No Solicitation of Personnel Sample Clauses

No Solicitation of Personnel. Each Party must not, during the Term and thereafter for twelve (12) months, solicit, or attempt to solicit, any of the other Party’s Personnel, or any person who was in employment of the other Party during the Term or for a twelve‌
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No Solicitation of Personnel. Until the earliest of (a) the execution and delivery by the parties hereto of a Definitive Transaction Agreement with respect to the Transaction or (b) one (1) year from the date of this Agreement, the receiving party agrees that no director, officer or employee of the receiving party that participated in the evaluation of the possible Transaction shall directly or indirectly initiate or maintain, or encourage or assist any other person to initiate or maintain, contact (except for those contacts made in the ordinary course of business) with any key employee (defined as any elected or appointed officer or director or any employee that manages or is otherwise directly responsible for the sales or operations of a business unit, service line or geographic region) of the disclosing party regarding its business, assets, operations, prospects or finances, except with the express permission of a duly authorized executive officer of the disclosing party. It is understood that all (i) communications regarding the possible Transaction, (ii) requests for Evaluation Material, (iii) requests for facility tours or management meetings and (iv) discussions or questions regarding procedures will be submitted or directed to such persons as the disclosing party may designate in writing to be responsible for such actions. The parties further agree that, for a period of two (2) years from the date hereof, the receiving party will not solicit for employment or employ any key employee of the disclosing party or its subsidiaries who was contacted during such evaluation or was identified as a result of such evaluation; provided, however, that this provision shall not prohibit the solicitation or employment of any such person (A) resulting from general advertisement for employment, (B) if such person approaches the receiving party on an unsolicited basis, or (C) whose employment by the disclosing party or its subsidiary has been terminated prior to the commencement of discussions between the receiving party and such employee.
Sample 1
No Solicitation of Personnel. Each Party must not, during the Term and thereafter for twelve (12) months, solicit, or attempt to solicit, any of the other Party’s Personnel, or any person who was in employment of the other Party during the Term or for a twelve (12) month period thereafter, without the other Party’s prior consent (which may be withheld in the other Party’s absolute discretion). For the purpose of this clause 15.2, solicit means an approach by a Party, or a third party acting on its behalf, to an individual with a view to employing or engaging, or procuring the employment or engagement of, such person as an officer or employee, independent contractor or consultant, other than by way of general advertising. Confidentiality and publicity Subject to the provisions of clauses 16.2 to 16.5, each Party must: treat as strictly confidential and only use the other Party’s Confidential Information solely for the purposes contemplated by this Agreement; not, without the prior written consent of the Party from whom the Confidential Information was obtained (which may be withheld in that Party’s absolute discretion), publish, use or otherwise disclose to any person the other Party’s Confidential Information except for the purposes contemplated by and only as expressly permitted by the terms and conditions of this Agreement; maintain adequate security for the other Party’s Confidential Information while in its possession or control, including protecting the same against any use, disclosure, access, damage or destruction which is inconsistent with the terms and conditions of this Agreement; and not make use of the other Party’s Confidential Information to the commercial, financial or competitive disadvantage of the other Party. Each Party may disclose Confidential Information which it would otherwise be prevented from disclosing pursuant to clause 16.1 if, but only to the extent it can demonstrate that: such disclosure is required by applicable Law or by any securities exchange or regulatory or governmental body having jurisdiction over it, wherever situated; the Confidential Information was lawfully in its possession prior to disclosure by the other Party (as evidenced by written records) and had not been obtained from the other Party; or the Confidential Information has come into the public domain, other than as a result of a breach of this Agreement or any other obligation of confidence, provided that any disclosure under clause 16.2.1 must, to the extent permitted by applicable Law...
Sample 1
No Solicitation of Personnel. During the Restricted Period, Consultant shall not solicit or attempt to solicit, and will not encourage or induce in any way, any employee, joint venturer or independent contractor of Amalgamated to terminate an employment or contractual relationship with Amalgamated. During the Restricted Period, Consultant agrees that he will not hire or retain the services of any person employed by Amalgamated (or its predecessors) during the one year period prior to the termination of Consultant’s engagement with Amalgamated or any person employed by Amalgamated.
Sample 1
No Solicitation of Personnel. If this Agreement is not completed, the Purchaser hereby agrees, for a period of one year subsequent to the date of this Agreement, not to solicit or entice away or endeavour to solicit or entice away from the Company or any of the Subsidiaries any person who at the date of this Agreement is a Director, a senior employee of the Company or any of the Subsidiaries or an employee with whom the Purchaser has contact or of whom the Purchaser gains knowledge during its investigation of the Company and the Subsidiaries to take up employment with the Purchaser.
Sample 1
No Solicitation of Personnel. During the period of performance for the services governed by this Agreement, neither party will actively solicit for hire, nor shall either party knowingly allow its employees or personnel to solicit for hire, any employee or personnel of the other party associated with the performance of this Agreement without the prior written consent of the other party. This provision shall not restrict in any way the right of either party to solicit generally in the media for required personnel, or hire an employee of the other who answers any advertisement or who otherwise voluntarily applies for hire without having been initially personally solicited or recruited by the hiring party. In addition, this provision shall not restrict employees, contractors, or representatives of either party from pursuing on their own initiative employment opportunities from or with the other party.
Sample 1
No Solicitation of Personnel. The Stockholder agrees that, during the Noncompetition Period, the Stockholder shall not, and shall not permit any of his Affiliates to: directly or indirectly, personally or through others, encourage, induce, attempt to induce, solicit or attempt to solicit (on the Stockholder's own behalf or on behalf of any other Person) any Specified Employee (as defined below) or any other employee to leave his or her employment, or an independent contractor to end a relationship with the Parent, the Company or any of the Parent's other subsidiaries, except that the foregoing shall not apply to any general advertising or recruitment efforts not specifically targeting such Specified Employee. (For purposes of this Section 2, "Specified Employee" shall mean any individual who (i) is or was an employee of any of the Company or the Parent or its subsidiaries, on the commencement date of the Noncompetition Period of this Noncompetition Agreement or during the 180-day period ending on the commencement date of the Noncompetition Period of this Noncompetition Agreement, and (ii) remains or becomes an employee of the Parent, the Company, or any of the Parent's other subsidiaries on the commencement date of the Noncompetition Period of this Noncompetition Agreement or at any time during the Noncompetition Period).
Sample 1
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Related to No Solicitation of Personnel

