Non-Solicitation, etc. In further consideration of the other terms and provisions of this Agreement, and to protect the vital interests of the Company, upon termination of his employment, for a period of i) six (6) months if Employee is terminated, other than for cause, or resigns for Good Reason, ii) six (6) months if Employee voluntarily resigns or is terminated for cause, Employee agrees and binds himself that he shall not, directly or indirectly, or as a member, shareholder, officer, director, consultant or employee of any other person or entity, compete with the Company or own, manage, operate, join, control or participate in the ownership, management, operation, or control of, or become employed by, consult or advise, or be connected in any manner with any business or activity which is in actual, direct or indirect competition or anticipated competition with the Company within those counties, parishes, municipalities or other places listed in Attachment 1 annexed hereto and made a part hereof, so long as the Company carries on the business presently conducted by the Company, being the supply of industrial piping systems for new construction and retrofit projects, which includes design and engineering services, piping system fabrication, manufacturing and sale of specialty pipe fittings, design and fabrication of pipe support systems and industrial and commercial engineering, construction and maintenance. Not by way of limitation or exclusion, Employee shall not, within the aforesaid locations and during the aforesaid time period, call upon, solicit, advise or otherwise do, or attempt to do, business with any customers or distributors of the Company with whom the Company had any dealings during the period of Employee’s employment hereunder or take away or interfere or attempt to interfere with any custom, trade, business or patronage of the Company or interfere with or attempt to interfere with any officers, employees, distributors, representatives or agents of the Company or employ or induce or attempt to induce any of them to leave the employ of the Company or violate the terms of their contracts, or any employment arrangements, with the Company. Employee acknowledges and agrees that any breach of the foregoing covenant not to compete would cause irreparable injury to the Company and that the amount of injury would be impossible or difficult to fully ascertain. Employee agrees that the Company shall, therefore, be entitled to obtain an injunction restraining any violation...
Non-Solicitation, etc. During the Restricted Period, I will not directly or indirectly recruit, solicit, induce, or attempt to induce any of the employees or consultants of the Company or any of its subsidiaries to terminate their employment or consulting relationship with the Company or such subsidiary; and will not assist any other person or entity to do so, or be a proprietor, equityholder, investor (except as a passive investor holding not more than 2% of the capital stock of a publicly held company), lender, partner, director, officer, employee, consultant, or representative of any person or entity who does or attempts to do so.
Non-Solicitation, etc. (a) XXXXX acknowledges and agrees that the terms and conditions of the *** (collectively, the “Xxxx Agreements”), remain in full force and effect. Unless otherwise agreed in writing by ONYX, during any time when ***, XXXXX shall *** comply with the terms and conditions of the Xxxx Agreements. *** = INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
(b) Unless otherwise agreed in writing by ONYX, following the Effective Date and at all times during the Restricted Period, XXXXX shall not, and shall cause its Affiliates and Sublicensees not to, recruit, offer employment to, employ, engage as a consultant, lure or entice away, or in any other manner persuade or attempt to persuade to leave the employ of ONYX or any of its Affiliates, any Person who was, or who becomes, an employee of ONYX or any of its Affiliates during such Restricted Period. Notwithstanding the foregoing, the Parties acknowledge and agree that it shall not be a breach of this Section 6.5 (Non-Solicitation, Etc.) for XXXXX, or *** an officer, director or employee of XXXXX, to recruit, offer employment to, employ or engage as a consultant the individuals set forth on Exhibit E; provided, however, that the foregoing exception shall not apply to ***.
Non-Solicitation, etc. Notwithstanding anything to the contrary contained herein, the Company is not making, and shall not be deemed to have made, any offer to sell securities to the Purchaser or any solicitation of an offer to buy securities from the Purchaser. Any offer by the Company to the Purchaser to purchase securities or solicitation by the Company of an offer to buy securities from the Purchaser shall be made pursuant to the Shelf Registration Statement with respect to the proposed Rights Offering which covers an offer to Purchaser of the Standby Securities.
