Non-Solicitation; Non-Disparagement. Because of the Company’s legitimate business interest as described herein and the good and valuable consideration offered to Employee, including, but not limited to, the increased Base Salary and the Signing Bonus, for the period commencing on the Effective Date and (i) ending on the date of termination of Employee’s employment if Employee’s employment is terminated under Sections 4.1 or 4.3, or if the Term is not extended by Company pursuant to Section 1.2, or (ii) ending twenty-four (24) months after the termination of Employee’s employment for any other reason: (a) Employee shall not, directly or indirectly, (i) hire, solicit, take away, or otherwise interfere with the relationship of the Company, the Bank or their affiliates with any person who is, or within the most recent twelve-month period was, employed by the Company, the Bank or their affiliates or (ii) take away, or otherwise interfere with the relationship of the Company, the Bank or their affiliates with any person or entity who is, or within the then most recent twelve-month period was, a customer, client, dealer or financial service provider or a prospective customer (being a person or entity that has been actively pursued by the Company, the Bank or their affiliates for the intended purpose of providing such prospect with credit accommodations), client, dealer or financial service provider of the Bank, or any other business of the Company or its affiliates in which Employee performs services. The obligations of Employee pursuant to this Section 8 shall survive the expiration or termination of this Agreement. Employee acknowledges and agrees that the restrictions, limitations and covenants in this paragraph apply to any geographic area within the United States, and that the Company has a legitimate business interest and right in prohibiting Employee from soliciting, enticing, inducing or encouraging employees, former employees, clients and prospective clients of the Company. Employee also acknowledges and agrees that the Company’s business is not limited by geographic boundaries and that the covenants herein are reasonable in geographic scope. (b) Employee shall not at any time make, publish or communicate to any person or entity or in any public forum any defamatory or disparaging remarks, comments or statements concerning the Company, the Bank, their affiliates or their businesses, or any of their employees, officers, and existing and prospective customers, suppliers, investors, dealers, financial service providers and other associated third parties. This Section 8(b) does not, in any way, restrict or impede Employee from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation or order. Employee shall promptly provide written notice of any such order to the Company’s General Counsel.
Appears in 1 contract
Non-Solicitation; Non-Disparagement. Because of the Company’s legitimate business interest as described herein and the good and valuable consideration offered to Employee, including, but not limited to, the increased Base Salary and the Signing Bonus, for the period commencing on the Effective Date and (i) ending on the date of termination of Employee’s employment if Employee’s employment is terminated under Sections 4.1 or 4.3, or if the Term is not extended by Company pursuant to Section 1.2, or (ii) ending twenty-four (24) months after the termination of Employee’s employment for any other reason:
(a) Employee shall notFor a period of five (5) years following the Closing Date, no Selling Stockholder or any Affiliate thereof will, directly or indirectly, (i) hiresolicit for employment (or any similar arrangement) any employee of the Company or any Business Employee, solicit(ii) persuade, take awayinduce or attempt to persuade or induce any employee of the Company or any Business Employee to leave his, her or its employment or to refrain from providing services to the Company or its Affiliates, (iii) solicit or induce, or otherwise interfere in any manner attempt to solicit or induce, or cause or authorize any other Person to solicit or induce any Person to cease doing business with the relationship Company or its Affiliates or (iv) disparage the Company or its Affiliates to any employee of the Company, the Bank its Affiliates or their affiliates with any person who is, customer or within the most recent twelve-month period was, employed by the Company, the Bank client or their affiliates or (ii) take away, or otherwise interfere with the relationship of the Company, the Bank or their affiliates with any person or entity who is, or within the then most recent twelve-month period was, a customer, client, dealer or financial service provider or a prospective customer (being a person or entity that has been actively pursued by the Company, the Bank or their affiliates for the intended purpose of providing such prospect with credit accommodations), client, dealer or financial service provider of the Bank, or any other business client of the Company or its affiliates in which Employee performs services. The obligations Affiliates, or encourage any customer or client or prospective customer or client not to continue to retain the services of Employee pursuant to this Section 8 shall survive the expiration or termination of this Agreement. Employee acknowledges and agrees that the restrictions, limitations and covenants in this paragraph apply to any geographic area within the United States, and that the Company has a legitimate business interest and right in prohibiting Employee from soliciting, enticing, inducing or encouraging employees, former employees, clients and prospective clients any of the Company. Employee also acknowledges and agrees that the Company’s business is not limited by geographic boundaries and that the covenants herein are reasonable in geographic scopeits Affiliates.
(b) Employee Notwithstanding anything to the contrary contained in this Section 6.12, the foregoing covenant shall not at be breached by (i) any time make, publish Selling Stockholder or communicate its Affiliates engaging in general employment solicitation (by use of advertising) so long as such solicitation does not target the employees of the Company or any Business Employee or (ii) any Selling Stockholder or its Affiliates engaging in any of the conduct specified in Section 6.12(a) with respect to any person employee of the Company or entity Business Employee who has been terminated by Buyer or in any public forum any defamatory or disparaging remarks, comments or statements concerning the Company, .
(c) The parties hereto recognize that the Bank, their affiliates or their businesses, or any Laws and public policies of their employees, officersthe various States of the United States of America may differ as to the validity and enforceability of covenants similar to those set forth in this Section 6.12. It is the intention of the parties that the provisions of this Section 6.12 be enforced to the fullest extent permissible under the Laws and policies of each jurisdiction in which enforcement may be sought, and existing and prospective customersthat the unenforceability (or the modification to conform to such Laws or policies) of any provisions of this Section 6.12 shall not render unenforceable or impair the remainder of the provisions of this Section 6.12. Accordingly, suppliersif at the time of enforcement of any provision of this Section 6.12, investors, dealers, financial service providers and other associated third parties. This Section 8(b) does not, in any way, restrict or impede Employee from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction holds that the restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum period, scope or an authorized government agencygeographic area reasonable under such circumstances will be substituted for the stated period, provided scope or geographical area and that such compliance does not exceed court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and geographical area permitted by Law.
