NON-SOLICITATION AND BREAK FEE Sample Clauses

NON-SOLICITATION AND BREAK FEE. Section 6.1 Mutual Covenants Regarding Non-Solicitation 62 Section 6.2 Break Fee Event 66
Sample 1
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NON-SOLICITATION AND BREAK FEE. (a) Each Party agrees from the date hereof until the earlier of the Effective Time and the Termination Date unless and until this Agreement is terminated pursuant to Section 10.3, not to initiate or propose any activities or solicitations in opposition to or in competition with the Merger, and without limiting the generality of the foregoing, not to induce or attempt to induce any other person to initiate any merger, amalgamation, share exchange, business combination, shareholder proposal, sale, or “takeover bid,” exempt or otherwise, for securities or assets of the Party, other than the Merger, nor to undertake any transaction or negotiate any transaction which would be or potentially could be in conflict with the Merger (each an “Alternative Transaction”), nor to permit any of its officers, directors or representatives to do so, provided, however, that subject as hereinafter provided, nothing shall prevent either Party from furnishing non-public information to, or entering into a confidentiality agreement or discussions with, any person in response to a bona fide unsolicited Alternative Transaction that is submitted by such person after the date hereof which is not withdrawn if (i) the directors of the Party conclude in good faith, after consultation with counsel, that such action is required in order for them to comply with their fiduciary obligations under applicable Law, and (ii) prior to furnishing such non-public information to, entering into a confidentiality agreement with, or entering into discussions with, such person, the Party gives the other Party written notice of its intention to furnish non-public information to, enter into a confidentiality agreement with, or enter into discussions with, such person. Each Party shall immediately after the execution hereof terminate all existing discussions or negotiations with any person (other than the other Party) with respect to any potential Alternative Transaction. Each Party shall promptly notify the other Party of any future Alternative Transaction which any director, officer or agent of a Party is or becomes aware of, any amendment to any of the foregoing or any request for non-public information relating to them. Such notice shall include a description of the material terms and conditions of any such proposal and the identity of the person making such proposal, inquiry, request or contact.
Sample 1
NON-SOLICITATION AND BREAK FEE 
Sample 1

Related to NON-SOLICITATION AND BREAK FEE

  • Non-Competition and Non-Solicitation In consideration of the salary paid to the Executive by the Company and subject to applicable law, the Executive agrees that during the term of the Employment and for a period of one (1) year following the termination of the Employment for whatever reason:

  • 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.

  • Non-Solicitation and Non-Hire If the Participant has an employment agreement with the Company or any of its Subsidiaries that contains non-solicitation and/or non-hire covenants, the covenants are incorporated into this Award Agreement by reference. To the extent the Participant does not have an employment agreement containing such covenants, the following restrictive covenants shall apply: As a material incentive for the Company to enter into this Award Agreement, during the term of the Participant’s employment with the Company or any of its Subsidiaries and for a period of twelve (12) months from the termination of the Participant’s employment for any reason (including, without limitation, resignation by the Participant) (the "Non-Solicitation and Non-Hire Period") the Participant shall not, directly or indirectly, on the Participant’s own behalf or on behalf of any other person, partnership, entity, association, or corporation, induce or attempt to influence, induce, or encourage anyone who is or, within the six (6) months prior to the date of termination was, an employee of the Company or any of its Subsidiaries at or above the managerial level (including, without limitation, General Managers, Assistant General Managers, store departmental managers, and all higher-ranking managers) (for purposes of this Section 7, an “Employee”), client, supplier, vendor, licensee, distributor, contractor or other business relation of the Company or any of its Subsidiaries to cease doing business with, adversely alter or interfere with its business relationship with, the Company or any of its Subsidiaries. Further, during the Non-Solicitation and Non-Hire Period, the Participant shall not, on the Participant’s own behalf or on behalf of any other person, partnership, entity, association, or corporation, (i) solicit or seek to hire any Employee, or in any other manner attempt directly or indirectly to influence, induce, or encourage any Employee to leave their employ (provided, however, that nothing herein shall restrict the Participant from engaging in any general solicitation that is not specifically targeted at such persons), nor shall the Participant use or disclose to any person, partnership, entity, association, or corporation any information concerning the names, addresses or personal telephone numbers of any Employee, (ii) without the Company's prior written consent, hire, employ or engage as a consultant any Employee, or (iii) directly or indirectly solicit, induce, or attempt to influence, induce, or encourage any person, partnership, entity, association, or corporation that is a client or customer of the Company or its Subsidiaries and who or which the Participant helped to schedule or conduct a special event or corporate teambuilding while employed by the Company or its Subsidiaries to schedule or conduct a special event or corporate teambuilding through another person, partnership, entity, association, or corporation. This Section 7 shall survive termination or settlement of the Award and termination or satisfaction of the Award Agreement.

  • Non-Solicitation and Non-Competition Ancillary to the agreements to provide Executive with the Confidential Information as set forth above, and in order to aid in the enforcement of those agreements, Executive agrees that, during the Term and for a period of two (2) years after the termination of Executive’s employment with the Company (or, in the event Executive is entitled to the payments and benefits described in Section 4.3(c) for a period of one (1) year after termination of Executive’s employment with the Company) (as applicable, the “Prohibited Period”), he will:

  • Non-Solicitation and Non-Compete The Executive agrees that,

  • Non Solicitation and Non Disclosure As a condition to your continued employment, you will be required to execute a Non-Competition, Non-Solicitation and Non-Disclosure Agreement, a copy of which is provided with this letter agreement.

  • Noncompetition and Non-solicitation (a) During Executive’s employment with the Company and for a period of 12 months after the termination of Executive’s employment with the Company for any reason or for no reason, Executive will not directly or indirectly, absent the Company’s prior written approval, render services of a business, professional or commercial nature to any other person or entity in the area of trace explosives detection or such other services or products provided by the Company at the time employment terminates in any geographical area where the Company does business at the time this covenant is in effect, whether such services are for compensation or otherwise, whether alone or in conjunction with others, as an employee, as a partner, or as a shareholder (other than as the holder of not more than 1% of the combined voting power of the outstanding stock of a public company), officer or director of any corporation or other business entity, or as a trustee, fiduciary or in any other similar representative capacity.

  • Non-Solicitation Executive agrees that during the period of employment with the Company and for twelve (12) months after the date Executive’s employment is terminated for any reason, Executive will not, either directly or through others, solicit or encourage or attempt to solicit or encourage any employee, independent contractor, or consultant of the Company to terminate his or her relationship with the Company in order to become an employee, consultant or independent contractor to or for any other person or entity.

  • Non-Competition; Non-Solicitation Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company and its affiliates and accordingly agrees as follows:

  • Non-Competition and Non-Solicitation Agreement Without the prior written consent of the Company, Employee shall not, during the term of this Agreement, or for a two (2) year period of time following the date of termination of this Agreement or the termination of Employee's employment with the Company:

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