Non-Solicit; Non-Hire. Commencing on and for a period of nine (9) months following the Distribution Date, neither Party nor any of its Subsidiaries will: (a) without the prior written consent of the other Party, directly or indirectly, on their own behalf or in the service or on behalf of others, solicit, aid, induce or encourage any employee of the other Party to terminate or breach an employment, contractual or other relationship with the other Party (or any of its Subsidiaries), or (b) hire or otherwise employ any employee of the other Party (or any of its Subsidiaries); provided, however, that nothing in this Section 5.1 shall be deemed to prohibit (i) any general solicitation for employment through advertisements and search firms not specifically directed at employees of such other Party (or any of its Subsidiaries), provided that the soliciting Person has not encouraged or advised such firm to approach any such employee, (ii) the solicitation or hiring of an individual whose employment was terminated by such other Party (or any of its Subsidiaries), (iii) the solicitation or hiring of an individual formerly employed by a Party (or any of its Subsidiaries) at any time after six (6) months following such individual’s termination of his or her employment with such other Party or (iv) the hiring by any Party of any individual (y) not solicited by such Party in breach of this Section 5.1 and (x) with the prior written consent of the other Party (such consent not to be unreasonably withheld, conditioned or delayed), it being understood that the Party whose consent is requested may take into account, among other things, its own hiring needs and competitive considerations.
Non-Solicit; Non-Hire. The parties agree not to solicit (other than a general solicitation to the public) the employment of, engage as an independent contractor, or hire, any employee of the other party while such person is an employee of the other party and until such person has not been an employee of the other party for 6 months.
Non-Solicit; Non-Hire. Each Party shall not, and shall cause its Representatives not to, without the prior written consent of the other Party, directly or indirectly, hire, employ, retain as a contractor or enter into any contract or other agreement with any of the officers or employees of the other Party or its Affiliates, or otherwise solicit, induce or otherwise encourage any officer or employee of the other Party or its Affiliates to discontinue, cancel or refrain from entering into any relationship (contractual or otherwise) with the other Party or any Affiliate of such Party. The foregoing restriction will expire with respect to any person two years following the date on which such person’s employment with the originally employing Party or its Affiliates has terminated.
Non-Solicit; Non-Hire. Neither Party may, without the prior written consent of the employing Party, directly or indirectly, hire, employ, retain as a contractor or enter into any contract or other agreement with any of the officers or employees of any other Party or its Affiliates, or otherwise solicit, induce or otherwise encourage any officer or employee of any other Party or its Affiliates to discontinue, cancel or refrain from entering into any business relationship (contractual or otherwise) with the other Party or any Affiliate of such Party. Each Party must cause its Representatives to comply with this Section 7.1. The foregoing restrictions will expire with respect to any officer or employee two years following the date on which such officer or employee ceases its association or employment with the originally employing Party or its Affiliates.
Non-Solicit; Non-Hire. (a) For a period of 18 months following the Closing Date, Seller shall not, and shall cause its Subsidiaries not to, directly or indirectly solicit (or cause to be directly or indirectly solicited) for employment any employee of Buyer or its Subsidiaries who is a Transferred Employee as of immediately following the Closing (any such employee, a “Covered Business Employee”); provided that (i) the foregoing restriction shall not apply to (A) generalized searches for employees through media advertisements of general circulation, employment search firms, open job fairs or other similar means which are not specifically targeted at such Covered Business Employees or hiring any person that responds to the same or (B) any Covered Business Employee whose employment is terminated by the Buyer or any of its Affiliates (including any Purchased Subsidiary) and (ii) with respect to any Covered Business Employee who voluntarily ceases employment with Buyer or its Affiliates (including any Purchased Subsidiary), the foregoing restriction shall terminate upon the date that is six months following the cessation of such Covered Business Employee’s employment with Buyer or its Affiliates (including any Purchased Subsidiary). Notwithstanding the foregoing, Seller and its Subsidiaries shall not, directly or indirectly, employ or engage in consulting or any other business activity with any Key Employee for a period of twelve months following the Closing Date.
(b) For a period of 18 months following the Closing Date, Buyer shall not, and shall cause its Affiliates (including the Purchased Subsidiaries) not to, directly or indirectly solicit (or cause to be directly or indirectly solicited) for employment any person who is at the time of such solicitation or was within the six months preceding such solicitation an employee of Seller or any of its Subsidiaries (other than any Transferred Employee) with the title of “Director” (or any comparable or senior title) and/or in a plant manager role and/or with whom Buyer had contact or who (or whose performance) became known to Buyer in connection with Buyer’s evaluation, negotiation or consummation of the transactions contemplated hereby; provided that (i) the foregoing restriction shall not apply to (A) generalized searches for employees through media advertisements of general circulation, employment search firms, open job fairs or other similar means which are not specifically targeted at such persons or hiring any person who responds ...
Non-Solicit; Non-Hire. During the term hereof and for a period of twelve (12) months immediately following the termination thereof for any reason, whether with or without cause, neither party shall directly or indirectly (i) solicit, induce, recruit or encourage any of the other party’s employees or consultants to leave or diminish their employment or consulting relationship, or take away such employees or consultants, or attempt to solicit, induce, recruit, encourage or take away employees or consultants of the other party, either for itself or for any other person or entity, or (ii) hire, employ, engage or otherwise obtain the services of any employee orconsultant employed or engaged by such other party whose duties included performance under this Agreement.
