Non-Solicitation of Certain Employees. (a) Non-solicitation of Management Employees. For twelve (12) months following the Termination Date, Grantee shall not, without the prior written consent of Company, encourage, cause, or solicit, or assist others in encouraging, causing, or soliciting, a Management Employee to terminate their employment with Company to provide Key Services in competition with Company, unless such Management Employee has already ceased employment with Company.
Non-Solicitation of Certain Employees. Xxxxxxx agrees that for the twelve (12) month period immediately following the Termination Date, Grantee shall not, directly or indirectly, without the prior written consent of Company: (a) encourage, cause, or solicit, or assist others in encouraging, causing, or soliciting, a Key Employee to provide Key Services in competition with Company; or (b) hire or cause or assist another to hire a Key Employee. 11.
Non-Solicitation of Certain Employees. During the Transition Period, LINN shall not solicit any Xxxxx Employee to remain as an employee of LINN or otherwise encourage or induce such Xxxxx Employee not to accept employment with Xxxxx; provided, however, that nothing in the foregoing will prohibit LINN from making such solicitation after the end of the Transition Period to any Xxxxx Employee who did not accept Xxxxx’x offer of employment under Section 4.2, subject to the following sentence. In addition to the immediately preceding sentence, and except as specifically described in Sections 4.1 and 4.2, for a period of two years from the Effective Date, neither LINN nor Xxxxx or either of their respective Affiliates will, directly or indirectly, (i) solicit for employment, offer employment or employ any employee of the other Party or its respective Affiliates, (ii) otherwise divert or induce any such employee to terminate or materially alter his or her employment or contractual relationship with the other Party or its respective Affiliates, or (iii) agree to do any of the foregoing; provided, however, that neither Party shall be considered to have breached the provisions of this sentence solely because any such employee responds to a general advertisement or a Third Party search firm that has not directed its search specifically at such employees of the other Party or its respective Affiliates. Each Party shall be liable for the compliance of its Affiliates and its and their respective agents and representatives with the terms of this Section 4.4. Each Party acknowledges and agrees that if such Party violates (or threatens to violate) any of the terms of this Section 4.4, then the other Party will not have an adequate remedy at law and in such event such other Party shall have the right, in addition to all other rights available at law or in equity, to obtain injunctive relief to restrain any breach or threatened breach of the terms of this Section 4.4.
Non-Solicitation of Certain Employees. (a) Buyer agrees that, for a period of two years from and after the Closing Date, neither Buyer nor any of its Affiliates will, directly or indirectly, solicit to employ (as an employee, consultant, independent contractor or otherwise) any Retained Employee or any drilling superintendent or rig manager of Parent or any Seller or any of their respective Affiliates, or otherwise induce or attempt to persuade any such Retained Employee or drilling superintendent or rig manager to leave such employment.
Non-Solicitation of Certain Employees. In the event the Merger is not consummated for any reason, FCB and EVBS each hereby agrees that, for a period of one (1) year following the date on which this Agreement is terminated, neither it nor any of its Subsidiaries shall solicit, induce, attempt to induce or hire any of the other party’s employees set forth on Disclosure Schedule 6.10 and EVBS Schedule 6.10, respectively, attached hereto (the “Non-Solicit Employees”). FCB and EVBS each acknowledge and agree that a breach of this Section 6.10 will cause irreparable harm and loss to the other party, which harm is not adequately compensable by money damages. Accordingly, in the event of such a breach, the other party, in addition to any other rights and remedies available at law, shall be entitled to injunctive relief or a decree of specific performance, without the necessity of showing any irreparable harm or special damages.
Non-Solicitation of Certain Employees. From and after the date of this Agreement until the second anniversary of the Closing Date, neither Seller nor any of its Affiliates shall (a) except with respect to those individuals set forth on Schedule 5.25, solicit or induce, or attempt to solicit or induce, any employee of, or independent contractor exclusive to, the Acquired Entities or Purchaser or any of Purchaser’s Affiliates engaged in the business or the casino and gaming activities and operations of GNLV to leave the Acquired Entities or Purchaser or any of Purchaser’s Affiliates engaged in the business or the casino and gaming activities and operations of GNLV for any reason whatsoever or (b) except with respect to those individuals set forth on Schedule 5.25, hire, solicit to hire, or in any other manner interfere with the business relationship between the Acquired Entities or Purchaser or any of Purchaser’s Affiliates and any employee or independent contractor of the Acquired Entities. If any employee (i) is terminated by Purchaser or Purchaser’s Affiliates with cause under the terms of such employee’s employment agreement (or, if no employment agreement has been executed, under the definition of cause in the last draft employment agreement offered to such employee by Purchaser or Purchaser’s Affiliate, if applicable) or (ii) terminates his or her employment with Purchaser or Purchaser’s Affiliates for good reason under the terms of such employee’s employment agreement (or, if no employment agreement has been executed, under the definition of good reason in the last draft employment agreement offered to such employee by Purchaser or Purchaser’s Affiliate, if applicable), then the provisions of this Section 5.25 will not apply with respect to that employee after a period of six (6) months following such employee’s termination of employment with Purchaser or Purchaser’s Affiliate, as applicable, nor shall such employee receive compensation or payments from Seller or any of its Affiliates during or with respect to such six-month period. Notwithstanding anything to the contrary, Seller and its Affiliates may conduct general searches for employees or independent contractors by use of advertisements or the media that are not directly targeted at the employees or independent contractors of the Acquired Entities, Purchaser or any of Purchaser’s Affiliates engaged in the business or the casino and gaming activities and operations of GNLV.