(d) Each Selling Stockholder expressly acknowledges that required by the lawrestrictive covenants set forth in this Section 6.12, regulation or order. Employee shall promptly provide written notice including the geographic scope and duration of any such covenants, are necessary in order to protect and maintain the Company’s General Counselproprietary interests and other legitimate business interests of Buyer, the Company and their Affiliates, and that any violation thereof would result in irreparable injury to Buyer, the Company and their Affiliates that would not be readily ascertainable or compensable in terms of money, and therefore Buyer, the Company and their Affiliates shall be entitled to obtain from any court of competent jurisdiction temporary, preliminary and permanent injunctive relief as well as damages, which rights shall be cumulative and in addition to any other rights or remedies to which it may be entitled. Each Selling Stockholder further agrees that if it is determined that it has willfully breached the terms of this Section 6.12, Buyer, the Company and their Affiliates shall be entitled to recover from such Selling Stockholder all costs and reasonable attorneys' fees incurred as a result of its attempts to redress such breach or to enforce its rights and protect its legitimate interests.
Appears in 1 contract
Non-Solicitation; Non-Disparagement. Because (a) During the Restricted Period, Seller shall not, and Seller shall cause each of the Company’s legitimate business interest as described herein and the good and valuable consideration offered to its Controlled Affiliates not to, directly or indirectly, solicit for employment, employ or retain any Transferred Employee, includingprovided, but not limited to, the increased Base Salary and the Signing Bonus, for the period commencing on the Effective Date and that nothing herein shall prevent Seller or its Controlled Affiliates from (i) ending on the date of termination of Employee’s employment if Employee’s employment is terminated under Sections 4.1 or 4.3soliciting for employment, or if employing, any Transferred Employee who has not been in the Term is not extended by Company pursuant employ of Purchaser or its Affiliates for at least 12 months prior to Section 1.2the commencement of employment discussions, or (ii) ending twenty-four (24) months after employing any Transferred Employee who responds to a general solicitation or advertisement not targeted at the termination of Employee’s employment for any other reason:Transferred Employees, Purchaser or its Affiliates.
(ab) Employee Except as expressly provided in the Transition Services Agreement, during the Restricted Period, Purchaser shall not, and Purchaser shall cause each of its Controlled Affiliates not to, directly or indirectly, solicit for employment, employ or retain any employee of Seller and its Subsidiaries who is not a Transferred Employee, provided, that nothing herein shall prevent Purchaser or its Controlled Affiliates from (i) hire, solicit, take awaysoliciting for employment, or otherwise interfere with employing, any such employee who is no longer in the relationship employ of the Company, the Bank Seller or their affiliates with any person who is, or within the most recent twelve-month period was, employed by the Company, the Bank or their affiliates its Affiliates or (ii) take away, employing any such employee who responds to a general solicitation or otherwise interfere with the relationship of the Company, the Bank or their affiliates with any person or entity who is, or within the then most recent twelve-month period was, a customer, client, dealer or financial service provider or a prospective customer (being a person or entity that has been actively pursued by the Company, the Bank or their affiliates for the intended purpose of providing advertisement not targeted at such prospect with credit accommodations), client, dealer or financial service provider of the Bank, or any other business of the Company or its affiliates in which Employee performs services. The obligations of Employee pursuant to this Section 8 shall survive the expiration or termination of this Agreement. Employee acknowledges and agrees that the restrictions, limitations and covenants in this paragraph apply to any geographic area within the United States, and that the Company has a legitimate business interest and right in prohibiting Employee from soliciting, enticing, inducing or encouraging employees, former employees, clients and prospective clients of the Company. Employee also acknowledges and agrees that the Company’s business is not limited by geographic boundaries and that the covenants herein are reasonable in geographic scope.
(bc) Employee Each Party agrees that, during the Restricted Period, it shall not, and shall cause each of its Controlled Affiliates not at any time maketo, publish directly or communicate to any person or entity or in any public forum any defamatory or disparaging remarksindirectly, comments or statements concerning disparage the Companyother Party, the Bank, their affiliates or their businessesits employees, or any of their its Affiliates (including, with respect to Purchaser following the Closing, the Business and the Transferred Assets) in any way that would reasonably be expected to adversely affect the goodwill, reputation or business relationships of such other Party, its employees, officersor its Affiliates with the public generally, and existing and prospective or with any of their customers, supplierssuppliers or employees; provided that nothing in this Section 6.09(c) shall preclude either Party from making truthful statements or disclosures that are required by applicable Law or Action, investors, dealers, financial service providers and other associated third parties. This Section 8(b) does not, in any way, restrict or impede Employee from exercising protected rights to the extent that necessary to enforce such Party’s or its Affiliates’ rights cannot be waived by agreement under this Agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation or order. Employee shall promptly provide written notice of any such order to the Company’s General CounselAncillary Agreement.