Non-Solicit; Non-Hire. (a) For a period ending three years after the Closing Date, the Stockholder agrees that neither it, nor any Affiliate, nor its Affiliates’ personnel and representatives shall, directly or indirectly, either on its own behalf or on behalf of another Person, engage in or assist others in soliciting, recruiting or hiring to work any of the individuals listed on Exhibit B; provided, that the foregoing shall not apply to any portfolio company Affiliate of the Stockholder unless the Stockholder or one its non-portfolio company Affiliates directly or indirectly, assisted or was otherwise involved in the solicitation.
(b) From and after the Closing, the Stockholder agrees that it shall not, and shall cause each of its Affiliates and its Affiliates’ personnel and representatives (including accountants, legal advisers and other professional advisers of any of the foregoing) not to, use or disclose to any other Person any Business Confidential Information; provided, that the Stockholder may disclose Business Confidential Information in order to comply with any Applicable Law, or in response to any summons, subpoena or other legal process or formal or informal investigative demand issued to the Stockholder in the course of any litigation, investigation or administrative proceeding; provided, further, that, if the Stockholder or any of its Affiliates becomes legally compelled by a request for documents, subpoena, investigative demand or similar judicial or administrative process to disclose any Business Confidential Information, the Stockholder shall provide Parent with prompt prior written notice of such requirement to the extent permitted by Applicable Law, and, to the extent reasonably practicable, cooperate with Parent and its Affiliates (at Parent’s sole cost and expense) to obtain a protective order or similar remedy to cause Business Confidential Information not to be disclosed, including interposing all available objections thereto, such as objections based on settlement
Non-Solicit; Non-Hire. (a) For the period beginning on the Termination Date and continuing until March 31, 2017, Employee acknowledges and agrees that she shall not for any reason, either directly or indirectly (without the prior written consent of the Employer) acting alone or in conjunction with others (i) solicit, induce, attempt to influence, any employee of the Employer, its subsidiaries or its affiliates to terminate employment with Employer or any of its subsidiaries and affiliates at an exempt/professional level (i.e. Analyst/Specialist) or above, or to accept employment with any entity (including affiliates or subsidiaries) of the Employee’s employer; or (ii) participate in any hiring, employment or retaining in any capacity, at a business in which Employee becomes a director, officer or employee of or consultant to, (a) of any active employee of Employer, its subsidiaries or its affiliates (expressly including Sunoco, Inc.); or (b) of any employee who was actively employed by Employer, its subsidiaries or affiliates (expressly including Sunoco, Inc.) within the previous six (6) months. Employer acknowledges that the non-solicit restrictions of this Section 7 shall not be violated by general advertising not targeted at employees of the Employer, its subsidiaries or affiliates, but such general advertising shall not, once a candidate/employee covered by this Section is identified, relieve Employee of her obligations under this Section 7(a). Employee agrees that prior to or upon commencement of any relationship (including as a director, officer, employee, partner, consultant, agent or advisor) with a new entity to promptly advise such entity in writing of the existence of the requirements of this Section 7 and Employee’s inability to solicit or hire any employee of the Employer, its subsidiaries or its affiliates. Employer acknowledges that any disclosure of the provisions of this Section 7 by the Employee in accordance herewith shall be an approved disclosure and not in violation of Section 9 hereof.
(b) Employee specifically recognizes and affirms that the provisions of Section 7 are material and essential terms of this Agreement. Employee further acknowledges and agrees that if the non-solicit provision found in Section 7 is determined to be invalid or unenforceable for any reason whatsoever by a court of competent jurisdiction in an action between Employee and Employer, then Employer shall be entitled to be repaid all of the Restrictive Covenant Payment
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Non-Solicit; Non-Hire. (a) From and after the date hereof and until one (1) year after the Closing, Seller and its Subsidiaries and their Affiliates and successors shall not, directly or indirectly, whether on such Person’s own behalf or on behalf of some other Person solicit or hire, or attempt to solicit or hire, any Business Employee or Business Contractor employed or engaged by Purchaser or any of its Affiliates as of the Closing; provided, that the foregoing restrictions shall not apply to any Person who is hired as a result of the use of a general solicitation (such as an advertisement in a publication of regional or national circulation) not specifically directed to employees of Purchaser or its Affiliates.
(b) Except as expressly provided herein, from and after the date hereof and until one (1) year after the Closing, Parent and its Subsidiaries and their Affiliates and successors shall not, directly or indirectly, whether on such Person’s own behalf or on behalf of some other Person, solicit or hire, or attempt to hire or solicit, any employees or consultants employed or engaged by Seller or any of its Subsidiaries following the Closing; provided, that the foregoing shall not apply to any Person who is hired as a result of the use of a general solicitation (such as an advertisement in a publication of regional or national circulation) not specifically directed to employees of Seller or its Affiliates.
Non-Solicit; Non-Hire. During the Restricted Period, the Executive shall not directly or indirectly, either for his own benefit or purpose or for the benefit or purpose of any other person, solicit, call on, actively interfere with the Company’s relationship with, or attempt to divert or entice away, any person who the Executive should reasonably know is an investment management or advisory client of the Company as of the Date of Termination. During the Restricted Period, the Executive shall not, directly or indirectly, either for his or her own benefit or purpose or for the benefit or purpose of any other person, employ or offer to employ, call on, actively interfere with the Company’s relationship with, or attempt to divert or entice away, any employee of the Company.
