Non-Solicitation. (a) During the period commencing on Effective Time and concluding on the one-year anniversary thereof, Manitex agrees that neither it nor any member of the Manitex Group shall, without ASV’s prior written consent, directly or indirectly (including through a representative of a member of the Manitex Group) solicit for employment or to provide services (whether as a director, officer, employee, consultant or temporary employee) any person who is at such time, or who at any time during the three-month period prior to such time had been, employed by or providing services to ASV (whether as a director, officer, employee, consultant or temporary employee), except that this Section shall not preclude Manitex or any other person from entering into discussions with or soliciting any person (i) who responds to any public advertisement or general solicitation; provided that the soliciting party did not instruct such agency to target such person specifically, (ii) who initiates discussions with the soliciting party regarding such employment on his or her own initiative and without direct solicitation by the soliciting party or its representatives, or (iii) at any time after the date of such person’s termination of employment or services by ASV without cause. (b) During the period commencing on the Effective Time and concluding on the one-year anniversary thereof, ASV agrees that it shall not, without Manitex’s prior written consent, directly or indirectly (including through a representative ASV) solicit for employment or to provide services (whether as a director, officer, employee, consultant or temporary employee) any person who is at such time, or who at any time during the three-month period prior to such time had been, employed by or providing services to a member of the Manitex Group, except that this Section shall not preclude ASV or any other person from entering into discussions with or soliciting any person (i) who responds to any public advertisement or general solicitation; provided that the soliciting party did not instruct such agency to target such person specifically, (ii) who initiates discussions with the soliciting party regarding such employment on his or her own initiative and without direct solicitation by the soliciting party or its representatives or (iii) at any time after the date of such person’s termination of employment or services by a member of the Manitex Group without cause.
Appears in 3 contracts
Samples: Employee Matters Agreement, Employee Matters Agreement (Asv Holdings, Inc.), Employee Matters Agreement (A.S.V., LLC)
Non-Solicitation. (a) During the period commencing on Effective Time and concluding beginning on the oneClosing Date and ending on the 18-year month anniversary thereof, Manitex agrees that neither it nor any member of the Manitex Group shallClosing Date, without ASV’s prior written consentand except as otherwise required or permitted by any Ancillary Agreement, Seller and its Affiliates (collectively, the “Restricted Entities”) shall not, directly or indirectly indirectly:
(including through i) Induce, solicit or encourage, or attempt to induce, solicit or encourage, any Restricted Customer to (1) use a representative Restricted Entity to provide any services which are offered by the Companies and the Transferred Subsidiaries as of the Closing Date (the “Restricted Services”) or (2) reduce, terminate or adversely modify the employment of the Companies or the Transferred Subsidiaries for such services, in each case other than as a consequence of a member of the Manitex Groupgeneral solicitation conducted by a Restricted Entity not specifically directed at Restricted Customers; or
(ii) Solicit, hire or attempt to solicit or hire any Continuing Employee for employment or in any other capacity (including as an independent contractor or consultant) with a Restricted Entity; provided, however, that the foregoing shall not apply to provide services any (whether 1) individual whose employment or service was terminated by the Companies or the Transferred Subsidiaries, (2) publishing or posting of open positions in the course of normal hiring practices which are not specifically sent to, or do not specifically target, Continuing Employees or hiring as a directorresult of such posting, officer(3) solicitations made by third-party search firms that have not been directed by Seller or its Affiliates to specifically solicit such individuals or hiring as a result of such solicitations, employeeor (4) individual who approaches a Restricted Entity seeking to be hired as an employee or in another capacity (including as an independent contractor or consultant) if no Restricted Entity had previously attempted to solicit or hire such individual.
(b) Purchaser agrees that from the date hereof until the 18-month anniversary of the Closing Date it shall not, consultant and shall cause its Affiliates (including the Companies and the Transferred Subsidiaries) not to, directly or temporary employee) indirectly, solicit, hire or attempt to solicit or hire any person employee of Seller or any of its Affiliates who is at such timenot a Continuing Employee for employment or in any other capacity (including as an independent contractor or consultant); provided, or who at any time during however, that the three-month period prior to such time had been, employed by or providing services to ASV (whether as a director, officer, employee, consultant or temporary employee), except that this Section foregoing shall not preclude Manitex or apply to any other person from entering into discussions with or soliciting any person (i) who responds to any public advertisement individual whose employment or general solicitation; provided that the soliciting party did not instruct such agency to target such person specificallyservice was terminated by Seller or its Affiliates, (ii) who initiates discussions with publishing or posting of open positions in the soliciting party regarding such employment on his course of normal hiring practices which are not specifically sent to, or her own initiative and without direct solicitation by the soliciting party do not specifically target, employees of Seller or its representativesAffiliates or hiring as a result of such posting, or (iii) at any time after solicitations made by third-party search firms that have not been directed by Purchaser or its Affiliates (including the date Companies and the Transferred Subsidiaries) to specifically solicit such individuals or hiring as a result of such person’s termination of employment or services by ASV without causesolicitations.
