No Solicitation, Etc Sample Clauses
The No Solicitation clause prohibits one party from directly or indirectly soliciting, recruiting, or hiring employees or contractors of the other party during a specified period, typically during the term of the agreement and for some time afterward. This restriction may apply to both active and passive recruitment efforts, such as job postings or third-party headhunters, and can cover employees, consultants, or other key personnel. Its core function is to protect each party’s workforce and business relationships, reducing the risk of talent poaching and ensuring stability during and after the business relationship.
No Solicitation, Etc. You agree that, while employed by CBS and for the greater of twelve (12) months thereafter or for so long as payments are due to you pursuant to paragraph 7(b), 7(c), 7(f) or 7(k) of this Agreement, you shall not, directly or indirectly:
(i) employ or solicit the employment of any person who is then or has been within twelve (12) months prior thereto, an employee of CBS or any of CBS’s affiliated companies; or
(ii) do any act or thing to cause, bring about, or induce any interference with, disturbance to, or interruption of any of the then-existing relationships (whether or not such relationships have been reduced to formal contracts) of CBS or any of CBS’s affiliated companies with any customer, employee, consultant or supplier.
No Solicitation, Etc. (a) Subject to Sections 5.3(c) and 5.3(g), during the Pre-Closing Period, the Company shall not directly or indirectly, and shall not cause or permit any Representatives of the Company to, directly or indirectly, (i) solicit, initiate, knowingly encourage or knowingly facilitate the making, submission or announcement of any Acquisition Proposal or Acquisition Inquiry, (ii) furnish any non-public information regarding the Company to any Person in connection with or in response to an Acquisition Proposal or Acquisition Inquiry, (iii) engage in discussions or negotiations with any Person with respect to any Acquisition Proposal or Acquisition Inquiry, (iv) approve, endorse or recommend any Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or providing for any Acquisition Transaction or accepting any Acquisition Proposal; provided, however, that none of the foregoing restrictions shall apply to the Company’s and its Representatives’ interactions with Parent, Acquisition Sub and their respective Representatives. Without limiting the generality of the foregoing, the Company acknowledges and agrees that any action taken by any Representative of the Company that, if taken by the Company would constitute a breach of this Section 5.3, shall be deemed to constitute a breach of this Section 5.3 by the Company (whether or not such Representative is purporting to act on behalf of the Company).
(b) [Intentionally deleted].
(c) Nothing in this Agreement shall prohibit the Company or its board of directors from furnishing non-public information regarding the Company to, or entering into discussions or negotiations (including, as a part thereof, exchanging any counterproposals) with, any Person and its Representatives in response to a written Acquisition Proposal that is submitted to the Company by such Person (and not withdrawn) which the board of directors of the Company determines in good faith (after consultation with its financial advisor(s)) is, or could reasonably be expected to lead to, a Superior Proposal if (i) neither the Company nor any Representative of the Company shall have breached in any material respect any of the provisions set forth in this Section 5.3, (ii) the board of directors of the Company determines in good faith, after consultation with the Company’s outside legal counsel, that the failure to take such action could reasonably be expected to constitute a breach of the Company’s board of d...
No Solicitation, Etc. You agree that, during the Term and for one (1) year thereafter, you shall not, directly or indirectly:
(i) employ or solicit the employment of any person who is then or has been within six (6) months prior thereto, an employee of Viacom or any of its affiliated companies; or
(ii) interfere with, disturb or interrupt the relationships (whether or not such relationships have been reduced to formal contracts) of Viacom or any of its affiliated companies with any customer, supplier or consultant.
No Solicitation, Etc. You agree that, while employed by the Company and for the greater of: twelve (12) months thereafter or for so long as the Company is making any payments to you pursuant to paragraph 8(c), you shall not, directly or indirectly:
(A) employ or solicit the employment of any person who is then or has been within six (6) months prior thereto, an employee of the Company, CBS or any of their respective affiliated companies; or
(B) do any act or thing to cause, bring about, or induce any interference with, disturbance to, or interruption of any of the then-existing relationships (whether or not such relationships have been reduced to formal contracts) of the Company, CBS or any of their respective affiliated companies with any customer, employee, consultant or supplier.
