No Solicit; No Hire. Neither Xxxxxxx International nor Xxxxxxx Electronics, or any member of their respective Groups, shall, from the Effective Time through and including two years from the Effective Date, without the prior written consent of the applicable Party, directly or indirectly, recruit, solicit, hire or retain any person who is an employee of the other Party or its Subsidiaries as of the Effective Time or induce, or attempt to induce, any such employee to terminate his or her employment with, or otherwise cease his or her relationship with, the other Party or its Subsidiaries; provided, however, that (i) 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 or any hiring as a result thereof; provided, that the applicable Party has not encouraged or advised such firm to approach any such employee or Party and (ii) the prohibitions of this Section 5.1 shall not apply with respect to an employee of the other Party or their Subsidiaries six months after the later of (x) the date of termination of his or her employment with the other Party and their Subsidiaries and (y) the last date on which such individual receives severance or other termination payments from the other Party or any of their Subsidiaries. The Parties agree that irreparable damage may occur in the event that the provisions of this Section 5.1 were not performed in accordance with their specific terms. Accordingly, it is hereby agreed that the Parties shall be entitled to an injunction or injunctions to enforce specifically the terms and provisions hereof in any court of the United States or any state having jurisdiction, this being in addition to any other remedy to which they are entitled at law or in equity.
Appears in 4 contracts
Samples: Separation and Distribution Agreement (Kimball Electronics, Inc.), Separation and Distribution Agreement (Kimball International Inc), Separation and Distribution Agreement (Kimball Electronics, Inc.)
No Solicit; No Hire. Neither Xxxxxxx International nor Xxxxxxx Electronics, None of LQ Parent or CPLG or any member of their respective Groups, Groups shall, for a period of twelve (12) months from the Effective Time through and including two years from the Effective DateTime, without the prior written consent of the applicable other Party, directly or indirectly, recruit, solicit, hire or retain any person who is an employee of the other Party or its Subsidiaries as of the Effective Time or induce, or attempt to induce, any such employee to terminate his or her employment with, or otherwise cease his or her relationship with, the other Party or its Subsidiaries; provided, however, that (i) nothing in this Section 5.1 5.3 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 or any hiring as a result thereof; provided, that the applicable Party has not encouraged or advised such firm to approach any such employee or Party and (ii) the prohibitions of this Section 5.1 5.3 shall not apply with respect to an employee of the other Party or their Subsidiaries six months after the later of (x) the date of termination of his or her employment with the other Party and their Subsidiaries and (y) the last date on which such individual receives severance or other termination payments from the other Party or any of their Subsidiariesemployees who have been terminated by a Party. The Parties agree that irreparable damage may occur in the event that the provisions of this Section 5.1 5.3 were not performed in accordance with their specific terms. Accordingly, it is hereby agreed that the Parties shall be entitled to an injunction or injunctions to enforce specifically the terms and provisions hereof in any court of the United States or any state having jurisdiction, this being in addition to any other remedy to which they are entitled at law or in equity. In respect of countries whose local Laws declare as invalid or unenforceable or prohibit any agreement between employers not to hire Employees (as defined in the Employee Matters Agreement) of the other, the Parties shall not have an agreement not to hire Employees of the other but agree not to actively solicit the services of each other’s Employees for such period on and after the Effective Time as specified in this Section 5.3.
Appears in 3 contracts
Samples: Separation and Distribution Agreement, Separation and Distribution Agreement (CorePoint Lodging Inc.), Separation and Distribution Agreement (La Quinta Holdings Inc.)
No Solicit; No Hire. Neither Xxxxxxx International IR nor Xxxxxxx ElectronicsAllegion, or any member of their respective Groups, shall, from the Effective Time through and including two years from the Effective Date, without the prior written consent of the applicable Party, directly or indirectly, recruit, solicit, hire or retain any person who is an employee of the other Party or its Subsidiaries as of the Effective Time or induce, or attempt to induce, any such employee to terminate his or her employment with, or otherwise cease his or her relationship with, the other Party or its Subsidiaries; provided, however, that (i) 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 or or, any hiring as a result thereof; provided, that the applicable Party has not encouraged or advised such firm to approach any such employee or Party and (ii) the prohibitions of this Section 5.1 shall not apply with respect to an employee of the other Party or their Subsidiaries six months after the later of (x) the date of termination of his or her employment with the other Party and their Subsidiaries and (y) the last date on which such individual receives severance or other termination payments from the other Party or any of their Subsidiaries. The Parties agree that irreparable damage may occur in the event that the provisions of this Section 5.1 were not performed in accordance with their specific terms. Accordingly, it is hereby agreed that the Parties shall be entitled to an injunction or injunctions to enforce specifically the terms and provisions hereof in any court of the United States or any state having jurisdiction, this being in addition to any other remedy to which they are entitled at law or in equity.
Appears in 2 contracts
Samples: Separation and Distribution Agreement (Ingersoll-Rand PLC), Separation and Distribution Agreement (Allegion PLC)
No Solicit; No Hire. Neither Xxxxxxx International IR nor Xxxxxxx ElectronicsAllegion, or any member of their respective Groups, shall, from the Effective Time through and including two years from the Effective Date, without the prior written consent of the applicable Party, directly or indirectly, recruit, solicit, hire or retain any person who is an employee of the other Party or its Subsidiaries as of the Effective Time or induce, or attempt to induce, any such employee to terminate his or her employment with, or otherwise cease his or her relationship with, the other Party or its Subsidiaries; provided, however, that (i) 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 or or, any hiring as a result thereof; provided, that the applicable Party has not encouraged or advised such firm to approach any such employee or Party and (ii) the prohibitions of this Section 5.1 shall not apply with respect to an employee of the other Party or their Subsidiaries six months after the later of (x) the date of termination of his or her employment with the other Party and their Subsidiaries and (y) the last date on which such individual 24 receives severance or other termination payments from the other Party or any of their Subsidiaries. The Parties agree that irreparable damage may occur in the event that the provisions of this Section 5.1 were not performed in accordance with their specific terms. Accordingly, it is hereby agreed that the Parties shall be entitled to an injunction or injunctions to enforce specifically the terms and provisions hereof in any court of the United States or any state having jurisdiction, this being in addition to any other remedy to which they are entitled at law or in equity.
Appears in 1 contract
Samples: Separation and Distribution Agreement (Allegion PLC)