Non Competition Solicitation of Employees Sample Clauses

Non Competition Solicitation of Employees. (a) During the period beginning on the Closing Date and ending on the fifth anniversary of the Closing Date (the “Restricted Period”), Seller will not, and will cause its Subsidiaries not to, directly or indirectly, (i) subject to ‎Section 5.07(b), within the United States, Canada or Mexico, (A) engage in the Restricted Business or (B) manage, operate, own, control or participate in the ownership, management, operation or control of, any corporation, partnership, limited liability company, association, trust or other entity or organization (“Business Entity”) or subset of any Business Entity that is engaged in the Restricted Business or (ii) disparage Purchaser or any of its Affiliates in any way that would be reasonably likely to adversely affect the goodwill, reputation or business relationships of Purchaser or any of its Affiliates with any of their customers, suppliers, employees or other material business relations of the Business; provided that in no event will advising or referring customers in the ordinary course of business as to preferred partners for specific commercial solutions constitute disparagement in and of itself. (b) Notwithstanding the foregoing or anything to the contrary contained in this Agreement, neither Seller nor any of its Subsidiaries shall be prohibited at any time from: (i) engaging in any of the businesses of Seller or any of its Subsidiaries existing as of the date hereof, other than the Restricted Business; (ii) owning or acquiring an interest in (but not participating in the management or operation of) any mutual fund or similar common investment vehicle that may own an interest in any Business Entity that engages in all or a portion of the Restricted Business; (iii) owning or acquiring, for purposes of passive investment, less than 10% of (A) any class of securities or (B) the value of any class of indebtedness of any Business Entity that engages in all or a portion of the Restricted Business, so long as Seller and its Subsidiaries do not control or participate in the management or operation of such Business Entity; or (iv) acquiring the whole or any part of an After-Acquired Business; provided that Seller or such Subsidiary of Seller will promptly (and in any event within six months) following the acquisition of such After-Acquired Business dispose of the assets representing the portion of such After-Acquired Business that engages in the Restricted Business; provided, further, that Seller and its Subsidiaries shall not...
Sample 1
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Non Competition Solicitation of Employees. Exclusivity; Confidentiality. (a) (i) During the period commencing on the date hereof and ending upon the earlier of the third anniversary of the Closing or the termination of this Agreement (the "RESTRICTED PERIOD"), each of the Seller Parties and, pursuant to the Undertakings Agreement, the Parent Parties (each, a "RESTRICTED PARTY") agrees that it will not, directly or indirectly through its Controlled Affiliates, directly or indirectly engage or participate in, or acquire an equity interest in any Person which engages or participates in, a Restricted Business, other than in accordance with the provisions in this Section 5.9. The term "Restricted Business" shall mean (x) the business of creating, developing, acquiring (by license or otherwise), marketing, selling or licensing interactive television "runtime" or "middleware" operating software (including related software, related hardware and related software tools) for use by multi-channel television network operators, related hardware suppliers and related application developers and (y) to the extent not included in clause (x) above, the interactive television business as currently conducted and as proposed to be conducted by OpenTV and its Subsidiaries on the date hereof (as provided for in the 2002 Budget and as described in all annual, interim and current reports filed by OpenTV with the Commission since January 1, 2000 and prior to the date hereof).
Sample 1
Non Competition Solicitation of Employees. Commencing with the effective date hereof and ending on May 31, 2007 (the “Limitation Period”), except with the written consent of the Board of Trustees of the Company (the “Board”), Consultant shall not directly or indirectly, own, manage, operate, join, control, finance or participate in the ownership, management, operation, control or financing of, or be connected as an officer, director, employee, partner, principal, agent, representative, stockholder, consultant, investor or otherwise with, or use or permit his name to be used in connection with, any person, business or enterprise which directly or indirectly engages in the Company’s Business (as defined immediately below). For purposes of this Agreement, the “Company’s Business” shall mean the acquisition, development, management or operation of student, military or multifamily housing which caters to either; the construction, renovation or maintenance of such housing or similar facilities; or the provision of property management, construction or similar services to owners or other operators of such housing or similar facilities. In further consideration for the Company’s promises under this Agreement, Consultant agrees that for the Limitation Period Consultant will not:
Sample 1
Non Competition Solicitation of Employees. I acknowledge and agree that the Confidential Information is the exclusive and valuable property of the Company and may not be used by me for any purpose of any kind, directly or indirectly, except during the term of this Agreement for the sole and exclusive benefit of the Company in my capacity as an employee of the Company and that the success of the Company depends on my observance of his covenants in this Section 7. 7.1 In consideration of the rights and benefits to be provided to me by the Company, I agree that so long as I am an employee or consultant of the Company and in addition for the Restrictive Period (as hereinafter defined) I shall not directly or indirectly: 7.1.1 Engage or participate in any business or line of business that competes with the business conducted by the Company or under consideration by the Company while I was employed by the Company (the "Business"); or perform any research or development or distribution or marketing services of products that compete with the Business within the restricted Geographic Area. 7.1.2 Solicit any employee or consultant of the Company or persuade or entice any such employee or consultant to terminate or lessen the extent of his or its relationship with the Company. 7.1.3 Engage in any activity to interfere with, disrupt or damage the Business of the Company or its relationships with any of its clients, customers, distributors, suppliers, investors or other financial co-venturer or other business relationship. 7.1.4 Engage in business with, or provide advice or services to, any person or entity which directly or indirectly competes with the Business (or any line of business) of the Company. 7.1.5 For the purposes of this Agreement, the term "Restrictive Period" shall mean the term of this Agreement and an additional period of twelve months.
Sample 1
Non Competition Solicitation of Employees. For a period of two (2) years following the Closing Date, neither the Sellers nor any of their Affiliates shall, directly or indirectly, engage in any business which offers for sale, markets, develops, distributes, promotes or licenses software components for sale to OEM manufacturers, or stand-alone products or solutions for sale to any customer, which, in either case, offer the same or substantially similar functionality to customers as (i) any of the Products or (ii) any product of the Buyer which represents an upgrade or modification of or enhancement to, any of the Products and which has the same or substantially similar functionality as any of the Products. The foregoing restriction shall not apply to the activities of the New Company (see Article 4), or to Texcel Sweden in its capacity as an equity owner therein. Further, for a period of two (2) years following the Closing Date, neither the Sellers nor any of their Affiliates shall, directly or indirectly, solicit, induce or encourage any person employed by the Buyer in the operation of the business involving the Purchased Assets to terminate his or her employment with the Buyer, provided, however, that the restrictions set forth in this Section 10.2 shall not be construed to limit or restrict the Sellers or any of their Affiliates from (i) making general, untargeted public solicitations for employment in print, broadcast or electronic media, or (ii) transitioning to the Buyer full control and use of the Purchased Assets.
Sample 1
Non Competition Solicitation of Employees 
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Related to Non Competition Solicitation of Employees