No Solicitation, Etc. In consideration of Parent's and Merger Sub's significant expenses incurred (and to be incurred) in connection with the Merger, Stockholder agrees that until the Expiration Date, subject to Section 7 hereof Stockholder shall not and shall cause Stockholder's agents, representatives, advisors, employees, officers and directors, as applicable, not to initiate, solicit or promote any proposal or offer regarding an Acquisition Proposal (other than with Parent and its Affiliates).
No Solicitation, Etc. (a) The Corporation shall not, and shall cause its officers, directors, employees, agents, legal and financial advisors, and Affiliates not to, directly or indirectly, initiate or solicit any Alternative Transaction. The Corporation immediately shall cease and cause to be terminated any activities, discussions, or negotiations conducted prior to the date of this Agreement with any parties other than the Partnership with respect to any Alternative Transaction.
(b) The Corporation shall not, and shall cause each of its officers, directors, employees, agents, legal and financial advisors, and Affiliates not to, directly or indirectly, consider, recommend or accept any proposal to effectuate, or participate in any negotiations or discussions regarding, or furnish any information with respect to, or otherwise cooperate in any way in connection with, or assist or participate in, facilitate or encourage, any effort or attempt to effect, any Alternative Transaction; provided that the Corporation may provide information or undertake such discussions or negotiations in connection with or consider, recommend or accept an unsolicited, bona fide written offer from a Person other than the Partnership to effect an Alternative Transaction if the Board of Directors of the Corporation reasonably and in good faith determines, based on advice of its outside counsel, that the failure to provide such information to or undertake such discussions or negotiations with the Person submitting, or to consider, recommend or accept, such unsolicited written offer could cause the members of the Corporation's Board of Directors to breach their fiduciary duties under applicable laws.
(c) The Corporation promptly shall communicate to the Partnership the terms of any proposal that it may receive in respect of any Alternative Transaction, and the 41 Corporation shall keep the Partnership informed as to the status of any actions, including negotiations or discussions or the provision of information, taken pursuant to subsection (b) of this Section 6.2.
(d) In the event that the Corporation recommends or accepts, or executes any letter of intent, agreement in principle or definitive agreement concerning, any Alternative Transaction, (i) the Partnership shall be entitled to terminate this Agreement, and (ii) the Corporation shall make a payment to the Partnership of $1 million in cash upon consummation of the Alternative Transaction as to which the Partnership has exercised its termination right...
No Solicitation, Etc. (a) During the period from the date hereof continuing through the Closing, MLIM Parent shall not, and shall use its reasonable best efforts to cause its respective Affiliates and all of the officers, directors, employees, agents, representatives, consultants, financial advisors, attorneys, accountants or other agents of MLIM Parent or any Affiliate not to, directly or indirectly, encourage, initiate, solicit or engage in discussions or negotiations with, or provide any information to, any Person, other than BlackRock (and its Affiliates and representatives), concerning any acquisition by such Person of any Equity Rights, capital stock or other securities of the MLIM Business Entities or any issuance of equity interests, capital stock or other securities of the MLIM Business Entities or any merger, asset sale, recapitalization or similar transaction involving the MLIM Business Entities or the MLIM Business. MLIM Parent will notify BlackRock as soon as practicable if any Person makes any proposal, offer, inquiry to, or contact with, MLIM Parent or any MLIM Controlled Affiliate, as the case may be, with respect to the foregoing and shall describe in reasonable detail the identity of any such Person and the substance and material terms of any such contact and the material terms of any such proposal.
(b) During the period from the date hereof continuing through the Closing, BlackRock shall not, and shall use its reasonable best efforts to cause its respective Affiliates and all of the officers, directors, employees, agents, representatives, consultants, financial advisors, attorneys, accountants or other agents of BlackRock or any Affiliate not to, directly or indirectly, encourage, initiate, solicit or engage in discussions or negotiations with, or provide any information to, any Person, other than MLIM Parent (or its Affiliates and representatives), concerning any acquisition by such Person of any Equity Rights, capital stock or other securities of BlackRock or any BlackRock Controlled Affiliate or any issuance, other than as provided in Section 5.1, of equity interests, capital stock or other securities of BlackRock or any BlackRock Controlled Affiliate, or any merger, asset sale, recapitalization or similar transaction involving BlackRock or any BlackRock Controlled Affiliate. BlackRock will notify MLIM Parent as soon as practicable if any Person makes any proposal, offer, inquiry to, or contact with, BlackRock or any BlackRock Controlled Affiliate, as the ...