Non-Solicitation, etc. (A) The Managing Director shall not for the period of twelve months following the termination of his employment hereunder either on his own account or for or on behalf of or through or in conjunction association or by arrangement with any person solicit or entice away or endeavour to solicit or entice away from the Company or any company within the Group;
(i) any employee manager director or consultant of the Company or any company within the Group whether or not such person would commit any breach of contract by reason of his leaving service;
(ii) the custom or business of any person who shall at any time during the Managing Director's employment hereunder a customer or client of or in negotiations with the Company or any company in the Group or who at any time during the Managing Director's employment hereunder had business dealings with the Company or any company in the Group in relation to the restricted business
(B) The Managing Director shall not for a period of twelve months after the termination of his employment hereunder either on his own account or through or for or on behalf of or in conjunction association or by arrangement with any person provide or arrange or procure or be involved in the provision of any service falling within the restricted business to any person who was at any time during the Managing Director's employment hereunder a customer or client of or in negotiations with the Company or any company in the Group or who at any time during the Managing Director's employment hereunder had business dealings with the Company or any company in the Group in relation to the restricted business
(C) The restrictions contained in the foregoing sub-clauses and in clause 13 are considered reasonable by the parties for the protection of the business of the Company and companies in the Group but in the event that any restriction shall be found to be void but would be valid if some part of it were deleted or if the period or area of application were reduced such restriction shall apply with such modification as may be necessary to make it valid and effective
(D) If any of the provisions of this clause shall be void unlawful or unenforceable the validity lawfulness and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby
Non-Solicitation, etc. Executive hereby acknowledges and agrees that all personal property, including, without limitation, all books, manuals, records, reports, notes, contracts, lists, and other documents, equipment and other Confidential Information furnished to or prepared by Executive in the course of or incident to his employment, belong to the Company and shall be promptly returned to the Company upon termination of his employment with the Company. Executive agrees not to disclose to any person (other than an employee or agent of the Company or any affiliate of the Company entitled to receive the same) any Confidential Information relating to the business of the Company and obtained by him while providing services to the Company, without the consent of the Board, or until such information ceases to be confidential.
Non-Solicitation, etc. Except on behalf of Buyer as approved by Buyer, for a period ending on the fifth (5th) anniversary of the Closing Date, no Restricted Person shall, for himself, herself, itself or any other Person, directly or indirectly:
(a) contact, solicit or do business with (i) any Customer or prospective Customer within the immediately two (2) years prior to the Closing, (ii) Buyer’s and its Affiliates’ customers and (iii) each such customer’s respective Affiliates (each of the foregoing, a “Restricted Customer”), in each case relating to any Competing Business;
(b) persuade or seek to persuade any Restricted Customer or any purchaser of services from Seller, Buyer or any of Buyer’s Affiliates to cease to do business or to reduce the amount of business which it has customarily done with Seller, Buyer or any of Buyer’s Affiliates, as applicable, or contemplates doing with Buyer or any of Buyer’s Affiliates, whether or not the relationship between Seller, Buyer or any of Buyer’s Affiliates and such Restricted Customer was originally established in whole or in part through the efforts of Seller;
(c) take any action which is intended, or could reasonably be expected, to harm, disparage, defame, slander, or lead to unwanted or unfavorable publicity to Buyer or any of its Affiliates, or otherwise take any action which might detrimentally affect the reputation, image, relationships or public view of Buyer or any of its Affiliates; or
(d) attempt to do or do any of the foregoing, or assist, permit, entice, induce, encourage or allow any of such Restricted Person’s Affiliates, members, stockholders, or personnel or any other Person to do or attempt to do any activity which, were it done by Seller, would violate any provision of this Section 10.4.
Non-Solicitation, etc. I shall not, during the period of my employment with the Company and for one year thereafter, directly or indirectly solicit, request, encourage, assist or cause (a) any person who is employed by or a consultant to the Company or any affiliate or subsidiary of the Company either during my period of employment or during such one year period, to terminate such person’s employment by or consultancy to the Company, such affiliate or subsidiary, or (b) any past, present or prospective customer, supplier, vendor or other business partner of the Company or any affiliate or subsidiary of the Company to do business with me or any entity in which I have an interest as an equity owner, officer, director, partner, agent, affiliate, or in any other capacity. As used herein the term “solicit” shall include, without limitation, requesting, encouraging, assisting or causing, directly or indirectly, any employee or consultant to terminate such person’s employment by or consultancy to the Company, affiliate or subsidiary.
Non-Solicitation, etc. JWGFC and Seller, and their --------------------- respective subsidiaries and affiliates (now and in the future), and all directors and executive officers or other affiliates of same, shall not directly or indirectly solicit for employment, or advise or recommend to any other person or entity that they employ or solicit for employment, any employee, contractor or agent of the Company.
Non-Solicitation, etc. For a period of five years after the Closing, Seller shall not, directly or indirectly, for itself or for any Person (other than the Purchaser) as to which it is an employee, officer, director, investor, agent or contractor, as applicable, directly or indirectly:
(a) contact, solicit or do business with any Customer relating to the provision of any aspect of the services included in the Business (whether or not contact is initiated by the Customer or an Affiliate thereof);
(b) employ or engage any Person who is then or at any time during the period beginning on December 27, 1999 and ending on the Closing Date was in the employ of Seller or (ii) attempt to do any of the foregoing or assist any other Person to do or attempt to do any of the foregoing;
(c) persuade or seek to persuade any Customer or any purchaser of services from the Company to cease to do business or to reduce the amount of business which it has customarily done or contemplates doing with the Company, whether or not the relationship between Seller or the Company and such customer was originally established in whole or in part through Seller's efforts;
(d) take any action which is intended, or would reasonably be expected, to disparage the Company or its Affiliates or any of their respective employees, reputations or services or the Business or which would reasonably be expected to lead to unwanted or unfavorable publicity to any of them; or
(e) attempt to do any of the foregoing or assist any other Person to do or attempt to do any of the foregoing.
