Non-Solicit; No Hire. Except as otherwise agreed by the Parties, for a period beginning on the Distribution Date and ending two (2) years following the Distribution Date, (a) SpinCo and the SpinCo Group shall not solicit for employment or hire (as an employee, consultant or otherwise) any Parent Employee who (i) was employed by Parent or a member of the Parent Group as of the applicable Local Transfer Date or (ii) became an employee of a member of the Parent Group following the Local Transfer Date and was involved in commercial contracts (including a TSA) with the SpinCo Group, and (b) Parent and the Parent Group shall not solicit for employment or hire (as an employee, consultant or otherwise) any (i) SpinCo Employee who was employed by a member of the SpinCo Group as of the Local Transfer Date, (ii) SpinCo Employee who became an employee of the SpinCo Group following the Local Transfer Date and was involved in commercial contracts (including a TSA) with the Parent Group or (iii) Former SpinCo Employee who rejected an offer from the SpinCo Group, objected to an automatic transfer to the SpinCo Group or who terminated employment with the Parent Group before receiving an offer letter or transfer letter from the SpinCo Group, in each case, subject to applicable Law. Notwithstanding any of the foregoing provisions of this Section 2.14 to the contrary, (A) Parent and the Parent Group shall not be restricted from soliciting for employment or hiring (as an employee, consultant or otherwise) any SpinCo Employee that was terminated by the SpinCo Group in accordance with the exceptions to the covenant not to sever SpinCo Employees described in Section 2.15 and (B) the Parties shall not be restricted from soliciting for employment or hiring (as an employee, consultant or otherwise) any SpinCo Employee or Parent Employee, as applicable, who was terminated from employment with the applicable Party as a result of a resource action that was not a result of such employee rejecting an offer from the SpinCo Group. This Section 2.14 is not intended to restrict an individual’s right of employment, nor does it restrict general, customary employment advertisements and recruiting efforts. Rather, it restricts targeted solicitation of such employees of the other Party. Employees of either Party may pursue employment opportunities with the other Party on their own initiative. If a final and non-appealable judicial determination is made that any provision of this Section 2.14 constitutes an unreasonabl...
Non-Solicit; No Hire. During the period commencing on the date hereof and ending on the twelve-month anniversary of the termination of this Agreement in accordance with its terms, Purchaser shall not, directly or indirectly, solicit for employment or hire (as an employee, consultant or otherwise) any employee of Seller with whom Purchaser had contact in connection with the transactions contemplated hereby (in each case, so long as such person is employed by Seller and for a period of twelve months thereafter); provided, that such hire restriction shall only apply to the extent necessary to enable Seller to fully perform under this Agreement; provided further that if any such person responds to any general public advertisement placed or general solicitation undertaken by Purchaser, such advertisement or general solicitation shall not itself constitute a breach by Purchaser of this Section 8.3.
Non-Solicit; No Hire. From the date hereof until the second anniversary of the Closing Date, Parent shall not, and shall cause its Affiliates not to, directly or indirectly, employ or solicit for employment any Transferred Company Employee who (i) is a current participant in Parent’s Management Incentive Plan, (ii) is eligible to participate in the Company’s sales commission program, or (iii) is a branch manager or warehouse supervisor (each a “Restricted Employee”); provided, however, that this Section 5.16 shall not prohibit Parent or any of its Affiliates from employing or attempting to employ (i) any such individual who responds to a general solicitation or advertisement that is not directed specifically to Restricted Employees, (ii) any such individual who contacts Parent or any Affiliate of Parent on his or her own initiative without any direct or indirect solicitation (other than general solicitations described in the foregoing clause (i)), or (iii) any such individual who is no longer a Transferred Company Employee at the time of Parent’s or any Affiliate of Parent’s first contact with them with respect to possible employment.
Non-Solicit; No Hire. During the term of this Agreement and for a period of one (1) year thereafter, Seller and Buyer will not attempt to solicit nor directly or indirectly hire the other party’s employees or subcontractors that become known to Seller or Buyer through the performance of this Agreement.
Non-Solicit; No Hire. As an inducement for Buyer to enter into this Agreement and to consummate the transactions contemplated by this Agreement, each Seller hereby covenants and agrees that during the Restricted Period, such Seller shall not (and shall cause his or its Affiliates not to), directly or indirectly:
(i) hire any officer or employee, or induce or attempt to induce any officer or employee, of the Company to leave the employ of the Company;
(ii) interfere with the relationship between the Company and any officer or employee thereof; or
(iii) induce or attempt to induce any customer, supplier, licensee or other business relation of the Company to cease doing business with the Company, or in any way interfere with the relationship between the Company and any customer, supplier, licensee or other business relation thereof (including by inducing or attempting to induce any such Person or entity to reduce the amount of business it does with the Company). Notwithstanding anything in this Agreement to the contrary, the foregoing shall not prevent any Seller from (A) undertaking general solicitations of employment not specifically targeted at any of the foregoing employees or (B) hiring any of the foregoing employees six (6) months following the termination of employment of any such employee by the Company (excluding transfers of employment to any Affiliates of the Company) so long as such termination is not the result of a breach of this Section 8.4(b). For purposes of this Section 8.4, references to the Company shall include any successor thereto.