  • Non-Solicitation of Personnel During the term of this Agreement and for a period of one (1) year thereafter, Consultant will not directly or indirectly solicit the services of any Company employee or consultant for Consultant’s own benefit or for the benefit of any other person or entity.

  • No Solicitation The Stockholder shall, and shall cause its affiliates that it controls and its and its controlled affiliates’ respective directors, officers, employees, investment bankers, attorneys, financial and other advisors or other representatives not to, directly or indirectly, (i) solicit, initiate, encourage, or induce the making, submission or announcement of, an Acquisition Proposal, (ii) furnish to any Person (other than Customers or any designees of Customers) any non-public information relating to the Company or any of its Subsidiaries, or afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to any Person (other than Customers), or take any other action intended to assist or facilitate any inquiries or the making of any proposal that constitutes or could reasonably be expected to lead to an Acquisition Proposal, (iii) participate or engage in discussions or negotiations with any Person with respect to an Acquisition Proposal (other than to notify such Person as to the existence of this provision), (iv) approve, endorse or recommend an Acquisition Proposal, (v) enter into any letter of intent, memorandum of understanding or other agreement, contract or arrangement contemplating or otherwise relating to an acquisition transaction, otherwise than pursuant to the terms of the Merger Agreement, or (vi) terminate, amend or waive any rights under any “standstill” or other similar agreement between the Stockholder and any Person (other than Customers). The Stockholder shall immediately cease any and all existing activities, discussions or negotiations with any persons (other than Customers and its affiliates and representatives) conducted heretofore with respect to any Acquisition Proposal. Without limiting the generality of the foregoing, the Stockholder acknowledges and hereby agrees that any violation of the restrictions set forth in this Section 6 by the Stockholder or any representatives of the Stockholder shall be deemed to be a breach of this Section 6 by the Stockholder. The Stockholder shall not enter into any letter of intent or similar document or any agreement contemplating or otherwise relating to an Acquisition Proposal unless and until this Agreement is terminated pursuant to its terms.

  • No Solicitation of Customers During the Executive’s employment with the Employer and for a period of 12 months thereafter, the Executive shall not (except on behalf of or with the prior written consent of the Employer), either directly or indirectly, on the Executive’s own behalf or in the service or on behalf of others, (A) solicit, divert, or appropriate to or for a Competing Business, or (B) attempt to solicit, divert, or appropriate to or for a Competing Business, any person or entity that is or was a customer of the Employer or any of its Affiliates at any time during the 12 months prior to the date of termination and with whom the Executive has had material contact.

  • No Solicitations From and after the date of this Agreement until the Effective Time or termination of this Agreement pursuant to ARTICLE X, the Company will not nor will it authorize or permit any of its officers, directors, affiliates or employees or any investment banker, attorney or other advisor or representative retained by it, directly or indirectly, (i) solicit or initiate the making, submission or announcement of any other acquisition proposal, (ii) participate in any discussions or negotiations regarding, or furnish to any person any non-public information with respect to any other acquisition proposal, (iii) engage in discussions with any Person with respect to any other acquisition proposal, except as to the existence of these provisions, (iv) approve, endorse or recommend any other acquisition proposal or (v) enter into any letter of intent or similar document or any contract agreement or commitment contemplating or otherwise relating to any other acquisition proposal.

