of a portion of the Purchase Price to the Members, and in order to induce the Buyer to enter into this Agreement and to consummate the transactions contemplated hereby, each Member hereby acknowledges that he is the beneficiary of the Purchase Price payments to Seller and that hereby covenants and agrees as follows:
Non-Competition, Non-Solicitation and Non-Disclosure. (a) For a period of five (5) years from the Closing Date, except as permitted in this Section 6.9, neither Seller nor any of its affiliates shall directly or indirectly (i) process, produce or manufacture (in each case, whether directly or indirectly or through co-packers and whether independently or with co-packers) value-added produce items, including packaged salads, salad kits, specialty salads, fresh-cut vegetables and fresh-cut fruit for sale through any outlets, including grocery stores, supercenters or other outlets in the retail distribution channel and quick-service restaurant and other food service outlets, (ii) sell or provide equipment, processes or material for freshness extending atmosphere systems or (iii) own any interest in any business or Person engaged in any of the foregoing activities under clauses (i) or (ii) above. The restrictions set forth in this Section 6.9 shall not be construed to prohibit or restrict: (A) any minority equity investment by Seller or any of its affiliates in any person or entity in which Seller or its affiliates do not have the right to designate a controlling number of members of the board of directors (or similar governing body) of such entity, or in which Seller or its affiliates collectively hold not more than 10% of the outstanding voting securities; (B) the sale of produce items purchased by Seller from third parties on an arm's-length basis (including produce which has been processed) exclusively for resale (and not subject to further processing) to its foodservice customers; (C) any business activity that would otherwise violate this Section 6.9 that is carried on by an entity or business that is acquired by Seller or otherwise becomes an affiliate thereof, but only if, at the time of such acquisition, the revenues derived from such business by such entity or business constitute less than 10% of the gross revenues of such person or business; or (D) Seller's engaging in its foodservice distribution business as currently conducted. For a period of three (3) years from the Closing Date, neither Seller nor any of its affiliates will, without the prior written consent of Purchaser, solicit any Person listed in Section 6.9(a) of the Disclosure Schedule to terminate such Person's customer relationship with the Companies or the Subsidiaries or enter into a relationship or arrangement with a different company or business engaged in the produce processing business with respect to any value-added produce item curr...
Non-Competition, Non-Solicitation and Non-Disclosure. (a) Employee hereby acknowledges and agrees that, in the course of his employment with the Bank, he (i) will have access to valuable confidential business or professional information of Bank, (ii) will be put in a position whereby he will develop substantial relationships with prospective and existing customers of the Bank, and (iii) will be put in a position where he will develop substantial goodwill for the Bank within the territory set out below, and Employee hereby acknowledges that the covenants contained herein are reasonable and necessary to protect the Bank’s valuable and legitimate business interests. Therefore, to induce the Bank and the Company to enter into this Agreement, Employee agrees that, during the term of this Agreement and, following any termination of Employee, for the Remaining Term, Employee will not, within Orange, Osceola, or Seminole Counties, Florida, or any other county wherein the Employee has contact with customers of, or otherwise conducts the business of, the Bank (including any entities to which the Bank is or may become a successor by merger or otherwise) at the date his employment is terminated, as principal, agent, trustee or through the agency or on behalf of any corporation, partnership, association, trust or agent or agency:
Non-Competition, Non-Solicitation and Non-Disclosure and Protection of Confidential Information”) and/or Executive’s violation or breach, or threatened violation or breach, of other provisions of this Agreement which otherwise place Company in peril that cannot be readily remedied by monetary damages, would cause Company irreparable harm which would not be adequately compensated by monetary damages and that a temporary and/or preliminary or permanent injunction may be granted by any court or courts having jurisdiction (subject to the venue provision of below), restraining the Executive from violation or breach of the terms of this Agreement. The preceding sentence shall not be construed to limit Company from any other relief or damages to which it may be entitled as a result of the Executive's breach of any provision of this Agreement. Where the parties have mutually waived their right to arbitration in writing or have not yet sought to enforce their right to compel arbitration, or where a temporary and/or preliminary or permanent injunction may be necessary to protect the interests of Company, Executive and Company hereby irrevocably and unconditionally submit to the jurisdiction of the Washington State Superior Court for Pierce County, or the United States District Court, Western District of Washington at Tacoma or to any court in any location where Executive is threatening to breach or is engaged in breaching the Agreement; Executive and Company consent to submit to venue and personal jurisdiction of the courts identified herein, and agree to waive any objection to venue or personal jurisdiction in these courts, including but not limited to any claim that any such suit, action or proceeding has been brought in an inconvenient forum.
Non-Competition, Non-Solicitation and Non-Disclosure. The Executive agrees to be bound by the terms of the Employee Agreement attached hereto as Exhibit A, which Employee Agreement is incorporated herein by reference.
Non-Competition, Non-Solicitation and Non-Disclosure. (a) For a period of one (1) year following Executive’s termination of employment for any reason other than death, Executive agrees to the application of, and to abide by, the non-competition and non-solicitation restrictions and covenants set forth in this Section 7(a). Notwithstanding the foregoing, no such non-competition and non-solicitation restrictions shall apply in the event of a termination of employment upon or following a “Change in Control” (as defined above in Section 3(b)(iv)) that occurs after the initial term of the change in control and severance agreement contemplated by Section 21.
Non-Competition, Non-Solicitation and Non-Disclosure. (a)[In consideration for the grant of the Award, the Grantee agrees that, except as authorized by an Authorized Officer, he or she will not during the Grantee’s employment with the Company or any of its subsidiaries or affiliates, and for one year thereafter, directly or indirectly, personally, or as an employee, officer, director, principal of or investor in, or consultant or independent contractor with, another entity, engage in business with, be employed by, or render any consultation or business advice or other services with respect to, any business in the United States which competes with the Company Business; provided, however, that Grantee may invest in (i) up to (but not more than) one percent (1%) of any class of securities of any enterprise (but without otherwise participating in the management or activities of such enterprise) if such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934 or (ii) up to (but not more than) ten percent (10%) of any class of securities of any private fund (but without otherwise participating in the management or activities of such enterprise). For purposes of this Agreement, the term “Company Business” means investing through equity capital or long-term debt in lower middle-market businesses and/or investing through long-term debt in middle-market businesses.] [OR][Reserved.]
