Buyer Non-Solicitation. For a period of *** from the Closing Date, Buyer, the Company and the Company Subsidiaries will not, directly or indirectly (including through any Subsidiary or Affiliate), solicit for employment, or as a consultant or independent contractor, or employ or engage as a consultant or independent contractor (i) any person listed or described on Schedule 5.13(f) hereto and any individual who is hired after the date hereof and prior to the Closing Date to replace any such person (each such person, a “Buyer Restricted Person”) or (ii) any person who was employed by an Excluded Subsidiary as of the Closing Date; provided that the restrictions in clause (ii) shall not prohibit (A) general solicitations of employment not specifically directed at such employees, (B) except as provided in clause (C), the hiring, including as a consultant or independent contractor, as a result of such solicitation, of any person, other than a Buyer Restricted Person (who, for the avoidance of doubt, may not be hired during such period without Seller’s prior written consent), who responds to such solicitation, or (C) hiring any such person Business Employee whose employment was terminated by Seller or its Affiliate (including any Excluded Subsidiary).
Buyer Non-Solicitation. Buyer agrees, on behalf of itself, the Company and each of its and the Company’s direct or indirect subsidiaries, that Buyer shall not:
Buyer Non-Solicitation. (a) Buyer agrees that, during the Pre-Closing Period, it shall not, and shall not authorize any of its Representatives to, directly or indirectly: (i) solicit, initiate or knowingly encourage or induce any Acquisition Proposal or Acquisition Inquiry or take any action that could reasonably be expected to lead to an Acquisition Proposal or Acquisition Inquiry; (ii) furnish any non-public information regarding Buyer to any Person in connection with or in response to an Acquisition Proposal or Acquisition Inquiry; (iii) engage in discussions (other than to inform any Person of the existence of the provisions in this Section 5.9) or negotiations with any Person with respect to any Acquisition Proposal or Acquisition Inquiry; (iv) approve, endorse or recommend any Acquisition Proposal (subject to Section 5.3); (v) execute or enter into any letter of intent or any Contract contemplating or otherwise relating to any Acquisition Transaction (other than a confidentiality agreement permitted under this Section 5.9); or (vi) publicly propose to do any of the foregoing; provided, however, that, notwithstanding anything contained in this Section 5.9, (A) if a Takeover Offer or approach is made under the terms of the Takeover Code, then Buyer shall be able to respond to, communicate with, and negotiate with such offeror, enter intro any letter of intent and make any recommendation to its shareholders (as required in the interests of the Buyer Shareholders) and provide any non-public or other information to the offeror, in accordance with the Takeover Code; and (B) subject to compliance with this Section 5.9 and other than in the case of a Takeover Offer or approach (which is covered by subsection (A) above), prior to obtaining the Buyer Shareholder Approval, Buyer may furnish non-public information regarding Buyer to, and enter into discussions or negotiations with, any Person in response to a bona fide Acquisition Proposal by such Person, which the Buyer Board determines in good faith, after consultation with Bxxxx’s outside financial advisors and outside legal counsel, constitutes, or could be reasonably likely to result in, a Superior Proposal (and is not withdrawn) if: (w) neither Buyer nor any of its Representatives shall have breached this Section 5.9 in any material respect; (x) Buyer receives from such Person an executed confidentiality agreement containing provisions, in the aggregate, at least as favorable to Buyer as those contained in the Confidentiality Agr...
Buyer Non-Solicitation. On and after the date of this Agreement, Mansa shall not, directly or indirectly, including through representatives (including for greater certainty any financial or other advisors):
Buyer Non-Solicitation. Buyer agrees that for a period of two (2) years after the Closing Date, neither Buyer nor any other Buyer Exclusivity Party will solicit or induce any person listed on Section 10.4 of the Disclosure Schedule to terminate his or her employment relationship with GB Ltd. or any of its subsidiaries, as applicable; provided, however, that the foregoing shall not prohibit Buyer or any Buyer Exclusivity Party from (A) placing general advertisements for employees not directed at the employees of GB Ltd. or any of its subsidiaries and hiring or engaging any person in response to any such general advertisement or (B) soliciting or hiring any such employee whose employment with GB Ltd. or any of its subsidiaries, as applicable, has been terminated by GB Ltd. or any of its subsidiaries for at least ninety (90) days.
