No Hire Covenant Sample Clauses

No Hire Covenant. During the twelve month period following the ---------------- Distribution Date, ATL shall not offer employment to any then current employee of SONO, or any person who was an employee of SONO within a six month period immediately prior to ATL's proposed offer of employment without the prior written consent of SONO or the following Committee. In order to provide a mechanism to establish the consent contemplated by the provisions of the previous sentence, the parties shall establish a three person committee to review instances where ATL desires to employ either current or past employees of SONO during the twelve month period following the Distribution Date. The committee shall consist of the Chief Executive Officer of ATL, the Vice President of Human Resources of SONO (or such other SONO officer as SONO may designate), and the Chief Executive Officer of SONO. Consent shall be deemed given or withheld in accordance with the majority vote of the committee members.
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No Hire Covenant. Securityholder hereby agrees that Securityholder shall not, during the Noncompete Period, in any manner (other than as an employee of the Company), directly or by assisting others, recruit or hire, or attempt to recruit or hire, on the Securityholder's behalf or on behalf of any other person, firm or corporation, any employee of the Company.
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No Hire Covenant. Seller hereby covenants and agrees that for a period of three (3) years from the effective date of this Agreement, neither Seller nor its affiliates will employ or seek to employ any employees of Buyer, Fujimi America, Inc. or Fujimi Corporation, nor will Seller or its affiliates directly or indirectly suggest or encourage that any employees of Buyer, Fujimi America, Inc. or Fujimi Corporation, leave or otherwise change their employment relationship with Buyer, Fujimi America, Inc. or Fujimi Corporation. Seller retains the right to hire a former employee of Buyer, Fujimi America, Inc. or Fujimi Corporation, if such employee's employment has been terminated at the time of such hiring for any reason other than as a result of Seller's breach of this Agreement. For purposes of this Agreement, "
Sample 1
No Hire Covenant. At all times from the Closing Date until the second anniversary thereof, the Seller will not, and will cause its Affiliates not to, directly or indirectly employ or hire any person set forth on Schedule 5.15 or encourage any such person to leave such employment.
Sample 1
No Hire Covenant. School agrees that it shall not, during the term of this Agreement and for a period of eighteen (18) months following the termination of this Agreement for any reason, directly or indirectly hire, employ, retain or otherwise engage any Provider(s) who at any time provide Services hereunder.
Sample 1
No Hire Covenant. During the twelve month period following the ---------------- Distribution Date, ATL shall not offer employment to any then current employee of SONO, or any person who was an employee of SONO within a six month period immediately prior to ATL's proposed offer of employment without the prior written consent of SONO or the following Committee. In order to provide a mechanism to establish the consent contemplated by the provisions of the previous sentence, the parties shall establish a three person committee to review instances where ATL desires to employ either current or past employees of SONO during the twelve month period following the Distribution Date. The committee shall consist of the Chief Executive Officer of ATL, the Vice President of Human Resources of SONO (or such other SONO officer as SONO may designate), and the Chief Executive Officer of SONO. Consent shall be deemed given or withheld in accordance with the majority vote of the committee members. During the twelve month period following the Distribution Date, SONO shall not offer employment to any then current employee of ATL, or any person who was an employee of ATL within a six month period immediately prior to SONO's proposed offer of employment without the prior written consent of ATL or the following committee. In order to provide a mechanism to establish the consent contemplated by the provisions of previous sentence, the parties shall establish a three person committee to review instances where SONO desires to employ either then current or past employees of ATL within the twelve month period following the Distribution Date. The committee shall consist of the Chief Executive Officer of ATL, the Vice President of Human Resources of ATL, and the Chief Executive Officer of SONO. Consent shall be deemed given or withheld in accordance with the majority vote of the committee members.
Sample 1
No Hire Covenant. SCHOOL agrees that it shall not, during the term of this Agreement and for a period of eighteen (18) months following the termination of this Agreement for any reason, directly or indirectly, through any subsidiary, parent company or affiliate, hire, employ, retain or otherwise engage any employee or independent contractor of HOSPITAL who at any time provides, supervises, directs or is involved in the provision of services under this Agreement, nor shall SCHOOL induce, facilitate, or otherwise encourage any such employee or independent contractor to terminate his or her relationship with HOSPITAL. SCHOOL acknowledges the difficulty in calculating damages for such interference and hereby agrees that in the event of such interference, SCHOOL shall pay HOSPITAL liquidated damages in the amount of Thirty-Five Percent (35%) of the employee or independent contractor's yearly salary or annual contracted rate.
Sample 1
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No Hire Covenant. Buyer hereby covenants and agrees that for a period of three (3) years from the effective date of this Agreement, neither Buyer nor its affiliates will employ or seek to employ any employees of Seller or SpeedFam-IPEC Corporation, nor will Buyer or its affiliates directly or indirectly suggest or encourage that any employees of Seller or SpeedFam-IPEC Corporation leave or otherwise change their employment relationship with Seller or SpeedFam-IPEC Corporation. Buyer retains the right to hire a former employee of Seller or SpeedFam-IPEC Corporation if such employee's employment has been terminated at the time of such hiring for any reason other than as a result of Buyer's breach of this Agreement. For purposes of this Agreement, "
Sample 1