Appears in 1 contract
Non-Solicitation; Non-Disparagement. Because In exchange for the potential payments and benefits under this Agreement, which the Executive hereby acknowledges constitutes valid consideration, the Executive hereby covenants and agrees that, for a period of one year following the Executive’s termination of employment with the Bank, the Executive shall not, without the written consent of the Company’s legitimate business interest as described herein and the good and valuable consideration offered to EmployeeBank, including, but not limited to, the increased Base Salary and the Signing Bonus, for the period commencing on the Effective Date and either directly or indirectly:
(i) ending on the date of termination of Employee’s solicit, offer employment if Employee’s employment is terminated under Sections 4.1 or 4.3to, or if take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the Term is not extended by effect of causing any officer or employee of the Bank, the Company pursuant or any of their respective subsidiaries or affiliates to Section 1.2terminate his or her 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 the Company or any of their direct or indirect subsidiaries or affiliates or has headquarters or offices within the counties in which the Bank or the Company has business operations or has filed an application for regulatory approval to establish an office; provided, however, that this subsection (iii) ending twenty-four shall not prohibit general solicitations in any medium not specifically directed at officers or employees of the Bank, the Company or their respective subsidiaries or affiliates; or (24) months after the termination of Employee’s employment for ii)solicit, provide any information, advice or recommendation or take any other reason:
action intended (aor that a reasonable person acting in like circumstances would expect) Employee shall notto have the effect of causing any customer of the Bank or the Company located within a seventy-five (75) mile radius of Times Square, New York to terminate an existing business or commercial relationship with the Bank or the Company. Executive agrees not to disparage or defame in any manner, whether directly or indirectly, (i) hire, solicit, take away, or otherwise interfere with the relationship of the Company, the Bank or their affiliates with any person who is, or within the most recent twelve-month period was, employed by the Company, the Bank or their affiliates or (ii) take away, or otherwise interfere with the relationship of the Company, the Bank or their affiliates with any person or entity who is, or within the then most recent twelve-month period was, a customer, client, dealer or financial service provider or a prospective customer (being a person or entity that has been actively pursued by the Company, the Bank or their affiliates for the intended purpose of providing such prospect with credit accommodations), client, dealer or financial service provider of the Bank, or any other business of the Company or its affiliates in which Employee performs services. The obligations of Employee pursuant to this Section 8 shall survive the expiration or termination of this Agreement. Employee acknowledges and agrees that the restrictions, limitations and covenants in this paragraph apply to any geographic area within the United States, and that the Company has a legitimate business interest and right in prohibiting Employee from soliciting, enticing, inducing or encouraging employees, former employees, clients and prospective clients of the Company. Employee also acknowledges and agrees that the Company’s business is not limited by geographic boundaries and that the covenants herein are reasonable in geographic scope.
(b) Employee shall not at any time make, publish or communicate to any person or entity or in any public forum any defamatory or disparaging remarks, comments or statements concerning the Company, the Bank, their affiliates or their businesses, or any of their employeesaffiliates, officers, directors, owners, representatives, employees, products or services, and existing the Company and prospective customersthe Bank agree not to disparage or defame in any manner, supplierswhether directly or indirectly, investors, dealers, financial service providers and other associated third parties. This Section 8(b) does notthe Executive, in each case at any waytime during the Employment Period or at any time following termination of employment, restrict except when compelled to do so in connection with a government investigation or impede Employee from exercising judicial proceeding, or as otherwise may be required or protected rights by law. The parties hereto, recognizing that irreparable injury will result to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order Bank, its business and property in the event of a court the Executive’s breach of competent jurisdiction or an authorized government agencythis Section 11(n), provided that such compliance does not exceed that required by agree that, in the law, regulation or order. Employee shall promptly provide written notice event of any such order breach by the Executive, the Bank and/or the Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the Company’s General Counsel.violation hereof by the Executive and all persons acting for or with the Executive. Nothing herein will be construed as prohibiting the Bank and the Company from pursuing any other remedies available to them for such breach or threatened breach, including the recovery of damages from the Executive.
Appears in 1 contract
Sources: Change in Control Employment Agreement (Dime Community Bancshares, Inc. /NY/)
Non-Solicitation; Non-Disparagement. Because (a) For a period of five (5) years following the Closing Date, none of the Company’s legitimate business interest as described herein and the good and valuable consideration offered to Employee, including, but not limited to, the increased Base Salary and Company Stockholder or any of the Signing Bonus, for the period commencing on the Effective Date and (i) ending on the date of termination of Employee’s employment if Employee’s employment is terminated under Sections 4.1 or 4.3, or if the Term is not extended by Company pursuant to Section 1.2, or (ii) ending twenty-four (24) months after the termination of Employee’s employment for any other reason:
(a) Employee shall notrespective Affiliates thereof will, directly or indirectly, (i) hire, solicit, take away, or otherwise interfere with the relationship of the Company, the Bank or their affiliates with any person who is, or within the most recent twelve-month period was, employed by the Company, the Bank or their affiliates or solicit for employment (ii) take away, or otherwise interfere with the relationship of the Company, the Bank or their affiliates with any person or entity who is, or within the then most recent twelve-month period was, a customer, client, dealer or financial service provider or a prospective customer (being a person or entity that has been actively pursued by the Company, the Bank or their affiliates for the intended purpose of providing such prospect with credit accommodations), client, dealer or financial service provider of the Bank, or any other business similar arrangement) any employee of the Company or any Business Employee, (ii) persuade, induce or attempt to persuade or induce any employee of the Company or any Business Employee to leave his, her or its affiliates employment or to refrain from providing services to Buyer, the Company or their Affiliates, (iii) solicit or induce, or in which Employee performs services. The obligations of Employee pursuant any manner attempt to this Section 8 shall survive solicit or induce, or cause or authorize any other Person to solicit or induce any Person to cease doing business with the expiration Buyer, the Company or termination of this Agreement. Employee acknowledges and agrees that their Affiliates or (iv) disparage the restrictionsBuyer, limitations and covenants in this paragraph apply the Company or their Affiliates to any geographic area within employee of the United StatesBuyer, and that the Company has a legitimate business interest and right in prohibiting Employee from soliciting, enticing, inducing or encouraging employees, former employees, clients and their Affiliates or any customer or client or prospective clients customer or client of the Company. Employee also acknowledges and agrees that Buyer, the Company’s business is Company or their Affiliates, or encourage any customer or client or prospective customer or client not limited by geographic boundaries and that to continue to retain the covenants herein are reasonable in geographic scopeservices of the Buyer, the Company or their Affiliates.
