Non-Solicitation and No-Hire of Employees. During the Executive’s employment with the Company (or any affiliate or subsidiary thereof) and for a period of twelve months following the Date of Termination for any reason, the Executive shall not, without the Company’s prior written consent, directly or indirectly, alone or with others, on his own behalf or on behalf of another: (i) induce, solicit, recruit or hire, or attempt to induce, solicit, recruit or hire, any directors, officers, employees, individual independent contractors or contingent workers of SoundView, the Company, or any of their respective affiliates or subsidiaries or any persons who have worked for or provided services to the Company, SoundView or any of their respective affiliates or subsidiaries in such capacities within the nine-month period immediately preceding the date of such inducement, solicitation, recruiting or such attempted inducement, solicitation, recruiting or hiring or (ii) induce, solicit or encourage or attempt to induce, solicit or encourage any directors, officers, employees, individual independent contractors or contingent workers of the Company, SoundView or any of their respective affiliates or subsidiaries or any persons who have worked for or provided services to the Company, SoundView or any of their respective affiliates or subsidiaries in such capacities within the nine-month period immediately preceding the date of such inducement, solicitation or encouragement or such attempted inducement, solicitation or encouragement, to leave the employment of the Company, SoundView or any of their respective affiliates or subsidiaries.
Non-Solicitation and No-Hire of Employees. 1. From and after the date of this Agreement until the earlier of (A) the termination of this Agreement and (B) the date that is two (2) years after the Closing Date, Seller shall not, and shall cause the Selling Entities and its and their respective Affiliates not to, directly or indirectly, on such Person’s own behalf or on behalf of any other Person, (x) solicit or hire, or attempt to hire, any individual listed on Section 5(f)(iv)(1) of the OpCo Purchaser Disclosure Letter (each, an “OpCo Covered Employee”), including, prior to the Closing, taking any action to transfer any OpCo Covered Employee to any role or position with Seller or its Affiliates that would cause such OpCo Covered Employee to cease to be a Business Employee or (y) otherwise cause, assist or knowingly encourage any such OpCo Covered Employee to terminate his or her employment, consultancy or other similar arrangement with OpCo Purchaser or any of its Affiliates operating the Business in order to become an employee, consultant or independent contractor to or for any other employer; provided that this Section 5(f)(iv)(1) will not be breached (1) solely by a general employment solicitation such as newspaper advertisements or job fairs, or recruitment efforts by a recruiting agency, which are not directed at any OpCo Covered Employee, (2) if, at the time of any solicitation, the OpCo Covered Employee had ceased to be an employee, consultant or independent contractor of OpCo Purchaser or any of its Affiliates operating the Business (or any of their respective successors) for at least six (6) months prior to the time of such solicitation or (3) by the hiring, employment or engagement of any OpCo Covered Employee who is solicited under clause (2) above.
2. From and after the date of this Agreement until the earlier of (A) the termination of this Agreement and (B) the date that is two (2) years after the Closing Date, OpCo Purchaser shall not, and shall cause its Affiliates not to, and from and after the Closing, shall cause the OpCo Acquired Companies not to, directly or indirectly, on such Person’s own behalf or on behalf of any other Person, (x) solicit or hire, or attempt to hire, any individual listed on Section 5(f)(iv)(2) of the Seller Disclosure Letter (each, a “Seller Covered Employee”) or (y) otherwise cause, assist or knowingly encourage any such Seller Covered Employee to terminate his or her employment, consultancy or other similar arrangement with Seller or any of its Affiliates...
Non-Solicitation and No-Hire of Employees. You agree that for a period of one year following the Termination Date, you will 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 yourself or any other person or entity. In addition, for a period of one year following the Termination Date, neither you nor any business in which you may engage or participate in will (a) hire, solicit for hire or attempt to hire any key employee of the Company, or (b) encourage any key employee of the Company to terminate such employment. For purposes of this Agreement, “key employee” means current employees whose base annual salary exceeds $175,000 or any current sales employee of the Company regardless of base annual salary, as well as anyone employed by the Company within the prior twelve (12) months from your Termination Date whose base annual salary exceeds $175,000 or was a sales employee.
Non-Solicitation and No-Hire of Employees. For a period of one year from the date hereof, each Party agrees that it will not, directly or indirectly, hire or solicit any executive officer or vice president of the other Party or any other employees of the other Party with whom it has had contact or who (or whose performance) first became known to it in connection with the evaluation of a Transaction, other than a person (i) who has not been an employee of the other Party for at least 180 days and whom neither such first Party nor any of its Representatives, directly or indirectly, solicited following the date hereof, or (ii) who was terminated by the other Party prior to any solicitation; provided that nothing in this Section 4 shall apply to any employee who responds to general solicitations of employment not specifically directed toward employees of the other Party, which general solicitations are expressly permitted.
Non-Solicitation and No-Hire of Employees. During the Standstill Period, you agree that you will not, and you will direct individuals at your Representatives not to on your behalf, directly or indirectly, hire or solicit any officer of the Company or other employee of the Company with whom you or individuals at your Representatives acting at your direction or on your behalf, had contact in connection with your consideration of a Transaction or about whom you or individuals at your Representatives acting at your direction or on your behalf have received information in connection with your consideration of a Transaction, other than a person who has not been an employee of the Company for at least 90 days and whom neither you nor any of individuals at your Representatives acting at your direction or on your behalf, directly or indirectly solicited; provided, that nothing in this Section 4 shall apply to any employee who contacts you on his or her own initiative or who responds to general mass solicitations of employment and generalized employee searches by headhunter/search firms (in either case not focused specifically on or directed in any way at such employees of the Company).