Non-Solicitation of Certain Employees. Seller agrees for three (3) years after Closing, not to directly or indirectly, employ, seek to employ, encourage any third party to employ or otherwise attempt to obtain the service of the persons set forth in SCHEDULE 4.02D if such persons shall become employees at Closing of Buyer unless: (i) such person(s)' employment shall have been terminated by Buyer; (ii) Seller shall not have solicited the employment of such person(s) and Buyer shall consent thereto, which consent shall not be unreasonably withheld; or (iii) such person(s) shall have been out of the employ of Buyer for at least six (6) months provided, however, in the event of any claimed breach of this covenant by Seller, Buyer shall give written notice thereof to Seller and thereafter Seller shall have thirty (30) days to reasonably cure such breach. J. Upon termination of Seller's retained responsibilities for service to customers of the OCR Business or Buyer or warranties with respect to the OCR Equipment and upon Buyer's satisfaction of all of its obligations to Seller pursuant to this Agreement, the Note and the OCR Maintenance Agreement set forth as SCHEDULE 1.01E(2), Seller shall transfer to Buyer all
Non-Solicitation of Certain Employees. (a) Sellers agree that, if the Closing is consummated, for a period of two years after the Closing Date, they will use commercially reasonable efforts not to solicit for employment any person who as of the Closing Date was a management level employee of any Seller engaged in the Business or a management level employee of any Singapore Company and who became an employee of Livewire or its Subsidiaries on the Closing Date; PROVIDED, HOWEVER, that the foregoing shall not preclude any Seller from (i) soliciting any such person whose employment has been terminated by Livewire or any of its Subsidiaries or (ii) placing general advertisements.
Non-Solicitation of Certain Employees. The Purchasers covenant and agree that, for a period of one (1) year following the Closing Date, neither it nor any of its subsidiaries or Affiliates will, and the Purchasers shall cause their subsidiaries and Affiliates not to, solicit, recruit or hire any of the Persons listed on Schedule 5.13 hereto; provided, however, that (A) if Reliance does not outsource the performance of Information Technology Transition Services by September 30th, 2000, then Xxx Xxxxx and two other Persons listed on Schedule 5.13 that are mutually agreed to by the parties may be solicited, recruited or hired notwithstanding the provisions of this Section 5.13 and (B) if Xxx Xxxxx and the other Persons referred to in the foregoing clause (A) are actually hired by Purchasers or their subsidiaries or Affiliates, then within a reasonable time period thereafter Reliance shall not be obligated to continue to provide support for the WIN System. Notwithstanding the foregoing, nothing shall prohibit Purchasers from hiring (i) any Person who contacts Purchasers or their subsidiaries or Affiliates on his or her own initiative without any direct or indirect solicitation by Purchasers or their subsidiaries or Affiliates, (ii) Persons who respond to a general solicitation or advertisement that is not specifically directed only to the employees of Seller Parties; (iii) Persons who are referred to Seller Parties by search firms, employment agencies or other similar entities provided that such entities have not been instructed to solicit the employees of Purchaser or (iv) Persons who have ceased being employed by Purchaser without having been solicited by Seller Parties.
Non-Solicitation of Certain Employees. Such Stockholder agrees that for a period commencing on the date hereof and ending one year following the Effective Time, such Stockholder and its controlled Affiliates shall not, directly or indirectly, solicit for employment, otherwise solicit the services of or employ any individual who is then serving as an officer or employee of Parent, the Company, any of their respective Subsidiaries or Affiliates or any successor or assign of any of the foregoing (or who has served in any such capacity during the preceding one year period); provided, however, that this Section 2.9 shall not restrict the solicitation or employment by the Stockholder or its Affiliate of any such person whose employment is terminated by Parent, the Company or any such Subsidiary, Affiliate, successor or assign without “Cause,” or who terminates his or her employment for “Good Reason,” in accordance with the Employee Retention Plan, provided in each case that any and all solicitation of such person by or on behalf of such Stockholder or Affiliate occurs after the date such Person’s employment is so terminated.