(b) Employee Notwithstanding anything to the contrary contained in this Section 6.12, the foregoing covenant shall not at be breached by (i) any time makeCompany Stockholder or its Affiliates engaging in general employment solicitation (by use of advertising) so long as such solicitation does not target the employees of the Buyer, publish the Company or communicate any Business Employee or (ii) any Company Stockholder or its Affiliates engaging in any of the conduct specified in Section 6.12(a) with respect to any person employee of the Buyer, the Company or entity Business Employee who has been terminated by Buyer or in any public forum any defamatory or disparaging remarks, comments or statements concerning the Company, .
(c) The parties hereto recognize that the Bank, their affiliates or their businesses, or any Laws and public policies of their employees, officersthe various States of the United States of America may differ as to the validity and enforceability of covenants similar to those set forth in this Section 6.12. It is the intention of the parties that the provisions of this Section 6.12 be enforced to the fullest extent permissible under the Laws and policies of each jurisdiction in which enforcement may be sought, and existing and prospective customersthat the unenforceability (or the modification to conform to such Laws or policies) of any provisions of this Section 6.12 shall not render unenforceable or impair the remainder of the provisions of this Section 6.12. Accordingly, suppliersif at the time of enforcement of any provision of this Section 6.12, investors, dealers, financial service providers and other associated third parties. This Section 8(b) does not, in any way, restrict or impede Employee from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction holds that the restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum period, scope or an authorized government agencygeographic area reasonable under such circumstances will be substituted for the stated period, provided scope or geographical area and that such compliance does not exceed court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and geographical area permitted by Law.
(d) Each of the Company and each Company Stockholder expressly acknowledges that required by the lawrestrictive covenants set forth in this Section 6.12, regulation or order. Employee shall promptly provide written notice including the geographic scope and duration of any such covenants, are necessary in order to protect and maintain the Company’s General Counselproprietary interests and other legitimate business interests of Buyer, the Company and their Affiliates, and that any violation thereof would result in irreparable injury to Buyer, the Company and their Affiliates that would not be readily ascertainable or compensable in terms of money, and therefore Buyer, the Company and their Affiliates shall be entitled to obtain from any court of competent jurisdiction temporary, preliminary and permanent injunctive relief as well as damages, which rights shall be cumulative and in addition to any other rights or remedies to which it may be entitled. Each of the Company and each Company Stockholder further agrees that if it is determined that it has willfully breached the terms of this Section 6.12, Buyer, the Company and their Affiliates shall be entitled to recover from such breaching party all costs and reasonable attorneys' fees incurred as a result of its attempts to redress such breach or to enforce its rights and protect its legitimate interests.
Appears in 1 contract
Non-Solicitation; Non-Disparagement. Because (a) In order to induce Purchaser to enter into this Agreement and consummate the Transactions, Seller agrees to the provisions of the Company’s legitimate business interest this Section 6.6, as described herein and the good and valuable consideration offered to Employee, including, but not limited to, the increased Base Salary and the Signing Bonus, for set forth below.
(b) During the period commencing on the Effective Closing Date and (i) ending on the date second (2nd) anniversary of termination of Employee’s employment if Employee’s employment is terminated under Sections 4.1 or 4.3the Closing Date (the “Restricted Period”), or if the Term is Seller shall not extended by Company pursuant to Section 1.2, or (ii) ending twenty-four (24) months after the termination of Employee’s employment for any other reason:
(a) Employee and shall ensure that its officers do not, directly or indirectly, for Seller or its Affiliates or on behalf of or in conjunction with any other Person in any manner (i) hire, solicit, take awaysolicit or recruit for employment, or otherwise interfere with assist any Person to solicit or recruit for employment, any individual who is at the relationship time employed by Purchaser or any of its Affiliates (including the Company, the Bank or their affiliates with any person who isAcquired Entities), or within any successors or assigns thereof, to become employed as an employee, independent contractor or consultant with a competitor of Purchaser or any of its Affiliates (including the most recent twelve-month period wasAcquired Entities), employed by the Company, the Bank or their affiliates any successors or assigns thereof; or (ii) take awayotherwise encourage, entice or otherwise interfere with the relationship of the Company, the Bank or their affiliates conspire with any person employee, independent contractor or entity who is, consultant of Purchaser or within any of its Affiliates (including the then most recent twelve-month period was, a customer, client, dealer or financial service provider or a prospective customer (being a person or entity that has been actively pursued by the Company, the Bank or their affiliates for the intended purpose of providing such prospect with credit accommodationsAcquired Entities), client, dealer or financial service provider of the Bank, or any other business successors or assigns thereof, to leave or terminate such employee’s, independent contractor’s or consultant’s employment or engagement with Purchaser or any of its Affiliates (including the Acquired Entities), or any successors or assigns thereof, in order to become employed as an employee, independent contractor or consultant with a competitor of the Company or its affiliates in which Employee performs services. The obligations Business; provided, however, that the foregoing provisions of Employee pursuant to this Section 8 6.6(b) shall survive not prohibit general solicitations in the expiration or termination of this Agreement. Employee acknowledges and agrees that the restrictions, limitations and covenants in this paragraph apply to any geographic area within the United States, and that the Company has public media not directed at a legitimate business interest and right in prohibiting Employee from soliciting, enticing, inducing or encouraging employees, former employees, clients and prospective clients of the Company. Employee also acknowledges and agrees that the Company’s business is not limited by geographic boundaries and that the covenants herein are reasonable in geographic scopeparticular person.
(bc) Employee shall During the Restricted Period, Seller covenants and agrees not at any time maketo, publish and to ensure that its Affiliates do not, employ or communicate hire, enter into business with (including through a joint venture or jointly owned legal entity) or provide financing, directly or indirectly, to any person of ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or entity ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, in each case for purposes of owning or operating a title agency or insurance company or other business whose financial products include insurance offerings.