  • Non-Solicitation of Employees During employment and for a period of twelve (12) months after termination, Executive agrees not to hire, employ, solicit, divert, recruit, or attempt to induce, directly or indirectly, any existing or future employee of the Company to leave their position with the Company or to become associated with a competing business.

  • Non-Competition/Solicitation To the Company’s knowledge, no Respondent is subject to any non-competition agreement or non-solicitation agreement with any employer or prior employer which could materially affect such Respondent’s ability to be and act in the capacity of a director or officer of the Company, as applicable.

  • Solicitation of Employees I agree that for a period of twelve (12) months immediately following the termination of my relationship with the Company for any reason, whether with or without cause, I shall not either directly or indirectly solicit, induce, recruit or encourage any of the Company’s employees to leave their employment, or take away such employees, or attempt to solicit, induce, recruit, encourage or take away employees of the Company, either for myself or for any other person or entity.

  • 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.

  • 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.

  • Non-Compete, Non-Solicitation (a) In further consideration of the compensation to be paid to Executive hereunder, Executive acknowledges that in the course of his employment with the Company he has and shall become familiar with the Company’s and its subsidiaries’ trade secrets and with other Confidential Information and that his services shall be of special, unique and extraordinary value to the Company and its subsidiaries. Therefore, Executive has agreed that during the Employment Period and continuing for the later of (i) twelve (12) months after termination of the Employment Period and (ii) the period during which the Severance Payment, if any, is being paid pursuant to Section 2D(b) (the “Noncompete Period”), to not directly or indirectly own any interest in, manage, control, participate in, consult with, advise, render services for, or in any manner engage in the business of owning, operating, managing, any business that is competitive with the business which the Company or its subsidiaries conducts at the time the Employment Period is terminated. Nothing herein shall prohibit Executive from being a passive owner of not more than two percent (2%) of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no active participation in the business of such corporation. (b) During the Employment Period and continuing for the later of (i) twenty-four (24) months after termination of the Employment Period and (ii) the period during which the Severance Payment, if any, is being paid pursuant to Section 2D(b) (the “Nonsolicitation Period”), Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee of the Company or any of its subsidiaries to leave the employ of the Company or such subsidiary, (ii) hire any person who was an employee of the Company or any of its subsidiaries at any time during the twelve- (12) month period preceding such hiring; or (iii) induce or attempt to induce any material customer, supplier, licensee, licensor or other business relation of the Company, its subsidiaries to cease doing business with the Company or such subsidiary, other than in connection with ordinary course post-termination competitive activities undertaken as permitted in Section 3C(a).

  • 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.

  • Non-Solicitation of Executives During the Non-Compete Term, Executive will not, either directly or indirectly, call on, solicit or induce any other executive or officer of the Company or its affiliates with whom Executive had contact, knowledge of, or association with in the course of employment with the Company to terminate his employment, and will not assist any other person or entity in such a solicitation; PROVIDED, HOWEVER, that with respect to soliciting any executive or officer whose employment was terminated by the Company or its affiliates, or general solicitations for employment not targeted at current officers or employees of the Company or its affiliates, the foregoing restriction shall not apply.

