Non-Solicitation Undertaking. 11.1 The Purchaser hereby agrees and covenants that, without the prior written consent of the Seller, for a period of 2 (two) years after the Completion Date, it shall not, directly or indirectly:
(i) solicit for employment, hire or otherwise retain any senior or key director, officer or employee of the Seller and/or any member of the Seller’s Group operating under the “Brabant Alucast” name (other than the Company and Oss) except as set forth in Part A of Schedule 17;
(ii) solicit business in relation to certain parts set forth in the purchase orders listed for each party in Part B of Schedule 17 (the “Restricted Contracts”), provided for the sake of clarity that Purchaser shall be entitled to freely pursue any relationship with the relevant customers other than in relation to the Restricted Contracts.
11.2 The Seller hereby agrees and covenants that, without the prior written consent of the Purchaser, for a period of 2 (two) years after the Completion Date, it shall not, directly or indirectly:
(i) solicit for employment, hire or otherwise retain any senior or key director, officer or employee of the Purchaser and/or any member of the Purchaser’s Group (including, for the avoidance of doubt (the Company and Oss);
(ii) solicit business similar to the business of the Company, which, for the avoidance of doubt, shall not mean the business of Seller provided for in the Restricted Contracts.
11.3 The Seller agrees that the obligations of the Purchaser or the relevant member of the Purchaser's Group under the Purchase Order Agreements, the Subcontracting Agreement and/or the Transitional Services Agreement shall not qualify as a breach of any obligation under this Clause 11.
Non-Solicitation Undertaking. The Employee undertakes, for a period of one (1) year as from the date of his actual departure from the Company: - not to propose to any person who was, at the time of the Employee actual departure or during the twelve (12) months preceding his departure, an employee of the Company, or to attempt by any means, directly or indirectly, to persuade or incite this person to accept another employment or to leave the Company; not to hire any person who was an employee of the Company, at the time of the Employee actual departure or during the twelve (12) months preceding this departure, or to have him hired by a third party with whom the Employee has business relations.
Non-Solicitation Undertaking. 14.1 During his employment with the Employer and for a period of three (3) years following the end of his employment, the Officer expressly undertakes as follows across the territory of the Province of Quebec:
14.1.1 not to employ or obtain the services or attempt to employ or obtain the services or assist any person who wishes to employ or obtain the services of any person who is an employee of the Employer or of an affiliate, as employee, consultant, representative, partner or in any other capacity whatsoever;
14.1.2 not to propose or make any representation whatsoever to any employee of the Employer or of an affiliate enticing such employee to leave his or her employment with the Employer or an affiliate;
14.2 It is understood that the goal of this undertaking by the Officer is to protect the Employer’s legitimate interests, without depriving the Officer of his right to earn a living by practicing his profession or plying his trade. For this reason, the provisions of this non-solicitation undertaking are limited, in particular, in terms of the time necessary to achieve this goal. However, if a court of competent jurisdiction finds that this undertaking is unreasonable given particular circumstances, the parties give such court jurisdiction to reduce the scope of this undertaking until it would be reasonable.
Non-Solicitation Undertaking. Each of the Sellers undertakes to and covenants to the Purchaser that it shall not, and shall procure that no member of the P7S1 Group will, for a period of 24 months after the date of this Agreement, either on its own behalf or jointly with or as agent for or otherwise on behalf of any other person, directly or indirectly, engage, employ or actively solicit or endeavour to entice away any Key Employee.
Non-Solicitation Undertaking. Until the expiry of two (2) years from Closing, none of the Sellers shall, directly or indirectly, and shall procure that none of the Sellers’ Affiliates do, directly or indirectly,
(A) influence or attempt to influence any customers, suppliers, employees, consultants, distributors, salespersons, agents, distributors, representatives or other third parties maintaining a contractual or other business relationship with the Target Group to terminate or discontinue such contractual or other business relationship or to reduce the volume of goods or services provided or received, as the case may be, thereunder; or
(B) solicit or attempt to solicit the service or employment of any current director, or employees of the Target Group, except for public bona fide recruitment campaigns not directed at the individual in question. The restrictions set forth in this Sec. 16.4 operate for the benefit of the Purchaser and for the benefit of the Target Group constituting third party rights within the meaning of Section 328 (1) BGB.
Non-Solicitation Undertaking. Other than in respect of a Joint Project, each Shareholder undertakes that it will not, and that it will procure that its Affiliates will not, as long as it holds Shares and for a period of three (3) years thereafter, directly or indirectly:
(a) solicit any director or employee which has, at any time in a period of three (3) year prior to that time, been employed by or worked for the Company or any of its Subsidiaries, or otherwise have any such Person carry out any activities; or
(b) use knowledge and/or experience acquired or used for the benefit of the Company or any of its Subsidiaries, in a way that can be considered to be contrary to the interest of the Company or any of its Subsidiaries.
Non-Solicitation Undertaking. Each of the Majority Sellers agrees that for a period of two (2) years following the Closing Date, such Seller shall not directly or indirectly solicit for employment or retention or hire or retain, or cause to be solicited or hired or retained, any Key Employees of the Group Companies; provided, however, that the foregoing does not preclude such Seller or its Affiliates (or representatives) from (a) soliciting employees through, or hiring or retaining employees who respond to, a solicitation that constitutes a good faith general solicitation, mass advertisement or similar type or broad-based, publicly disseminated solicitation through advertisement or search firms not directed specifically toward one or more employees of the Group Companies, or (b) soliciting or hiring or retaining employees whose employment with the Group has been terminated (by the employee or the relevant Group Company) prior to any solicitation by such Seller or its Affiliates (or representatives).
Non-Solicitation Undertaking. The Executive undertakes, for a period of two (2) years as from the date of his actual departure from the Company not to propose to any person who was, at the time of the Executive’s actual departure or during the twelve (12) months preceding his departure, an employee of The Xxxxxxx Works and Affiliates, or to attempt by any means, directly or indirectly, to persuade or incite this person to accept another employment or to leave The Xxxxxxx Works and Affiliates.
Non-Solicitation Undertaking. Solicit, hire, recruit, attempt to hire or recruit, or induce the termination of employment, directly or indirectly, of any then current employee of the Company or its subsidiaries and affiliates; and
Non-Solicitation Undertaking. The Executive must not during the Restraint Period directly or indirectly (whether on the Executive’s own account or for any other party):
(a) solicit or endeavour to solicit from the Company or the Group the business or services of any person who was a customer or supplier of the Company or the Group (including any person in the process of being engaged as such a customer or supplier) and who the Executive had dealings with or knowledge of during the period of 12 months immediately prior to the cessation of the employment; or
(b) entice away or endeavour to entice away from the Company or the Group any employee, contractor or agent of the Company or the Group or anyone who was at any time during the period of 12 months immediately prior to the cessation of the Executive’s employment by the Company an employee, contractor, or agent of the Company or the Group.