(d) During the Restricted Period, neither Seller nor Purchaser nor any of their respective officers shall, directly or indirectly, for itself or in any public forum capacity for or on behalf of or in conjunction with any defamatory or disparaging remarksother Person, make negative comments or statements concerning otherwise disparage the Company, the Bank, their affiliates other Party or their businessesany of its Affiliates or any successors or assigns thereof, or any of their employeesrespective owners, members, directors, managers, officers, employees, products or services; provided, however, that the foregoing shall not be violated by truthful statements in response to legal process, required governmental testimony or filings, or administrative or arbitral proceedings (including depositions in connection with such proceedings) or truthful statements in connection with any claim or matter relating to this Agreement or the Transactions.
(e) Each Party agrees that (i) Seller shall receive material consideration upon receipt of the Purchase Price in exchange for, among other things, entering into the covenants and existing restrictions set forth in this Section 6.6, (ii) Purchaser shall receive material consideration upon receipt of the Purchased Equity in exchange for, among other things, entering into the covenants and prospective customersrestrictions set forth in this Section 6.6, suppliers, investors, dealers, financial service providers (iii) the covenants and other associated third parties. This restrictions contained in this Section 8(b) does not6.6 are fair and reasonable and, in the case of the covenants and restrictions applicable to Seller, necessary for the protection of the business of the Company acquired by Purchaser hereunder, (iv) such covenants and restrictions relate to matters that are of special, unique and extraordinary character that give each such covenant and restriction a special, unique and extraordinary value, and (v) a breach of any way, restrict of such covenant or impede Employee from exercising protected rights restriction will result in irreparable harm and damages to the extent other Party or its Affiliates, as applicable, that such rights would be very difficult to determine and which cannot be waived adequately compensated by agreement monetary award. Accordingly, each Party, in addition to and not to the exclusion of any monetary award or from complying with any applicable other rights and remedies at law or regulation in equity to which such Party or its Affiliates shall be entitled, without necessity of posting a valid bond or other security arrangement, to seek injunctive relief (temporary restraining order, preliminary injunction and permanent injunction) and specific performance with respect to any actual or threatened breach by the other Party of any such covenant in order to prevent or to restrain any such breach by such other Party or any other Person acting for, on behalf of, or with such other Party, as applicable.
(f) Notwithstanding anything herein to the contrary, in the event that any provision, covenant, section or subsection or restriction of this Section 6.6 is held by a court of competent jurisdiction to be excessively broad as to duration or an authorized government agencyscope, provided or otherwise invalid or unenforceable for any reason, the Parties hereby authorize such court to narrow, limit or modify the restrictions herein to the extent reasonably necessary to accomplish the purposes of such provisions, and, in the event such limiting construction is impossible, such invalid or unenforceable provision shall be deemed severed from this Agreement but every other provision of this Agreement shall remain in full force and effect. The Parties further agree that, in the event that such compliance does not exceed that required any provision of this Section 6.6 shall be held invalid or unenforceable by a court of competent jurisdiction, then in the alternative, the Parties agree to rewrite the offending language so as to make it enforceable to the maximum extent permitted by law, regulation or order. Employee shall promptly provide written notice and to sign an amendment to this Agreement containing such language without the payment of any such order to the Company’s General Counseladditional consideration.
Appears in 1 contract
Sources: Membership Interests Purchase Agreement (HG Holdings, Inc.)
Non-Solicitation; Non-Disparagement. Because of the Company’s legitimate business interest as described herein and the good and valuable consideration offered to Employee, including, but not limited to, the increased Base Salary and the Signing Bonus, for the period commencing on the Effective Date and Both
(i) ending on during the date term of termination of Employee’s his/her employment if Employee’s employment is terminated under Sections 4.1 or 4.3by Employer, or if the Term is not extended by Company pursuant to Section 1.2, or and (ii) ending twenty-four (24) for a period of 12 months after following the termination of Employee’s his/her employment (whether voluntary or involuntary, and regardless of reason), Executive, except in the performance of his/her duties to Employer, shall not directly or indirectly (including as an officer, director, employee, consultant, advisor, agent or representative), for himself/herself or on behalf of any other reasonperson or entity:
(a) Employee knowingly recruit or solicit, or participate in recruiting or soliciting, any of Employer’s employees, or communicate, except in the case of a reference described in the last sentence of this paragraph, to any other person or entity about the nature, quality or quantity of work, or any special knowledge or personal characteristics, of any person employed by Employer. If Executive should wish to discuss possible employment with any then-current employee of Employer during the period set forth above, Executive may request written permission to do so from the most senior human resources officer of Employer who may, in his/her discretion, grant a written exception to the no solicitation covenant set forth immediately above; provided, however, Executive shall notnot discuss any such employment possibility with any such employee prior to such permission. Notwithstanding the foregoing, directly or indirectly, the provisions of this paragraph shall not be violated by (i) hiregeneral advertising or solicitation not specifically targeted at employees of Employer, solicit, take away, or otherwise interfere with the relationship of the Company, the Bank or their affiliates with any person who is, or within the most recent twelve-month period was, employed by the Company, the Bank or their affiliates or (ii) take awayExecutive serving as a reference, upon request, for any employee of Employer, or otherwise interfere with the relationship of the Company, the Bank or their affiliates with (iii) actions taken by any person or entity who is, or within the then most recent twelve-month period was, a customer, client, dealer or financial service provider or a prospective customer (being a person or entity that has been actively pursued by the Company, the Bank or their affiliates for the intended purpose of providing such prospect with credit accommodations), client, dealer or financial service provider of the Bank, or any other business of the Company or its affiliates in which Employee performs services. The obligations of Employee pursuant to this Section 8 shall survive the expiration or termination of this Agreement. Employee acknowledges and agrees that the restrictions, limitations and covenants in this paragraph apply to any geographic area within the United States, and that the Company has a legitimate business interest and right in prohibiting Employee from soliciting, enticing, inducing or encouraging employees, former employees, clients and prospective clients of the Company. Employee also acknowledges and agrees that the Company’s business Executive is associated if Executive is not limited by geographic boundaries personally involved in any manner in the matter and that the covenants herein are reasonable in geographic scope.has not identified such employee for recruiting or solicitation; or
(b) Employee shall not at any time make, publish or communicate to any person or entity or in make any public forum any defamatory or disparaging remarksstatements that disparage Employer, comments or statements concerning the Company, the Bank, their affiliates or their businesses, or any of their its employees, officers, directors, products or services, provided that, notwithstanding the foregoing, truthful statements made in the course of sworn testimony in administrative, judicial or arbitral proceedings (including, without limitation, depositions in connection with such proceedings), normal competitive-type statements, and existing and prospective customers, suppliers, investors, dealers, financial service providers and other associated third parties. This Section 8(b) does not, statements made in any way, restrict or impede Employee from exercising protected rights the good faith performance of the Executive’s duties to the extent that such rights canEmployer shall not be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation or order. Employee shall promptly provide written notice of any such order subject to the Company’s General Counselthis clause.
