Non-Solicitation of Business Relations. (a) During the Restricted Period, Executive shall not, directly or by assisting others, (i) solicit or attempt to solicit any business from any of the Company’s Business Relations with whom Executive had Material Contact during the two (2) years preceding the Termination Date (or within the preceding two (2) years if Executive is still employed with the Company), for purposes of selling or providing any products or services competitive with those sold or provided by the Company, or (ii) otherwise interfere with the business relationship between the Company and the Company’s Business Relations.
(b) For purposes of this Agreement, products and services shall be considered competitive with those sold or provided by the Company if such products or services are of the type conducted, authorized, offered or provided by the Company within the two (2) years preceding the Termination Date (or within the preceding two (2) years if Executive is still employed with the Company).
(c) For purposes of this Agreement, with respect to a Business Relation, the term “Material Contact” means interaction during the two (2) years preceding the Termination Date (or within the preceding two (2) years if Executive is still employed with the Company) between Executive and such Business Relation (i) with whom or which Executive dealt on behalf of the Company, (ii) whose dealings with the Company were coordinated or supervised by Executive, (iii) about whom Executive obtained Confidential Information in the ordinary course of business as a result of Executive’s association with the Company, or (iv) who receives products or services authorized by the Company, the sale or provision of which results or resulted in possible compensation, commissions or earnings for Executive within the two (2) years preceding the Termination Date (or within the preceding two (2) years if Executive is still employed with the Company).
Non-Solicitation of Business Relations. During the period beginning on the Closing Date and ending on the fifth (5th) anniversary of the Closing Date, the Restricted Party shall not, and shall cause each of his, her or its Affiliates not to, directly or indirectly, (i) interfere with the relationship between the Company and any Material Business Relationship, (ii) solicit, contact, induce or attempt to induce (or assist any other Person in soliciting, contacting, inducing or attempting to induce), any Material Business Relationship to terminate its relationship with the Company, cease doing business with the Company or terminate or otherwise adversely modify its relationship with the Company, or (iii) acquire or attempt to acquire an interest in any Person or business in which, prior to the Closing, Ittella had either (a) entertained discussions, (b) requested or received information relating to the acquisition of such Person or business, (c) identified to Parent that such Person or business was a potential acquisition target of Ittella, or (d) otherwise contemplated the acquisition of such Person or business. “Material Business Relationship” means any (x) customer, supplier, licensee, licensor, franchisee of the Company as of the Closing or at any time in the twelve (12) month period prior to the Closing, or (y) any other Person with whom the Company, as of the Closing or at any time in the twelve (12) month period prior to the Closing, had a business relation (provided, that any such Person contemplated by this sub-clause (y)) is, was or was likely to become, material to the Company) 1 Note to Draft: This provision applies to one individual
Non-Solicitation of Business Relations. During the period beginning on the Closing Date and ending on the fourth (4th) anniversary of the Closing Date, the Restricted Party shall not, and shall cause each of his, her or its controlled Affiliates not to, directly or indirectly, (i) adversely interfere with the relationship between the Company and any Material Business Relationship, (ii) solicit, induce or attempt to induce (or assist any other Person in soliciting, inducing or attempting to induce), any Material Business Relationship to terminate its relationship with the Company, cease doing business with the Company or terminate or otherwise adversely modify its relationship with the Company, or (iii) acquire or attempt to acquire an interest in any Person or business in which, prior to the Closing, ELM had either (a) requested or received information relating to the acquisition of such Person or business, (b) identified to Parent that such Person or business was a potential acquisition target of ELM, or (c) otherwise contemplated the acquisition of such Person or business. “Material Business Relationship” means any (x) material customer, supplier, licensee, licensor, franchisee of the Company as of the Closing or at any time in the six (6) month period prior to the Closing, or (y) any other Person with whom the Company, as of the Closing or at any time in the six (6) month period prior to the Closing, had a material business relationship.
Non-Solicitation of Business Relations. During the Restricted Period, each Seller Party agrees that he, she, they or it shall not, directly or indirectly through another Person (including an Affiliate) (i) solicit or entice, or attempt to solicit or entice, any Business Relation for purposes of acquiring or diverting their business or services from Buyer or its Affiliates or securing business or contracts related to the Business, or (ii) contract with any Business Relation to provide products or services that compete, in whole or in part, with the Covered Products or the Covered Business; or (iii) hold themselves out, or market themselves, as a predecessor to Buyer or its Affiliates, except to the extent that such information is in the public domain as a result of disclosure by or through Seller or Buyer, or information is represented as a material aspect of a resume, biographical information or public experience profile.
Non-Solicitation of Business Relations. During your employment with the Company and for a period of twelve (12) months following the Termination Date (the “Non-Solicit Period”), you shall not, and shall not permit any of your Affiliates to, directly or indirectly, for, with, or through any other Person solicit, entice, or induce, or attempt to solicit, entice, or induce, any Company Business Relation for the purpose of diverting their business from, or otherwise adversely impacting their current or potential business relationship with, the Company, its Affiliates, or their respective successors, and the Business. For purposes of this Agreement, “Company Business Relation” means any Person who is or was a current or prospective client, customer, vendor, investor, or other business relations of the Company or its Affiliates, or any of their respective predecessors or successors, at the time of, or during the twenty-four (24) month period prior to, the Termination Date.
