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. 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 the 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. ATL Ultrasound, Inc. SonoSight, Inc. By: _________________________ By: _____________________________ Title: ______________________ Title: __________________________ Date: _______________________ Date: ___________________________ ATTACHMENT A Form of Service Agreement (see following pages) 15 ATTACHMENT B Technology Transfer and License Agreement (see following pages) ATTACHMENT C Employee Benefits Agreement (see following pages) ATTACHMENT D OEM Supply Agreement (see following pages)
Sample 1
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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.
Sample 1Sample 2
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. 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
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. 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. 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. 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

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.

  • Nondisclosure Covenant The parties acknowledge that Employer and its affiliates are enterprises whose success is attributable largely to the ownership, use and development of certain valuable confidential and proprietary information (the “Proprietary Information”), and that Employee’s employment with Employer will involve access to and work with such information. Employee acknowledges that his relationship with Employer is a confidential relationship, and agrees that (i) he shall keep and maintain the Proprietary Information in strictest confidence, and (ii) he shall not, either directly or indirectly, use any Proprietary Information for his own benefit, or divulge, disclose or communicate any Proprietary Information in any manner whatsoever to any person or Entity other than to employees or agents of Employer having a need to know such Proprietary Information to perform their responsibilities on behalf of Employer, and to other persons or Entities in the normal course of Employer’s business. This nondisclosure obligation shall apply to all Proprietary Information, whether or not Employee participated in the development thereof. Upon termination of his employment with Employer for any reason, Employee will return to Employer all Proprietary Information in any medium and all other documents, data, materials or property of Employer (including any copies thereof) in his possession. For purposes of this Agreement, the term “Proprietary Information” shall include any and all proprietary information related to the business of Employer and its affiliates and stockholders, or to any of their products, services, sales or operations, which is not generally known to the public, specifically including (but without limitation): trade secrets, processes, formulae, compounds and properties thereof, data, files, research results, computer programs and related source codes and object codes, improvements, inventions, techniques, marketing plans, strategies, forecasts, copyrightable material, suppliers, methods and manner of operations; information relating to the identity, needs and location of all past, present and prospective customers; and information with respect to the internal affairs of Employer and its affiliates. Such Proprietary Information may or may not contain legends or other written notice that it is of a confidential or proprietary nature. The parties stipulate that, as between them, the above-described matters are important and confidential and gravely affect the successful conduct of the business of Employer and its affiliates and that any breach of the terms of this Section 5(b) shall be a material breach of this Agreement.

  • 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 The Company or, to the extent required hereunder, any Subsidiary should fail to perform or comply with any other covenant or agreement contained herein or in any other Loan Document or shall use the proceeds of any loan for an unauthorized purpose.

  • 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.

  • Other Agreements and Covenants 10.1 CMI will not market, sell, service, distribute or train for any product that is competitive with the Products except for CMI's own breath alcohol testing products.

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

  • Agreement and Covenants The Investor 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 Closing. Unless the Issuer receives written notification to the contrary at the Closing, the Issuer shall be entitled to assume that the preceding is accurate in all respects at the Closing.

  • 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.

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