Appears in 1 contract
Sources: Executive Confidentiality and Restrictive Covenant Agreement (Hershey Co)
Non-Solicitation; Non-Disparagement. Because (a) From the Closing Date until the second anniversary thereof, Seller shall not solicit, induce or encourage any employee of the Company’s legitimate business interest as described herein and Company to leave such employment of the good and valuable consideration offered to EmployeeCompany or hire, includingemploy or otherwise engage any such individual, but not limited toother than the individuals set forth on Schedule 5.06; provided, the increased Base Salary and the Signing Bonushowever, for the period commencing on the Effective Date and that nothing in this Section 5.06(a) shall restrict (i) ending on the date any general advertisement or solicitation by Seller or any of termination of Employee’s employment if Employee’s employment is terminated under Sections 4.1 or 4.3, or if the Term its Affiliates that is not extended by directly targeting employees of the Company pursuant to Section 1.2, or (ii) ending twenty-four (24) months after the termination employment of Employee’s employment for any other reason:
(a) Employee shall not, directly or indirectly, (i) hire, solicit, take away, or otherwise interfere with the relationship of the Company, the Bank or their affiliates with any person who isresponds to any such general advertisement or solicitation, or within the most recent twelve-month period was, employed who contacts Seller or one of its Affiliates on his or her own initiative and without any advance direct solicitation by the Company, the Bank Seller or their affiliates or (ii) take away, or otherwise interfere with the relationship any of its Affiliates to such person in contravention of the Company, the Bank or their affiliates with any person or entity who is, or within the then most recent twelve-month period was, a customer, client, dealer or financial service provider or a prospective customer (being a person or entity that has been actively pursued by the Company, the Bank or their affiliates for the intended purpose of providing such prospect with credit accommodations), client, dealer or financial service provider of the Bank, or any other business of the Company or its affiliates in which Employee performs services. The obligations of Employee pursuant to this Section 8 shall survive the expiration or termination of this Agreement. Employee acknowledges and agrees that the foregoing restrictions, limitations and covenants in this paragraph apply to any geographic area within the United States, and that the Company has a legitimate business interest and right in prohibiting Employee from soliciting, enticing, inducing or encouraging employees, former employees, clients and prospective clients of the Company. Employee also acknowledges and agrees that the Company’s business is not limited by geographic boundaries and that the covenants herein are reasonable in geographic scope.
(b) Employee shall For a period from the Execution Date until the second anniversary of the Closing Date, each of the parties will not, and will direct its respective executives and management-level employees not at to, make any time make, publish or communicate statement with respect to any person of the other parties or entity their respective businesses, either in writing or orally, to any Person other than a party (including employees or former employees of Buyer, the Company or their respective Affiliates) that disparages, discredits, degrades or lowers the reputation of such party or its respective business, including the publication of articles or press releases and interviews with individuals or institutions engaged in the business of communication, publishing or broadcasting news, opinion or other information, either on the record, off the record, or “on background” unless provided with advance written authorization from such party to do so, or encourage or participate with any public forum Person to make such statements.
(c) Each of the parties acknowledges, in connection with the covenants and agreements in this Section 5.06, that (i) such covenants and agreements impose a reasonable restraint in light of the activities and business and current plans with respect thereto of Buyer and Seller, (ii) it is the intention of the parties that the entire goodwill of the business of the Company be transferred to Buyer as part of the transactions contemplated hereby, including the goodwill existing between the Company’s business, on the one hand, and its clients, customers, suppliers, agents, employees, contractors, consultants, and other Persons under contract or otherwise associated or doing business with them, on the other hand, and (iii) such covenants and agreements are supported by adequate consideration.
(d) The covenants and undertakings contained in this Section 5.06 relate to matters that are of a special, unique and extraordinary character and a violation of any defamatory of the terms of this Section 5.06 may cause irreparable injury to Buyer, Seller or disparaging remarks, comments or statements concerning the Company, the Bank, their affiliates amount of which may be impossible to estimate or their businesses, or any of their employees, officers, determine and existing and prospective customers, suppliers, investors, dealers, financial service providers and other associated third parties. This Section 8(b) does not, in any way, restrict or impede Employee from exercising protected rights to the extent that such rights which cannot be waived by agreement adequately compensated. Accordingly, the remedy at law for any breach of this Section 5.06 may be inadequate. Therefore, Buyer, Seller and the Company will each be entitled to seek an injunction, restraining order or other equitable relief from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction in the event of any breach of this Section 5.06 without the necessity of proving actual damages or an authorized government agencyposting any bond whatsoever. The rights and remedies provided by this Section 5.06 are cumulative and in addition to any other rights and remedies which Buyer and the Company may have hereunder or at law or in equity. If it shall be judicially determined that Seller has violated this Section 5.06, provided then the applicable period described in this Section 5.06 will automatically be extended by a period of time equal in length to the period during which such violation or violations occurred.