No Solicitation, Etc. (a) Home and Home Bank shall not, and shall cause each of their respective officers, directors, employees, agents, legal and financial advisors and Affiliates not to, directly or indirectly, solicit, initiate or, except as contemplated by Section 6.2(b) hereof, encourage, entertain or enter into any agreement or agreement in principle, or announce any intention to do any of the foregoing, with respect to any Alternative Transaction, other than the Alternative Transaction contemplated by this Agreement.
(b) Home or Home Bank shall not, and shall cause each of its officers, directors, employees, agents, legal and financial advisors and Affiliates not to, directly or indirectly, participate in any negotiations or discussions regarding, or furnish any information with respect to, or otherwise cooperate in any way in connection with, or assist or participate in, facilitate or encourage, any effort or attempt to effect, any Alternative Transaction with or involving any Person other than CU or CU Bank, unless Home or Home Bank shall have received an unsolicited written offer from a Person other than CU or CU Bank to effect an Alternative Transaction and the Board of Directors of Home determines, based on an opinion of counsel, that in the exercise of the fiduciary obligations of the Board of Directors such information should be provided to or such discussions or negotiations undertaken with the Person submitting such unsolicited written offer.
(c) Home will promptly communicate to CU the terms of any proposal which it may receive in respect of any Alternative Transaction and will keep CU informed as to the status of any actions, including negotiations or discussions, taken pursuant to subsection (b) of this Section 6.2.
No Solicitation, Etc. (i) You agree that, while employed by the Company and for twelve (12) months thereafter, you shall not directly or indirectly employ or solicit the employment of any person (other than your driver, the Manager, Administration or current personal assistant) who, on the date of termination of your employment, is an employee of the Company or any of its controlled affiliated companies; and
(ii) You agree that, while employed by the Company, you shall not willfully and directly interfere with, disturb, or interrupt any of the then-existing relationships (whether or not such relationships have been reduced to formal contracts) of the Company or any of its controlled affiliated companies with any customer, consultant or supplier resulting in material harm to the ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ as of [•]
No Solicitation, Etc. (a) Prior to the Effective Time, EFCC agrees that it shall not, and shall cause each of its officers, directors, employees, agents, legal and financial advisors and affiliates not to, directly or indirectly, make, solicit, encourage, initiate or unless permitted by Section 5.4(b) enter into any agreement or agreement in principle, or announce any intention to do any of the foregoing, with respect to any offer or proposal to acquire all or a substantial part of EFCC's business and properties or a substantial amount of EFCC's equity securities or debt securities whether by purchase, merger, purchase or assets, tender offer, exchange offer, business combination or otherwise (any such proposal or offer being hereinafter referred to as a "Third Party Transaction").
(b) Prior to the Effective Time, EFCC and its Subsidiaries shall not, and shall cause each of their officers, directors, legal and financial advisors, agents and affiliates not to, directly or indirectly, participate in any negotiations or discussions regarding, or furnish any information with respect to, or otherwise cooperate in any way in connection with, or assist or participate in, facilitate or encourage, any effort or attempt to effect or seek to effect, a Third Party Transaction with or involving any other person unless EFCC shall have received an unsolicited written offer to effect a Third Party Transaction and the Board of Directors of EFCC determines in good faith upon the written opinion of its outside legal counsel addressed to Star and EFCC that, in the exercise of the fiduciary obligations of the Board of Directors under applicable law, such information is required to be provided to or such discussions or negotiations are required to be undertaken with the person submitting such Third Party Transaction. EFCC represents that it is not currently involved in any negotiations with any person other than Star with respect to any Third Party Transaction.
(c) Prior to the Effective Time, EFCC will promptly communicate to Star the terms of any Third Party Transaction which it may receive and will keep Star informed as to the status of any actions, including negotiations or discussions, taken in connection therewith.