No Solicit. Except as otherwise permitted in Section 4.3 of the Merger Agreement and Section 5.3 hereof, each Member agrees that, during the Voting Period, such Member shall not directly or indirectly, and shall ensure that, if applicable, each of such Member’s officers, directors and financial advisors (it being understood that a financial advisor of the Company shall not constitute a financial advisor of such Member unless such financial advisor constitutes a Member’s Representative) does not, and shall use reasonable best efforts to ensure that each of such Member’s Representatives (other than officers, directors and financial advisors) does not, directly or indirectly: (a) solicit, initiate, induce or knowingly facilitate, encourage or assist (it being understood and agreed that answering unsolicited phone calls shall not be deemed to “knowingly facilitate, encourage or assist” for purposes of, or otherwise constitute a violation of, this Section 5.2) the making, submission or announcement of any Acquisition Proposal or Acquisition Inquiry or the making of any proposal that could reasonably be expected to lead to an Acquisition Proposal or Acquisition Inquiry; (b) furnish or otherwise provide access to any non-public information regarding any of the Acquired Companies to any Person in connection with or in response to an Acquisition Proposal or Acquisition Inquiry; (c) engage in discussions or negotiations with any Person with respect to any Acquisition Proposal or Acquisition Inquiry (except to disclose the existence of this Section 5.2 and this Agreement); (d) recommend the approval, acceptance or adoption of, or approve, accept or adopt, any Acquisition Proposal; (e) take any action that could reasonably result in the revocation or invalidation of the Proxy; or (f) agree in writing or publicly propose to take any of the actions referred to in this Section 5.2 or otherwise prohibited by this Agreement. Notwithstanding the foregoing, this Section 5.2 shall not prevent a Member in its capacity as such from engaging in the activities set forth in Section 4.3(b) or Section 4.3(c) of the Merger Agreement, but only if the Company is permitted to take such actions permitted by such sections, and, for the avoidance of doubt, may participate in discussions or negotiations with any Person regarding an Acquisition Proposal if at such time the Company is permitted to do so with respect to such Acquisition Proposal pursuant to the Merger Agreement.
No Solicit. None of Dover or Xxxxxxx or any member of their respective Groups will from the Effective Time through and including the two year anniversary of the Effective Time, without the prior written consent of the other applicable Party, either directly or indirectly, on their own behalf or in the service or on behalf of others, solicit, aid, induce or encourage any employee of the other Party to terminate or breach an employment, contractual or other relationship with the other Party (or its Affiliates), hire or otherwise employ any employee of the other Party; provided, however, that nothing in this Section 5.1 shall be deemed to prohibit, any general solicitation for employment through advertisements and search firms not specifically directed at employees of such other applicable Party; provided, further, that the applicable Party has not encouraged or advised such firm to approach any such employee.
No Solicit. 18. Both parties agree that they will not solicit, interfere with, or entice or endeavour to solicit, interfere with or entice away from the other party, any employee or consultant of the other party, or of either parties consultant(s) or sub-contractor, for the duration of this agreement.
No Solicit. None of Duke Energy or Spectra Energy or any member of their respective Groups will from the Effective Time through and including the one year anniversary of the Effective Time, without the prior written consent of the other applicable Party, either directly or indirectly, on their own behalf or in the service or on behalf of others, solicit, aid, induce or encourage any individual who is an employee of any other Party’s respective Group to leave his or her employment; provided, however, that nothing in this Section 5.1 shall be deemed to prohibit, any general solicitation for employment through advertisements and search firms not specifically directed at employees of such other applicable Party; provided further, that the applicable Party has not encouraged or advised such firm to approach any such employee.
No Solicit. (a) Prior to the Expiration Date, Stockholder shall not take any action that would be a breach of Section 4.3(b) of the Merger Agreement as if such action were taken by the Company and without giving effect to Section 4.3(c). Without limiting the generality of the foregoing, if Stockholder, its Affiliates or any of their respective Representatives receives any Acquisition Proposal or any Inquiry at any time after the execution and delivery of this Agreement and prior to Closing, then Stockholder shall promptly notify Parent in writing (i) of the receipt by Stockholder, its Affiliates or their respective Representatives of such Inquiry or Acquisition Proposal (whether written or oral), (ii) any information requested by Stockholder, its Affiliates or Representatives in connection with such Acquisition Proposal or Inquiry, and (iii) any information regarding the discussions or negotiations relating to or in connection with any Inquiry or Acquisition Proposal that are sought, requested or continued, which notice shall include (A) the identity of such third party making such Inquiry or providing such Acquisition Proposal or requesting such information, (B) a summary of the material terms and conditions of any Acquisition Proposal or Inquiry and (C) copies of all draft documents or materials with respect to such Acquisition Proposal or Inquiry. The Stockholder shall thereafter keep Parent reasonably informed, on a current basis, of the status and terms of any such Acquisition Proposal or Inquiry and any negotiations related thereto, including (1) by providing on a current basis any copies of all draft documents and other agreements and other documents relating to such Acquisition Proposal or Inquiry and (2) notifying Parent promptly of any related information requests.