(e) Notwithstanding anything to the contrary in this Agreement, the parties agree that, if any court of competent jurisdiction in a final nonappealable judgment determines that a specified time period, a specified business limitation or any other relevant feature of this Section 5.06 is unreasonable, arbitrary or against public policy, then a lesser time period, business limitation or other relevant feature which is determined by such compliance court to be reasonable, not arbitrary and not against public policy may be enforced against the applicable party. If any Law or court interpreting such Law does not exceed allow such lesser time period, business limitation or other relevant feature to be enforced against the applicable party, the parties acknowledge and agree that required by the law, regulation or order. Employee shall promptly provide written notice of any such order to the Company’s General CounselSection 13.05 will apply.
Appears in 1 contract
Non-Solicitation; Non-Disparagement. Because In exchange for increasing the Severance, which the Executive hereby acknowledges constitutes valid consideration, the Executive hereby covenants and agrees that, for a period of one year following his or her termination of employment with the Bank, he or she shall not, without the written consent of the Company’s legitimate business interest as described herein and the good and valuable consideration offered to EmployeeBank, including, but not limited to, the increased Base Salary and the Signing Bonus, for the period commencing on the Effective Date and either directly or indirectly:
(i) ending on the date of termination of Employee’s solicit, offer employment if Employee’s employment is terminated under Sections 4.1 or 4.3to, or if take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the Term is not extended by effect of causing any officer or employee of Dime Community Bank (the "Bank"), the Company pursuant or any of their respective subsidiaries or affiliates to Section 1.2terminate his or her 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 the Company or any of their direct or indirect subsidiaries or affiliates or has headquarters or offices within the counties in which the Bank or the Company has business operations or has filed an application for regulatory approval to establish an office; provided, however, that this subsection (i) shall not prohibit general solicitations in any medium not specifically directed at officers or employees of the Bank, the Company or their respective subsidiaries or affiliates; or
(ii) ending twentysolicit, 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 or the Company located within a seventy-four five (2475) months after mile radius of Times Square, New York to terminate an existing business or commercial relationship with the Bank or the Company; or
(iii) following any termination of Employee’s employment for other than as a result of a Change in Control, without the written consent of the Bank and Company, either directly or indirectly: become an officer, employee, consultant, director, independent contractor, agent, sole proprietor, joint venture, greater than 5% equity-owner or stockholder, 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 reason:
(a) Employee shall notentity that has its headquarters in the New York counties of Nassau, Suffolk, Kings, and Queens. Executive agrees not to disparage or defame in any manner, whether directly or indirectly, (i) hire, solicit, take away, or otherwise interfere with the relationship of the Company, the Bank or their affiliates with any person who is, or within the most recent twelve-month period was, employed by the Company, the Bank or their affiliates or (ii) take away, or otherwise interfere with the relationship of the Company, the Bank or their affiliates with any person or entity who is, or within the then most recent twelve-month period was, a customer, client, dealer or financial service provider or a prospective customer (being a person or entity that has been actively pursued by the Company, the Bank or their affiliates for the intended purpose of providing such prospect with credit accommodations), client, dealer or financial service provider of the Bank, or any other business of the Company or its affiliates in which Employee performs services. The obligations of Employee pursuant to this Section 8 shall survive the expiration or termination of this Agreement. Employee acknowledges and agrees that the restrictions, limitations and covenants in this paragraph apply to any geographic area within the United States, and that the Company has a legitimate business interest and right in prohibiting Employee from soliciting, enticing, inducing or encouraging employees, former employees, clients and prospective clients of the Company. Employee also acknowledges and agrees that the Company’s business is not limited by geographic boundaries and that the covenants herein are reasonable in geographic scope.
(b) Employee shall not at any time make, publish or communicate to any person or entity or in any public forum any defamatory or disparaging remarks, comments or statements concerning the Company, the Bank, their affiliates or their businesses, or any of their employeesaffiliates, officers, directors, owners, representatives, employees, products or services, and existing the Company and prospective customersthe Bank agree not to disparage or defame in any manner, supplierswhether directly or indirectly, investors, dealers, financial service providers and other associated third parties. This Section 8(b) does notthe Executive, in each case at any waytime during the Employment Period or at any time following termination of employment. The parties hereto, restrict or impede Employee from exercising protected rights recognizing that irreparable injury will result to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order Bank and the Company, their business and property in the event of a court the Executive's breach of competent jurisdiction or an authorized government agencythis Section ll(n), provided that such compliance does not exceed that required by agree that, in the law, regulation or order. Employee shall promptly provide written notice event of any such order breach by the Executive, the Bank and/or the Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the Company’s General Counselviolation hereof by the Executive and all persons acting for or with the Executive. Nothing herein will be construed as prohibiting the Bank and the Company from pursuing any other remedies available to them for such breach or threatened breach, including the recovery of damages from the Executive."