  • Non-Competition; Non-Solicitation (a) In consideration of this Agreement, the Executive agrees that, for the period ending one year after the termination of the Executive's employment with the Company by the Company for Cause or by the Executive without Good Reason (the "Non-Competition Period"), the Executive will not, directly or indirectly (whether as a sole proprietor, partner or venturer, stockholder, director, officer, employee, consultant or in any other capacity as principal or agent or through any Person, subsidiary or employee acting as nominee or agent): (i) conduct or engage in or be interested in or associated with any Person which conducts or engages in the Triarco Business within the United States; (ii) take any action, directly or indirectly, to finance, guarantee or provide any other material assistance to any Person engaged in the Triarco Business; (iii) solicit, contact or accept business of any client or counterparty whom the Company served or conducted business with or whose name became known to the Executive as a potential client or counterparty while in the employ of the Company or during the Non-Competition Period; or (iv) influence or attempt to influence any Person that is a contracting party with the Company at any time during the Non-Competition Period to terminate any written or oral agreement with the Company. (b) The Executive shall neither, either on the Executive's own account or in conjunction with or on behalf of any other Person, solicit or entice away from the Company any officer, employee or customer of the Company during the term hereof or the Non-Competition Period nor engage, hire, employ, or induce the employment of any such Person whether or not such officer, employee or customer would commit a breach of contract by reason of leaving service or transferring business. (c) The restrictive provisions hereof shall not prohibit the Executive from (i) having an equity interest in the securities of any entity engaged in the Triarco Business or any business with respect to which the Executive obtained confidential or proprietary data or information, which entity's securities are listed on a nationally-recognized securities exchange or quotation system or traded in the over-the-counter market, to the extent that such interest does not exceed 5% of the outstanding equity interests of such entity, (ii) investing as a passive investor in an entity engaging in the Triarco Business that is not so listed or traded, so long as such interest does not exceed 5% of the outstanding equity interests of such entity or (iii) with the prior written consent of the Company, serving as a director or other advisor to any other Person. (d) The Executive agrees that the covenants contained in this Section 10 are reasonable covenants under the circumstances, and further agrees that if in the opinion of a court of competent jurisdiction, such restraint is not reasonable in any respect, such court shall have the right, power and authority to excise or modify such provision or provisions of these covenants which as to such court shall appear not reasonable and to enforce the remainder thereof as so amended.

  • Non-Solicitation; Non-Competition (a) In further consideration of the compensation to be paid to Executive hereunder, Executive acknowledges that in the course of his employment with the Company Group, he has and will continue to become familiar with the Company Group’s trade secrets and with other Confidential Information concerning the Company Group and that his services shall be of special, unique and extraordinary value to the Company Group. Therefore, Executive agrees that while an employee of the Company Group, Executive will not directly or indirectly compete against any member of the Company Group or directly or indirectly divert or attempt to divert any business from any member of the Company Group anywhere such company is doing business. (b) Executive agrees that for the twelve (12) months following the termination of his employment, Executive will not, directly or indirectly, solicit for the purpose of providing, or otherwise provide, any products or services competitive with the products or services offered by (or planned to be offered by, assuming Executive was aware of those plans while employed by Company) the Company Group to any customer of the Company Group with whom/which Executive had contact on behalf of the Company Group during the twenty-four (24) months preceding the end of Executive’s employment with the Company. (c) Executive agrees that for the twelve (12) months following the termination of his employment, Executive will not, directly or indirectly, solicit for the purpose of providing, or otherwise provide, any products or services competitive with the products or services offered by (or planned to be offered by, assuming Executive was aware of those plans while employed by Company) the Company Group to any customer of the Company Group about whom/which Executive acquired non-public information during the twenty-four (24) months preceding the end of Executive’s employment with the Company. (d) Executive agrees that for the twelve (12) months following the termination of his employment, Executive will not request or advise any customer, supplier, licensee, licensor, landlord or other business relation of the Company Group with whom/which Executive had contact on behalf of the Company Group during the twenty-four (24) months preceding the termination of Executive’s employment with the Company to withdraw, curtail or cancel its business dealings with such member of the Company Group. (e) Executive agrees that for the twelve (12) months following the termination of his employment, Executive will not directly or indirectly recruit or solicit any employee of the Company Group for employment or encourage any employee of the Company Group to leave such member of the Company Group’s employ. An employee shall be deemed covered by this clause (e) while employed by the Company Group and for a period of twelve (12) months thereafter. (f) In addition, Executive agrees that for the twelve (12) months following the termination of his employment, Executive will not provide, in any capacity, Restricted Services to any business located in the United States or Germany which provides services or products competitive with those sold or provided by any member of the Company Group during the twenty-four (24) months preceding the end of Executive’s employment with the Company. The term “Restricted Services” shall mean services similar to those which Executive provided any member of the Company Group during the twenty-four (24) months preceding Executive’s termination of employment, for whatever reason, and which would involve use or disclosure of the Company’s Confidential Information.

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