  • Employee Non-Solicitation During the term of Executive's employment with the Company and for one (1) year thereafter, Executive shall not directly or indirectly encourage any Company employee to terminate his employment with the Company unless Executive does so in the course of performing his duties for the Company and such encouragement is in the Company's best interests. For purposes of this Article VII, the term “Company” means Kohl's Department Stores, Inc. and its parent companies, subsidiaries and other affiliates.

  • Entry and Sojourn of Personnel A Contracting Party shall, subject to its laws applicable from time to time relating to the entry and sojourn of non-citizens, permit natural persons of the other Contracting Party and personnel employed by companies of the other Contracting Party to enter and remain in its territory for the purpose of engaging in activities connected with investments.

  • Non-Solicitation of Clients During the Restricted Period, the Executive agrees not to solicit, directly or indirectly, on his own behalf or on behalf of any other person(s), any client of the Company to whom the Company had provided services at any time during the Executive’s employment with the Company in any line of business that the Company conducts as of the date of the Executive’s termination of employment or that the Company is actively soliciting, for the purpose of marketing or providing any service competitive with any service then offered by the Company.

  • No Solicitation or Hiring of Employees During the Non-Compete Period, the Executive shall not solicit, entice, persuade or induce any individual who is employed by the Company or the Company Affiliates (or who was so employed within twelve (12) months prior to the Executive’s action) to terminate or refrain from continuing such employment or to become employed by or enter into contractual relations with any other individual or entity other than the Company or the Company Affiliates, and the Executive shall not hire, directly or indirectly, for himself or any other person, as an employee, consultant or otherwise, any such person. Anything to the contrary notwithstanding, the Company agrees that (i) the Executive’s responding to an unsolicited request from any former employee of the Company for advice on employment matters; and (ii) the Executive’s responding to an unsolicited request for an employment reference regarding any former employee of the Company from such former employee, or from a third party, by providing a reference setting forth his personal views about such former employee, shall not be deemed a violation of this Section 7(c); in each case, to the extent the Executive does not encourage the former employee to become employed by a company or business that employs the Executive or with which the Executive is otherwise associated (including, but not limited to, association as a sole proprietor, owner, employer, partner, principal, investor, joint venturer, shareholder, associate, employee, member, consultant, contractor, director or otherwise).

  • Non-Solicitation of Company Employees Executive shall not, at any time during the Restricted Period (as defined below), without the prior written consent of the Company, engage in the following conduct (a "Solicitation"): (i) directly or indirectly, contact, solicit, recruit or employ (whether as an employee, officer, director, agent, consultant or independent contractor) any person who was or is at any time during the previous six months an employee, representative, officer or director of the Company; or (ii) take any action to encourage or induce any employee, representative, officer or director of the Company to cease his or her relationship with the Company for any reason. A "Solicitation" does not include any recruitment of employees for the Company.

  • No Solicitation of Employees In partial consideration for the award of these Units, in order to forestall the disclosure or use of Confidential Information, as well as to deter the Grantee’s intentional interference with the contractual relations of the Company or any Affiliated Company, the Grantee’s intentional interference with prospective economic advantage of the Company or any Affiliated Company, and to promote fair competition, the Grantee agrees that the Grantee’s right to receive the Shares upon settlement of the Units is contingent upon the Grantee refraining, during the Period of Restriction and for a period of one (1) year after the Settlement Date, for himself/herself or any third party, directly or indirectly, from soliciting for employment any person employed by the Company, or by any Affiliated Company, during the period of the solicited person’s employment and for a period of one (1) year after the termination of the solicited person’s employment with the Company or any Affiliated Company (collectively “Solicit”). If, during the term of the Period of Restriction or at any time within one (1) year after the Settlement Date, the Grantee breaches his/her obligation not to Solicit, the Grantee’s right to the Shares upon settlement of the Units shall not have been earned and the Units, whether vested or not, will be immediately cancelled, and the Grantee shall immediately return to the Company the Shares issued in settlement of the Units or the pre-tax income derived from any disposition of such Shares. THE GRANTEE UNDERSTANDS THAT THIS PARAGRAPH IS NOT INTENDED TO AND DOES NOT PROHIBIT THE CONDUCT DESCRIBED, BUT PROVIDES FOR THE CANCELLATION OF THE UNITS AND A RETURN TO THE COMPANY OF THE SHARES OR THE GROSS TAXABLE PROCEEDS OF THE SHARES IF THE GRANTEE SHOULD CHOOSE TO VIOLATE THIS NON-SOLICITATION OF EMPLOYEES PROVISION DURING THE PERIOD OF RESTRICTION OR WITHIN ONE (1) YEAR AFTER THE SETTLEMENT DATE.

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