Buyer Non-Solicitation. If this Agreement is terminated pursuant to Article VIII, Xxxxx agrees that, except as expressly permitted by this Agreement or with the prior written consent of Seller, during the Nonsolicit Period, Buyer shall not, directly or indirectly through one or more of its Affiliates, do any one or more of the following: cause, induce or solicit, or attempt to cause, induce or solicit any of the employees, officers, or directors of Seller to terminate such Person’s employment relationship with Seller, Seller Parent or any of their Affiliates; provided, however, that nothing contained herein shall be deemed to prohibit Buyer or any of its Affiliates from (a) conducting any general solicitation or general advertisement of employment opportunities (including through the use of employment agencies or the internet) not specifically targeted at any such Persons, (b) hiring any such Person who responds to any such general solicitation or general advertising, (c) contact or solicitations (or resulting employment or engagement) made by any of Buyer’s or its Affiliate’s employees, agents or independent contractors who are not aware of the transactions contemplated by this Agreement, this Agreement or the restrictions contained herein, and who are not directed or encouraged to make such contact or solicitations by Buyer’s employees, agents or independent contractors who have knowledge of the transactions contemplated by this Agreement, this Agreement or the restrictions contained herein, or (d) contact with or the solicitation or hiring of any director or officer who independently initiates employment discussions with Xxxxx, its Affiliates, or their employees agents or independent contractors. As used in this Section 7.13, “Nonsolicit Period” shall mean the 18 month period following the termination of this Agreement pursuant to Article VIII. Upon termination of this Agreement pursuant to Article VIII, Section 7.13 shall supersede and replace similar terms set forth in the Confidentiality Agreement.
Buyer Non-Solicitation. For a period of one (1) year after the Closing, the Buyer will not, directly or indirectly, solicit for employment or hire any person who is an employee of the Sellers or MTI (other than a Transferred Employee), unless that person voluntarily leaves the employ of the Sellers or MTI at least six (6) months prior to any such hire or is hereafter terminated by the Sellers or MTI.
Buyer Non-Solicitation. Buyer agrees that for a period of two (2) years after the Closing Date, it will not, directly or indirectly, induce, attempt to induce, or cause any of Seller’s employees to leave the employ of Seller or any Subsidiary of Seller, or in any way materially interfere with the relationship between Seller or such Subsidiary of Seller, on the one hand, and any such employees, on the other hand; provided, however, that Buyer may hire any Seller employee who (a) responds to advertisements or solicitations aimed at the general public regarding employment opportunities or (b) is terminated by Seller.
Buyer Non-Solicitation. Each Buyer covenants and agrees that for a period of 30 months following the Closing Date, such Buyer shall not, and shall cause its Affiliates not to, without the prior written consent of Sellers, either directly or indirectly, solicit or induce, or attempt to solicit or induce, whether or not for consideration, any ARG Employee set forth on Schedule 7.10.5 to terminate or abandon his or her employment with any Seller or any of its Affiliates; provided, however, that the foregoing restrictions shall not restrict the right of Buyers or their Affiliates to (i) solicit any employee whose employment is terminated by any Seller or its Affiliates or who has not been employed by any Seller or its Affiliates for the nine-month period prior to the date of such solicitation or hiring, (ii) hire any individual not solicited in violation of this Section 7.10.5, or (iii) conduct general solicitations for employees or public advertisements of employment opportunities (including general solicitations in any local, regional or national newspapers or other publications or circulars or on internet sites or any search firm engagement) that are not directed or focused specifically on ARG Employees. [NEWYORK 3251393_44]