Related to No Hire Covenant

  • Non-Disclosure Covenant The Company and NewCo recognize and acknowledge that each has in the past, currently has, and in the future may possibly have, access to certain Confidential Information of APP that is valuable, special and a unique asset of such entity's business. APP acknowledges that it had in the past, currently has, and in the future may possibly have, access to certain Confidential Information of the Company and NewCo that is valuable, special and a unique asset of each such business. The Company, NewCo and APP, severally, agree that they will not disclose such Confidential Information to any person, firm, corporation, association or other entity for any purpose or reason whatsoever, except (a) to authorized representatives of APP, NewCo and the Company and (b) to counsel and other advisers to APP, NewCo and the Company provided that such advisers (other than counsel) agree to the confidentiality provisions of this Section 16.1, unless (i) such information becomes available to or known by the public generally through no fault of the Company, NewCo or APP, as the case may be, (ii) disclosure is required by law or the order of any governmental authority under color of law, provided, that prior to disclosing any information pursuant to this clause (ii) the Company, NewCo or APP, as the case may be, shall, if possible, give prior written notice thereof to the Company, NewCo or APP and provide the Company or APP with the opportunity to contest such disclosure, (iii) the disclosing party reasonably believes that such disclosure is required in connection with the defense of a lawsuit against the disclosing party, or (iv) the disclosing party is the sole and exclusive owner of such Confidential Information as a result of the Merger or otherwise. In the event of a breach or threatened breach by the Company, on the one hand, and APP, on the other hand, of the provisions of this Section, APP, NewCo and the Company shall be entitled to an injunction restraining the other party, as the case may be, from disclosing, in whole or in part, such Confidential Information. Nothing herein shall be construed as prohibiting any of such parties from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages.

  • Separate Covenants The covenants of Part IX of this Agreement shall be construed as separate covenants covering their particular subject matter. In the event that any covenant shall be found to be judicially unenforceable, said covenant shall not affect the enforceability or validity of any other part of this Agreement. Employee Initials ____

  • Other Covenants and Agreements (a) The Shareholder hereby agrees that, notwithstanding anything to the contrary in any such agreement, with respect to each such agreement to which the Shareholder is a party (i) each of the agreements set forth on Schedule B hereto shall be automatically terminated and of no further force and effect (including any provisions of any such agreement that, by its terms, survive such termination) effective as of, and subject to and conditioned upon the occurrence of, the Closing and (ii) upon such termination none of the Shareholder, the Company nor any of their respective Affiliates (including, from and after the Effective Time, Parent and its Affiliates) shall have any further obligations or liabilities under each such agreement. Without limiting the generality of the foregoing, each of the Parties hereby agrees to promptly execute and deliver all additional agreements, documents and instruments and take, or cause to be taken, all actions necessary or reasonably advisable in order to achieve the purpose of the preceding sentence. (b) The Shareholder shall be bound by and subject to (i) Section 6.4(a) and (b) (Confidentiality; Public Announcements) of the Merger Agreement to the same extent as such provisions apply to the parties to the Merger Agreement, as if the Shareholder is directly party thereto; provided that, the foregoing shall bind and subject the Shareholder only to the confidentiality and non-use obligations of the Confidentiality Agreement (as defined in the Merger Agreement), and shall not bind nor subject the Shareholder to any other provisions thereof; provided further that, notwithstanding Section 6.4(b) of the Merger Agreement, the Shareholder shall be permitted to make a public announcement to the extent that such announcement is required by applicable stock exchange rule, (ii) the first sentence of Section 6.10(a) (No Solicitation) of the Merger Agreement and (iii) Section 6.7 (No Claim Against Trust Account) of the Merger Agreement to the same extent as such provisions apply to the Company, in each case, mutatis mutandis, as if the Shareholder is directly party thereto. Notwithstanding anything in this Agreement to the contrary, (x) the Shareholder shall not be responsible for the actions of the Company or the board of directors of the Company (or any committee thereof) or any officers, directors (in their capacity as such), employees and professional advisors of any of the foregoing (the “Company Related Parties”), including with respect to any of the matters contemplated by this Section 2(b) (y) the Shareholder is not making any representations or warranties with respect to the actions of any of the Company Related Parties, and (z) any breach by the Company of its obligations under the Merger Agreement shall not be considered a breach of this Section 2(b) (it being understood for the avoidance of doubt that the Shareholder shall remain responsible for any breach by it of this Section 2(b)). (c) The Shareholder acknowledges and agrees that Parent and the other Parent Parties are entering into the Merger Agreement in reliance upon the Shareholder entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations contained in this Agreement and but for the Shareholder entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations contained in this Agreement, Parent and Merger Sub would not have entered into or agreed to consummate the transactions contemplated by the Merger Agreement. (d) The Shareholder hereby waives any rights of appraisal, including under Section 262 of the DGCL, or any other rights to dissent from the Merger that the Shareholder may have under applicable Legal Requirements. (e) At or prior to the Closing, the Shareholder shall duly execute and deliver to the Company and Parent the Eighth Amended and Restated Investor Rights Agreement of the Company, dated as of the date hereof, by and among the Company, the Shareholder and the other parties thereto substantially in the form attached hereto as Exhibit A.