Non-Solicit; No Hire. The Company covenants and agrees that during the Restricted Period, the Company shall not, and shall direct its agents, representatives, affiliates, employees, officers and managers not, directly or indirectly, other than for or on behalf of the Buyers, encourage, induce, attempt to induce, recruit, hire, attempt to hire, solicit, attempt to solicit (on the Company’s own behalf or on behalf of any other Person) (i) any employee or independent contractor of Tickeri as of the Closing Date, or (ii) any employee or independent contractor who was employed or retained by Txxxxxx during the one-year period immediately preceding the Closing Date; provided, that nothing in this Section 9.5(b) shall prevent the Company from hiring (i) any employee or independent contractor whose employment or retention has been terminated by the Buyers or Tickeri following the Closing or (ii) after twelve (12) months from the date of termination of employment or retention, any employee or independent contractor whose employment or retention has been terminated by the employee or independent contractor.
Non-Solicit; No Hire. During the Restricted Period, Parent agrees not to, and shall cause its Affiliates not to, directly or indirectly, (i) hire (whether as an employee, independent contractor, consultant or otherwise) or (ii) solicit or induce, or attempt to solicit or induce, to leave the employment of the Bank or its Subsidiaries or violate the terms of their Contracts or any employment arrangements, any Continuing Employee or any officer, employee, representative or agent of the Bank or its Subsidiaries employed by the Bank or any of its Subsidiaries as of the Closing Date; provided, that the foregoing restrictions shall not apply to the solicitation or hiring of (A) any such Persons (x) whose employment has ceased or has been terminated by Purchaser or any of its Affiliates at least six (6) months prior to such solicitation or hiring, (y) primarily involved in back-office operations who is not an officer of the Bank and whose employment is terminated by Purchaser or any of its Affiliates or (z) who is an officer of the Bank primarily involved in back-office operations whose employment has been terminated by Purchaser or its Affiliates at least three (3) months prior to such solicitation or hiring (but which three (3) month period may, upon the request of Parent, be waived or shortened at the sole discretion of Purchaser), (B) any such Persons who respond to general solicitations of employment through advertising media not specifically directed toward such Persons; or (C) the employees set forth on Section 5.9(f) of the Parent Disclosure Letter to the extent permitted on Section 5.9(f) of the Parent Disclosure Schedule.
Non-Solicit; No Hire. During the period beginning on the Separation Date and ending on the one (1) year anniversary thereof RJS shall not, and shall not permit its Subsidiaries to, contact, approach, encourage, solicit or take any other action for the purpose of inducing any Parent Restricted Employee to terminate his or her employment with any member of the Parent Group, provided that notwithstanding the foregoing, RJS and its Subsidiaries shall not be prohibited from conducting general solicitations for employees through the use of media advertisements or professional search firms to the extent not specifically directed toward one or more Parent Restricted Employees or hiring any individual identified through such process. During the period beginning on the Separation Date and ending on the one (1) year anniversary thereof, Parent shall not, and shall not permit any of its Subsidiaries to, contact, approach, encourage, solicit or take any other action for the purpose of inducing any Energy Supply Restricted Employee to terminate his or her employment with any member of the Energy Supply Group; provided, that notwithstanding the foregoing, Parent and its Subsidiaries shall not be prohibited from conducting general solicitations for employees through the use of media advertisements or professional search firms to the extent not specifically directed toward one or more Energy Supply Restricted Employees or hiring any individual identified through such process.
Non-Solicit; No Hire. For so long as GSCP or any of its Affiliates is a direct or indirect shareholder of CW Media or its Affiliates, CanWest agrees that neither it nor its Affiliates will solicit to hire or hire any employees of the Corporation or any of its Subsidiaries; provided, however, that (a) the non-solicit and no-hire restrictions shall not apply with respect to any Person who has resigned from employment with the Corporation or its Subsidiaries (provided that none of CanWest, its Affiliates or its or their respective employees or representatives discussed (prior to such resignation) with such Person the prospect of future employment opportunities with CanWest or its Affiliates), (b) the non-solicit restriction shall not apply to general advertisements or other similar employment searches that are not specifically targeted towards a particular employee or employees of the Corporation or any of its Subsidiaries, and (c) the non-solicit and no-hire restrictions shall not apply to the extent any such Person is solicited or hired to work in the Contributed Business or by the Contributed Entity.
Non-Solicit; No Hire. Subject to the last sentence of this Section 10.7, for a period of two years from and after the Closing Date, the Sellers and their respective Affiliates shall not, directly or indirectly, solicit for employment or employ any Business Employee holding the positions listed on Schedule 10.7 as of the Closing Date (each a “Key Employee”), except that this restriction shall not prohibit the Sellers or any of their Affiliates from soliciting for employment or employing any such Person whose employment relationship with Buyer or any of its Affiliates has been terminated (i) by Buyer, as long as discussions between the Sellers or their Affiliates and such Person did not commence prior to the date of such termination, or (ii) by such Person, as long as the Sellers or any of their Affiliates do not solicit such Person for employment or employ such Person during the period from the date of such termination to the date that is 90 days after the date of such termination. Notwithstanding the foregoing, nothing in this Section 10.7 shall prohibit general mass solicitations of employment (including by way of a search firm, newspaper or other periodical, or on a website or blog) that are not targeted at any Key Employees. This Section 10.7 shall bind only ABB Ltd. and its Subsidiaries and not any other Affiliate of ABB Ltd., unless such other Affiliate is acting at the recommendation of, or first learned about the applicable Key Employee from, ABB Ltd. or any of its Subsidiaries.
