Non-Solicitation Provisions Sample Clauses

Non-Solicitation Provisions. The Executive agrees that during the term of this Agreement and for the two year period immediately following the Date of Termination (the “Non-Solicitation Period”), the Executive will not (i) solicit or induce, or cause others to solicit or induce, any employee of the Bank or any of its affiliates or subsidiaries to leave the employment of such entities, or (ii) solicit (whether by mail, telephone, personal meeting or any other means, excluding general solicitations of the public that are not based in whole or in part on any list of customers of the Bank or any of its affiliates or subsidiaries) any customer of the Bank or any of its affiliates or subsidiaries to transact business with any other entity which is engaged in any line of business conducted by the Bank or any of its affiliates or subsidiaries during the Non-Solicitation Period (including but not limited to entities which lend money and take deposits), or to reduce or refrain from doing any business with the Bank or its affiliates or subsidiaries, or interfere with or damage (or attempt to interfere with or damage) any relationship between the Bank or its affiliates or subsidiaries and any such customers. All references in this Section 9 to the Bank or any of its affiliates or subsidiaries shall include any successors of such entities.

Non-Solicitation Provisions. The Recipient acknowledges that if the Recipient is subject to any provisions then in effect in the employment agreement between the Recipient and the Company or an Affiliate that limit the ability of the Recipient to solicit clients or employees of the Company or its Affiliates, the Recipient will abide by such provisions. Further, the Recipient agrees that if there is no such employment agreement or there are no such provisions in the employment agreement, during the Applicable Period, the Recipient will not, on the Recipient’s own behalf or in the service of or on behalf of others: (i) solicit any individual or entity which is an actual client of the Company or any of its Affiliates as of the Determination Date with whom the Recipient had direct material contact while the Recipient was an employee of the Company or an Affiliate, for the purpose of offering services substantially similar to those offered by the Company or an Affiliate, or (ii) solicit for employment with a Competing Business any person who is a management level employee of the Company or an Affiliate with whom the Recipient had contact during the then most recent year of the Recipient’s employment with the Company or an Affiliate. The Recipient shall not be deemed to be in breach of Item I(ii) solely because an employer for whom the Recipient performs services solicits, diverts, or hires a management level employee of the Company or an Affiliate, provided that the Recipient does not engage in the activity proscribed by Item I(ii).

Non-Solicitation Provisions. If the Employee terminates his employment with the Company for any reason other than in accordance with Section 2(b) of this Agreement, the Employee agrees that, for a period of 12 months following the termination of the Employee's employment, except for financial consulting activity, the Employee shall not (i) either as principal, agent, owner, shareholder or investor of more than 5% of the stock, officer, director, partner, lender, independent contractor or in any other capacity, engage in, have a financial interest in or be in any way connected or affiliated with, or render advice or services to, any person or entity that engages in any activity which would compete in any way with the business operated by the Company in the counties where they do business, or (ii) directly or indirectly, solicit, divert, take away or interfere with, or attempt to solicit, divert, take away or interfere with, the relationship of the Company or any of their subsidiaries with any person or entity who is or was a customer, or employee or supplier of the Company or any of their subsidiaries immediately prior to the date of termination. The parties hereto acknowledge and agree that the duration and area for which the non-solicitation covenant and other covenants set forth in this Agreement are to be effective are fair and reasonable and are reasonably required for the protection of the Companies. In the event that any court determines that the time period or the area, or both of them, are unreasonable as to any covenant and that such covenant is to that extent unenforceable, the parties hereto agree that the covenant shall remain in full force and effect for the greatest time period and in the greatest area that would not render it unenforceable.

Non-Solicitation Provisions. For a period of three (3) years from the Distribution Date, except as shall otherwise be required pursuant to the terms of an applicable collective bargaining agreement, neither DuPont nor Chemours, or any member of their respective Groups, shall, without the prior written consent of the other Party, directly or indirectly, solicit for employment or hire (whether as an employee, consultant or otherwise) any individual who at the Effective Time is an employee of the other Party or any member of its Group or induce, or attempt to induce, any such employee to terminate his or her employment with, or otherwise cease his or her relationship with, the other Party or its Group; provided, that nothing in this Section 6.3 shall be deemed to prohibit any general solicitation for employment through advertisements and search firms not specifically directed at employees of such other applicable Party or its Group or any hiring as a result thereof, so long as the applicable Party has not encouraged or advised such firm to approach any such employee; and provided, further that if during the three-year period following the Distribution Date, Chemours or any member of the Chemours Group hires any individual who (a) at the Effective Time is an employee of DuPont or its Group outside of the United States or (b) is identified on Exhibit A hereto, whether in violation of this Section 6.3 (determined without regard to its enforceability) or otherwise, Chemours shall upon demand from DuPont promptly reimburse DuPont for any severance and retirement costs incurred by any member of the DuPont Group in respect of the termination of such individual’s employment from the DuPont Group. The Parties agree that irreparable damage would occur in the event that the provisions of this Section 6.3 were not performed in accordance with their specific terms. Accordingly, it is hereby agreed that the Parties shall be entitled to an injunction or injunctions to enforce specifically the terms and provisions of this Section 6.3 in any court of the United States or in the courts of any state having jurisdiction, or in the courts of any other country or locality thereof having jurisdiction, this being in addition to any other remedy to which they are entitled at law or in equity.