  • Performance of Agreements and Covenants Each and all of the agreements and covenants of Buyer to be performed and complied with pursuant to this Agreement and the other agreements contemplated hereby prior to the Effective Time shall have been duly performed and complied with in all material respects.

  • Additional Agreements and Covenants The parties further agree and covenant as follows:

  • Agreements and Covenants The Company shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time.

  • Confidentiality Covenant You acknowledge that your employment by the Company will, throughout the term of your employment, bring you into close contact with many confidential affairs of the Company, its affiliates and third parties doing business with the Company, including information about costs, profits, markets, sales, products, key personnel, pricing policies, operational methods, technical processes and other business affairs and methods and other information not readily available to the public, and plans for future development. You further acknowledge that the services to be performed under this Agreement are of a special, unique, unusual, extraordinary and intellectual character. You further acknowledge that the business of the Company and its affiliates is international in scope, that its products and services are marketed throughout the world, that the Company and its affiliates compete in nearly all of its business activities with other entities that are or could be located in nearly any part of the world and that the nature of your services, position and expertise are such that you are capable of competing with the Company and its affiliates from nearly any location in the world. In recognition of the foregoing, you covenant and agree: 8.1.1. You shall use all reasonable efforts to keep secret all confidential matters of the Company, its affiliates and third parties and shall not disclose such matters to anyone outside of the Company and its affiliates, or to anyone inside the Company and its affiliates who does not have a need to know or use such information, and shall not use such information for personal benefit or the benefit of a third party, either during or after the Term, except with the Company’s written consent, provided that (i) you shall have no such obligation to the extent such matters are or become publicly known other than as a result of your breach of your obligations hereunder, (ii) you may, after giving prior notice to the Company to the extent practicable under the circumstances, disclose such matters to the extent required by applicable laws or governmental regulations or judicial or regulatory process, and (iii) to the extent necessary to enforce the terms of this Agreement; and 8.1.2. You shall deliver promptly to the Company on termination of your employment, or at any other time the Company may so request, all memoranda, notes, records, reports and other documents (and all copies thereof) relating to the Company’s and its affiliates’ businesses, which you obtained while employed by, or otherwise serving or acting on behalf of, the Company and which you may then possess or have under your control.

  • Performance of Covenants and Agreements The Buyer and Buyer Sub each shall have performed and complied in all material respects with all covenants and agreements contained in this Agreement required to be performed or complied with by it on or prior to the Closing.

  • Conditions and Covenants All of the provisions of this Lease shall be deemed as running with the land, and construed to be “conditions” as well as “covenants” as though the words specifically expressing or imparting covenants and conditions were used in each separate provision.

  • Non-Compete Covenant For a period of 2 years after the effective date of this Agreement, NC will not directly or indirectly engage in any business that competes with ARS. This covenant shall apply to the geographical area that includes North America.

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