Appears in 1 contract
Sources: Change in Control Employment Agreement (Dime Community Bancshares, Inc. /NY/)
Non-Solicitation; Non-Disparagement. Because of the Company’s legitimate business interest as described herein and the good and valuable consideration offered to Employee, including, but not limited to, the increased Base Salary and the Signing Bonus, for the period commencing on the Effective Date and ending twelve (i) ending on the date of termination of Employee’s employment if Employee’s employment is terminated under Sections 4.1 or 4.3, or if the Term is not extended by Company pursuant to Section 1.2, or (ii) ending twenty-four (2412) months after the termination of Employee’s employment for any other reason:
(a) Employee shall not, directly or indirectly, (i) hire, solicit, take away, or otherwise interfere with the relationship of the Company, the Bank or their affiliates with any person who is, or within the most recent twelve-month period was, employed by the Company, the Bank or their affiliates or (ii) take away, or otherwise interfere with the relationship of the Company, the Bank or their affiliates with any person or entity who is, or within the then most recent twelve-month period was, a customer, client, dealer or financial service provider or a prospective customer (being a person or entity that has been actively pursued by the Company, the Bank or their affiliates for the intended purpose of providing such prospect with credit accommodations), client, dealer or financial service provider of the Bank, or any other business of the Company or its affiliates in which Employee performs services. The obligations of Employee pursuant to this Section 8 shall survive the expiration or termination of this Agreement. Employee acknowledges and agrees that the restrictions, limitations and covenants in this paragraph apply to any geographic area within the United States, and that the Company has a legitimate business interest and right in prohibiting Employee from soliciting, enticing, inducing or encouraging employees, former employees, clients and prospective clients of the Company. Employee also acknowledges and agrees that the Company’s business is not limited by geographic boundaries and that the covenants herein are reasonable in geographic scope.
(b) Employee shall not at any time make, publish or communicate to any person or entity or in any public forum any defamatory or disparaging remarks, comments or statements concerning the Company, the Bank, their affiliates or their businesses, or any of their employees, officers, and existing and prospective customers, suppliers, investors, dealers, financial service providers and other associated third parties. The Company shall not at any time make, publish or communicate to any person or entity or in any public forum any defamatory or disparaging remarks, comments or statements concerning Employee. This Section 8(b) does not, in any way, restrict or impede Employee either party from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation or order. Employee A party shall promptly provide written notice of any such order to the Company’s General Counselother party.
Appears in 1 contract
Non-Solicitation; Non-Disparagement. Because In exchange for the potential payments and benefits under this Agreement, which the Executive hereby acknowledges constitutes valid consideration, the Executive hereby covenants and agrees that, for a period of one year following the Executive’s termination of employment with the Bank, the Executive shall not, without the written consent of the Company’s legitimate business interest as described herein and the good and valuable consideration offered to EmployeeBank, including, but not limited to, the increased Base Salary and the Signing Bonus, for the period commencing on the Effective Date and either directly or indirectly:
(i) ending on the date of termination of Employee’s solicit, offer employment if Employee’s employment is terminated under Sections 4.1 or 4.3to, or if take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the Term is not extended by effect of causing any officer or employee of the Bank, the Company pursuant or any of their respective subsidiaries or affiliates to Section 1.2terminate his or her 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 the Company or any of their direct or indirect subsidiaries or affiliates or has headquarters or offices within the counties in which the Bank or the Company has business operations or has filed an application for regulatory approval to establish an office; provided, however, that this subsection (i) shall not prohibit general solicitations in any medium not specifically directed at officers or employees of the Bank, the Company or their respective subsidiaries or affiliates; or
(ii) ending twenty-four (24) months after the termination of Employee’s employment for solicit, provide any information, advice or recommendation or take any other reason:
action intended (aor that a reasonable person acting in like circumstances would expect) Employee shall notto have the effect of causing any customer of the Bank or the Company located within a seventy-five (75) mile radius of Times Square, New York to terminate an existing business or commercial relationship with the Bank or the Company. Executive agrees not to disparage or defame in any manner, whether directly or indirectly, (i) hire, solicit, take away, or otherwise interfere with the relationship of the Company, the Bank or their affiliates with any person who is, or within the most recent twelve-month period was, employed by the Company, the Bank or their affiliates or (ii) take away, or otherwise interfere with the relationship of the Company, the Bank or their affiliates with any person or entity who is, or within the then most recent twelve-month period was, a customer, client, dealer or financial service provider or a prospective customer (being a person or entity that has been actively pursued by the Company, the Bank or their affiliates for the intended purpose of providing such prospect with credit accommodations), client, dealer or financial service provider of the Bank, or any other business of the Company or its affiliates in which Employee performs services. The obligations of Employee pursuant to this Section 8 shall survive the expiration or termination of this Agreement. Employee acknowledges and agrees that the restrictions, limitations and covenants in this paragraph apply to any geographic area within the United States, and that the Company has a legitimate business interest and right in prohibiting Employee from soliciting, enticing, inducing or encouraging employees, former employees, clients and prospective clients of the Company. Employee also acknowledges and agrees that the Company’s business is not limited by geographic boundaries and that the covenants herein are reasonable in geographic scope.
(b) Employee shall not at any time make, publish or communicate to any person or entity or in any public forum any defamatory or disparaging remarks, comments or statements concerning the Company, the Bank, their affiliates or their businesses, or any of their employeesaffiliates, officers, directors, owners, representatives, employees, products or services, and existing the Company and prospective customersthe Bank agree not to disparage or defame in any manner, supplierswhether directly or indirectly, investors, dealers, financial service providers and other associated third parties. This Section 8(b) does notthe Executive, in each case at any waytime during the Employment Period or at any time following termination of employment, restrict except when compelled to do so in connection with a government investigation or impede Employee from exercising judicial proceeding, or as otherwise may be required or protected rights by law. The parties hereto, recognizing that irreparable injury will result to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order Bank, its business and property in the event of a court the Executive’s breach of competent jurisdiction or an authorized government agencythis Section 11(n), provided that such compliance does not exceed that required by agree that, in the law, regulation or order. Employee shall promptly provide written notice event of any such order breach by the Executive, the Bank and/or the Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the Company’s General Counsel.violation hereof by the Executive and all persons acting for or with the Executive. Nothing herein will be construed as prohibiting the Bank and the Company from pursuing any other remedies available to them for such breach or threatened breach, including the recovery of damages from the Executive.
Appears in 1 contract
Sources: Change in Control Employment Agreement (Dime Community Bancshares, Inc. /NY/)