Non-Solicitation and No-Hire of Employees. During the Restriction Period, no Restricted Party will, either directly or indirectly on behalf of such Restricted Party or any third party, in any manner or capacity, including without limitation as a proprietor, principal, agent, partner, officer, director, stockholder, employee, member of any association, consultant or otherwise, hire, engage, recruit, solicit, or otherwise interfere with the employment or retention of any person who is as of the Closing Date an employee or independent contractor of the Protected Parties or any of their respective Affiliates; provided, that this Section 3(a) shall not prohibit (i) if there has been no breach by any Restricted Party of this Section 3(a) prior to the date on which such employee’s employment or independent contractor’s service was terminated by the Protected Party or was ended voluntarily by such employee or independent contractor, the soliciting, hiring, employment or engagement in any capacity of such employee or independent contractor after the date on which such employee’s employment or independent contractor’s service was terminated by the Protected Party or was ended voluntarily by such employee or independent contractor, (ii) recruiting, soliciting, engaging or retaining an independent contractor of a Protected Party (other than RDB II, Inc. or any shareholder thereof) for services provided by such independent contractor on a non-exclusive basis in the ordinary course of its business or (iii) job postings or other general advertisements or solicitations in a general publication or website to which an employee or independent contractor responds or using an executive or employee recruiting or search firm that is not specifically directed to target a Protected Party or any employee or independent contractor thereof and in each case hiring, retention or engagement as a result thereof, none of which actions under clauses (i) through (iii) of the foregoing proviso shall violate this Section 3(a).
Non-Solicitation and No-Hire of Employees. During the Restricted Period, Xx. Xxxxx shall not, directly or indirectly, whether individually or as a director, stockholder, other owner, investor, member, partner, principal, proprietor, agent, consultant, officer, employee or otherwise (other than on behalf of the Company), (i) initiate or respond to communications with any of the employees of the Company or its subsidiaries who earned annually a base salary of $100,000 or more as an employee of the Company or its subsidiaries during the 12-month period prior to such solicitation or earlier termination of such individual's employment with the Company or its subsidiaries, for the purpose of soliciting such employee to work for any other business, individual, partnership, firm, corporation or other entity, or (ii) employ or engage any individual who, at any time within the 12-month period immediately preceding such employment or engagement, was an employee of the Company or its subsidiaries; provided, however, that the foregoing prohibition on solicitation shall not apply if such solicitation is a direct result of a general advertisement or solicitation that is made to the public generally that is not specifically targeted at employees of the Company or its subsidiaries.
Non-Solicitation and No-Hire of Employees. I agree and covenant that for twelve months after the Termination Date, I will not directly or indirectly, solicit or induce, or cause others to solicit, induce, employ, or otherwise engage as an employee, independent contractor, or otherwise, any person who is employed by Santander USA (or its related entities) or any person who was employed or engaged by Santander USA or its related entities within the last six months of my employment to terminate his or her employment or engagement with Santander USA (or its related entities) or to accept employment or engagement with anyone or any entity other than Santander USA (or its related entities); provided, however, that my employment or other engagement of Xxx Xxxxxx after 30 days from the date of this Agreement and prior to the expiration of twelve months after the Termination Date will not violate this paragraph (c).
Non-Solicitation and No-Hire of Employees. From the Closing Date until the eighteenth-month anniversary of the Closing Date, Parent and Seller (on the one hand) and Purchaser (on the other hand) will not, nor will it permit any of its respective Affiliates (including, in the case of the Purchaser, the Transferred Entities after Closing) to, directly or indirectly, solicit for employment or hire any officer, employee with an annual base compensation of $50,000 or more, or independent contractor of any other Party hereto or its Affiliates, other than any employee or independent contractor whose relationship is terminated by such other Party or its Affiliate without cause at least twelve (12) months prior to such solicitation or hiring; provided that this Section 5.10 shall not prohibit general mass solicitations of employment not directed toward the other party, its Affiliates or its or their officers, employees or independent contractors, nor shall it prohibit the solicitation or hire of any employee whose employment has been terminated by Parent or Seller (on the one hand) or Purchaser (on the other hand) or any of their respective Affiliates (including, in the case of Purchaser, the Transferred Entities after Closing).
Non-Solicitation and No-Hire of Employees. During the Restricted Period, each Seller shall not, and shall cause each of his, her, or its Affiliates not to, directly or indirectly, as employee, agent, consultant, director, equity holder, manager, co-partner or in any other capacity, without the prior written consent of Purchaser, employ, engage, recruit, or solicit for employment or engagement (other than by a general solicitation advertisement, posting, or similar job solicitation process not targeting the employees of the Acquired Companies), any Person who is (or was during the one (1) year period preceding the Closing Date) employed or engaged by the Acquired Companies with respect to the Acquired Companies’ businesses or a client or customer of such businesses, or otherwise seek to interfere with, influence, or alter any such Person’s relationship with any of the foregoing.