Non-Solicitation of Business Relations. During the Term of Employment and for 4 (four) years after the expiration or termination of the Term of Employment Employee shall not, directly or indirectly, on his own behalf or in the service or on behalf of others: (a) solicit, divert or appropriate, or attempt to solicit, divert or appropriate any (i) account to whom the Company rendered services to within the two (2) year period prior to the expiration or termination of Employee’s employment; (ii) any supplier, licensor, licensee or other vendor (including, without limitation, other Persons with whom the Company has contractual or other arrangements to provide services for the Company) who has been a supplier, licensor, licensee or other vendor of the Company during the two (2) year period prior to the expiration or termination of the Term of Employment in connection with a business that is competitive with the Business; or (iii) any prospective account to whom during the two (2) year period prior to the expiration or termination of the Term of Employment the Company or any of its agents or representatives made a new business presentation or similar offering of services with respect to the rendering of services (“Pitch”); provided, however, a general mailing or an incidental contact shall not be deemed a Pitch; or (b) take any action to induce any supplier, licensor, licensee or other vendor of the Company from ceasing to do business with the Company.
Non-Solicitation of Business Relations. Such Key Shareholder shall not, and shall cause each of such Person’s Affiliates (other than any Group Companies, if applicable) to not, directly or indirectly, at any time during the Restricted Period: (a) solicit, attempt to solicit, or assist any other Person to solicit or attempt to solicit any business from any Person who is a customer of any Group Company as of the Closing Date or who was a customer of any Group Company at any time during the six (6) month period preceding the Closing Date (except in the performance by such Key Shareholder of such Key Shareholder’s duties as an employee, manager, officer or director (or equivalent) of any of the Group Companies, to the extent applicable) or (b) take any action that is intended to discourage any Person who is or has been within the past six (6) months a lessor, licensor, customer, supplier, licensee, subcontractor or other business associate or relation of any Group Company in connection with the Group Companies’ business prior to the Closing Date from entering into or maintaining, or to terminate, cease or otherwise adversely change, its relationship with any Group Company or in any other way deliberately interfere with the relationship between any Group Company, on the one hand, and any such lessor, licensor, customer, supplier, licensee, subcontractor or other business associate or relation, on the other hand (except in the performance by such Key Shareholder of such Key Shareholder’s duties as an employee, manager, officer or director (or equivalent) of any of the Group Companies, to the extent applicable).
Non-Solicitation of Business Relations. During your employment with the Company and for a period of twelve (12) months following the Termination Date (the “Non-Solicit Period”), you shall not, and shall not permit any of your Affiliates to, directly or indirectly, for, with, or through any other Person solicit, entice, or
Non-Solicitation of Business Relations. Without limiting the generality of the provisions of Section 8.5(a), and except as set forth on Schedule 8.5(b) and specifically limited by descriptions therein, each Seller hereby agrees that during the Restricted Period such Seller will not, and shall cause each of its Affiliates not to, directly or indirectly, through another Person, as employee, agent, consultant, director, equity holder, manager, co-partner or in any other capacity without the prior written consent of Purchaser, (i) solicit business from any Person which is or was a client, customer, supplier, licensee, licensor, or other business relation of the Acquired Companies during the one (1) year period preceding the Closing Date, or from any successor in interest to any such Person, in any case for the purpose of securing business or contracts related to the Restricted Business; or (ii) encourage, initiate, or participate in discussions or negotiations with, provide any information to any Person which is or becomes an acquisition target, client, customer, supplier, licensee, licensor, or other business relation related to the Restricted Business (including any Person engaged in discussions with the Acquired Companies related to such Person becoming a client, customer, supplier, licensee, licensor or other business relation of the Restricted Business) with respect to the termination or other alteration of such Person’s relationship (or potential relationship) with Purchaser, Acquired Companies, or the Restricted Business.
Non-Solicitation of Business Relations. Such Seller shall not, and shall cause each of such Seller’s Restricted Affiliates to not, directly or indirectly, at any time during the Restricted Period: (a) solicit, attempt to solicit, or assist any other Person to solicit or attempt to solicit any business from any Person who is a customer of any of the Target Companies as of the Closing Date or who was a customer of any of the Target Companies at any time during the six (6) month period preceding the Closing Date or (b) take any action that is intended to discourage any Person who is or has been within the past six (6) months a lessor, licensor, customer, supplier, licensee, subcontractor or other business associate or relation of any of the Target Companies in connection with the Target Companies’ business prior to the Closing Date from entering into or maintaining, or to terminate, cease or otherwise adversely change, its relationship with any of the Target Companies or in any other way deliberately interfere with the relationship between any of the Target Companies, on the one hand, and any such lessor, licensor, customer, supplier, licensee, subcontractor or other business associate or relation, on the other hand.