Non-Solicitation Provisions. In consideration for the payments and benefits being provided in Section 3 above, and all of the terms of this Agreement, Xx. Xxxxxx agrees that during the 24-month period immediately following his Separation Date (the "Non-Solicitation Period"), he will not (i) solicit or induce, or cause others to solicit or induce, any employee of the Bank or any of its affiliates or subsidiaries to leave the employment of such entities, or (ii) solicit (whether by mail, telephone, personal meeting or any other means, excluding general solicitations of the public that are not based in whole or in part on any list of customers of the Bank or any of its affiliates or subsidiaries) any customer of the Bank or any of its affiliates or subsidiaries to transact business with any competing business, or to reduce or refrain from doing any business with the Bank or its affiliates or subsidiaries, or interfere with or damage (or attempt to interfere with or damage) any relationship between the Bank or its affiliates or subsidiaries and any such customers

Non-Solicitation Provisions. (a) Genesis acknowledges and agrees that SVI may hire Xxxxx Xxx and Xxxxx Xxxxxx, both of whom are currently employees of Genesis; provided that SVI so hires Xxxxx Xxxxxx no later than the date of this Agreement, and provided that SVI hires Xxxxx Xxx no later than September 1, 2000. (b) Other than as provided in Section 11.2(a), each Party agrees that, during the term of this Agreement, such Party shall not solicit, induce, encourage or attempt to induce or encourage any person who is an employee of the other Party, as of the Effective Date or at any time during the term of this Agreement, to terminate his or her employment with such other Party. This restriction shall not apply to any employee of such other Party who is terminated without cause by such other Party, either individually or in connection with a personnel reduction by such other Party. In the event that either Party breaches this Section 11.2(b), such Party shall pay the other Party liquidated damages for such breach in the amount of the lesser of U.S. $500,000 or five times the salary of the particular employee for each person identified by the foregoing two sentences that such Party hires as an employee or consultant who has been an employee of such other Party at any time during the two years preceding the date that such Party so hires such person. The Parties agree that this is a reasonable measure of liquidated damages given the uncertainty of determining actual damages for a breach under this section.

Non-Solicitation Provisions. 13 Section 6.4 Sections 162(m)/409A 14 Section 6.5 Access To Employees 14 ARTICLE VII MISCELLANEOUS 15 Section 7.1 Complete Agreement; Construction 15 Section 7.2 Counterparts 15 Section 7.3 Waivers 15 Section 7.4 Assignment 15 Section 7.5 Successors and Assigns 15 Section 7.6 Termination and Amendment 15 Section 7.7 Subsidiaries 16 Section 7.8 Third Party Beneficiaries 16 Section 7.9 Title and Headings 16 Section 7.10 Exhibits and Schedules 16 Section 7.11 Governing Law 16 Section 7.12 Severability 16

Non-Solicitation Provisions. If the Employee terminates his employment with the Company for any reason, the Employee agrees that, for a period of 12 months following the termination of the Employee's employment, the Employee shall not directly or indirectly, solicit, divert, take away or interfere with, or attempt to solicit, divert, take away or interfere with, the relationship of the Company or any of their subsidiaries with any person or entity who is or was a customer, or employee or supplier of the Company or any of their subsidiaries immediately prior to the date of termination. The parties hereto acknowledge and agree that the covenant set forth in this Section is fair and reasonable and are reasonably required for the protection of the Company. In the event that any court determines that the time period is unreasonable and that such covenant is to that extent unenforceable, the parties hereto agree that the covenant shall remain in full force and effect for the greatest time period that would not render it unenforceable.

Non-Solicitation Provisions. (a) The Company shall not, for the duration of the No-Shop Period, directly or indirectly, take (nor shall the Company authorize or permit its Representatives or, to the extent within the Company’s control, other Affiliates to take) any action to (i) encourage (including by way of furnishing non-public information), solicit, initiate or facilitate any Acquisition Proposal, (ii) enter into any agreement with respect to any Acquisition Proposal or (iii) participate in any way in discussions or negotiations with, or furnish any information to, any Person in connection with, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or could reasonably be expected to lead to, any Acquisition Proposal. The Company will immediately cease and cause to be terminated any and all negotiations related to any Acquisition Proposal engaged in prior to the date hereof. (b) For the duration of the No-Shop Period, the Company shall, as promptly as practicable (and in no event later than forty-eight (48) hours after receipt thereof), advise Parent of any inquiry received by it relating to any potential Acquisition Proposal and of the material terms of any proposal or inquiry that it may receive in respect of any transaction and shall keep Parent fully informed on a prompt basis with respect to any developments with respect to the foregoing.

Non-Solicitation Provisions. (a) The Executive agrees that during the Applicable Period, he shall not, either directly or indirectly, on his own behalf or in the service of or on behalf of others solicit any individual or entity which is an actual or, to his knowledge, was within the then preceding six (6) months of his employment with the Company an actively sought prospective customer, preferred investor or vendor of the Company or an Affiliate, for the purpose of offering services of the general type offered by, or competitive with those offered by, the Company or an Affiliate, or otherwise competing with the Company or an Affiliate with respect to the Business of Altisource in the Area. (b) The Executive agrees that during the Applicable Period, he shall not, either directly or indirectly, on his own behalf or in the service of or on behalf of others, solicit for employment or consulting services, or hire or engage, any person who is an employee of the Company or an Affiliate or was an employee of the Company or an Affiliate within six (6) months before the date of such solicitation, hiring or engagement (other than employees terminated by the Company or an Affiliate); provided that general advertisements for employment directed to the general population shall not be deemed to constitute solicitation for employment. (c) The Executive agrees that during his employment and thereafter, he shall not make any statement (written or oral) that could reasonably be perceived as disparaging to the Company or any person or entity that he reasonably should know is an Affiliate of the Company. (d) In the event that this Section 5 is determined by a court which has jurisdiction to be unenforceable in part or in whole, the court shall be deemed to have the authority to revise any provision to the minimum extent necessary to be enforceable to the maximum extent permitted by law. (e) The provisions of this Section 5 shall survive the Executive’s termination of employment and termination of this Agreement.