No Solicit. No-Raid/Non-Compete. Section (12)(a) of the Employment Agreement shall be amended to (i) eliminate the phrase "without the prior written approval of the Chairman of the Board" and (ii) add the following subclause (iii):
No Solicit. Subject to Section 6.2 and subject to Stockholder’s or any of its Representatives’, if applicable, right to take any action solely in his or her capacity as an officer or director of the Company that an officer acting on behalf of the Company or a director of the Company, respectively, (a) is permitted to take or (b) would be permitted to take, in each case, in accordance with Sections 4.3 and 4.4 of the Merger Agreement, Stockholder agrees that, during the Support Period, Stockholder shall not, and shall not authorize or knowingly permit any of its Representatives to, in each case directly or indirectly, (i) take any action that, if taken by the Company or any director or officer of the Company, would constitute a breach of the provisions of Sections 4.3(a) or 4.3(d) of the Merger Agreement or (ii) make any public disclosure or public communication regarding the Merger, any Acquisition Proposal or any Acquisition Inquiry (except (A) with Parent’s prior approval, (B) in a manner consistent with (and no more expansive than) any employee, customer, vendor, investor or other communications plan, press release or other communication previously approved by Parent, (C) in the ordinary course of business or (D) as is required by applicable Legal Requirements) (it being understood that, for the avoidance of doubt, Stockholder and its Representatives shall be entitled to make a disclosure that the Company (i) is permitted to make or (ii) would be permitted to make, in each case, in accordance with Section 4.3(h)(iii) of the Merger Agreement).
No Solicit. No Hire 33 Section 5.2 Auditors and Audits; Financial Statements and Accounting 33 Section 5.3 Cooperation 35 Section 5.4 Effect of Certain Corporate Transactions 35 ARTICLE VI SHARED CONTINGENT ASSETS AND SHARED CONTINGENT LIABILITIES Section 6.1 Shared Contingent Assets and Shared Contingent Liabilities 36 Section 6.2 Management of Shared Contingent Assets and Shared Contingent Liabilities 37 Section 6.3 Access to Information; Certain Services; Expenses 38
No Solicit. None of ASD or WABCO or any member of their respective Groups will from the Effective Time through and including the two year anniversary of the Effective Time, without the prior written consent of the other applicable Party, either directly or indirectly, on their own behalf or in the service or on behalf of others, solicit, aid, induce or encourage (i) in the case of ASD or any other member of the ASD Group, any employee at the level of vice president or higher, and in the case of WABCO or any other member of the WABCO Group, any employee whose position is listed on Schedule 5.1 or (ii) any employee working at a facility or location at which employees of the other Party or member of the other Party’s Group also work to leave his or her employment; provided, however, that nothing in this Section 5.1 shall be deemed to prohibit, any general solicitation for employment through advertisements and search firms not specifically directed at employees of such other applicable Party; provided, further, that the applicable Party has not encouraged or advised such firm to approach any such employee.
No Solicit. For the purpose of assuring to the Purchaser the full benefit of the business and goodwill of the Company, the Covenantors undertake (such undertaking having been taken into account when determining the Purchase Price under this Agreement) as separate and independent agreements that they will at no time after Closing disclose to any person, or use for any purpose, any information concerning the business, accounts or finances of the Company or any of its clients' or customers' transactions or affairs of which they have knowledge and that they will use their best endeavours to prevent the publication or disclosure of such information; and for two years after Closing, either on their own account or for any other person directly or indirectly solicit, interfere with or endeavour to entice away from any Company or any member of the Purchaser's group of companies as then constituted, any person who to their knowledge is, or has during the immediately preceding 3 years been, a employee of the Company or any member of the Purchaser's group of companies as then constituted.