(bc) During The parties acknowledge that the period commencing on covenants set forth in this Section 7.7 are an essential element of this Agreement and that, but for the Effective Time and concluding on agreement of each party to comply with these covenants, the one-year anniversary thereof, ASV agrees that it shall not, without Manitex’s prior written consent, directly or indirectly (including through a representative ASV) solicit for employment or to provide services (whether as a director, officer, employee, consultant or temporary employee) any person who is at such time, or who at any time during the three-month period prior to such time had been, employed by or providing services to a member of the Manitex Group, except other party would not have entered into this Agreement. The parties acknowledge that this Section 7.7 constitutes an independent covenant that shall not preclude ASV be affected by performance or nonperformance of any other provision of this Agreement. The existence of any claim or cause of action against one party by the other party, whether predicated on the breach of this Agreement or otherwise, shall not constitute a defense to the enforcement of the covenants contained in this Section 7.7. The parties have independently consulted with their respective counsel and after such consultation agree that the covenants set forth in this Section 7.7 are reasonable and proper in scope, duration, geographical area and in all other respects. If any such covenant is found to be invalid, void or unenforceable in any situation in any jurisdiction by a final determination of a court or any other person from entering into discussions with or soliciting any person Governmental Authority of competent jurisdiction, Seller and Purchaser agree that: (i) who responds to such determination shall not affect the validity or enforceability of (1) the offending term or provision in any public advertisement other situation or general solicitationin any other jurisdiction or (2) the remaining terms and provisions of this Section 7.7 in any situation in any jurisdiction; provided that the soliciting party did not instruct such agency to target such person specifically, (ii) who initiates discussions the offending term or provision shall be reformed rather than voided and the court or Governmental Authority making such determination shall have the power to reduce the scope, duration or geographical area of any invalid or unenforceable term or provision, to delete specific words or phrases, or to replace any invalid or enforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the soliciting party regarding such employment on his intention of the invalid or her own initiative unenforceable provision, in order to render the restrictive covenants set forth in this Section 7.7 enforceable to the fullest extent permitted by applicable Law; and without direct solicitation by the soliciting party or its representatives or (iii) the restrictive covenants set forth in this Section 7.7 shall be enforceable as so modified.
(d) The parties hereby acknowledge and agree that irreparable damage would occur if this Section 7.7 were not performed in accordance with its specific terms and that any breach of this Section 7.7 by the other party could not be adequately compensated in all cases by monetary damages alone. Accordingly, in addition to any other right or remedy to which such party may be entitled, at law or in equity or under this Agreement, such party shall be entitled to enforce this Section 7.7 by a decree of specific performance and to temporary, preliminary and permanent injunctive relief to prevent breaches or threatened breaches of this Section 7.7, without posting any time after bond or other undertaking.
(e) For the date avoidance of doubt, none of the restrictions imposed by applicable subsections of this Section 7.7 shall apply to any Person that is an Affiliate of a party to this Agreement if such Person ceases to be an Affiliate of such person’s termination of employment or services by a member of the Manitex Group without causeparty.
Appears in 3 contracts
Samples: Stock Purchase Agreement, Stock Purchase Agreement (Raymond James Financial Inc), Stock Purchase Agreement (Regions Financial Corp)
Non-Solicitation. (a) During Without the period commencing on Effective Time and concluding on the one-year anniversary thereof, Manitex agrees that neither it nor any member consent of the Manitex Group shallBoard, without ASV’s prior written consentfor so long as any Investor holds Investor Shares representing at least five percent (5%) of the Outstanding Stock and for twelve (12) months thereafter (the “Tail Period”), such Investor and its Affiliates shall not, directly or indirectly indirectly:
(including through a representative of a member of the Manitex Groupi) solicit for employment or to provide services (whether as a directorany similar arrangement or hire any employee of the Company or any of its Affiliates; provided, officerhowever, employee, consultant or temporary employee) any person who is at such time, or who at any time during the three-month period prior to such time had been, employed by or providing services to ASV (whether as a director, officer, employee, consultant or temporary employee), except that this Section 4.1 shall not preclude Manitex prohibit the hiring of a person (A) whose employment has been terminated by the Company without any solicitation or encouragement by such Investor or any other of its Affiliates more than six (6) months prior to the date of the solicitation or hiring of such person from entering into discussions with by such Investor or soliciting any person of its Affiliates or (iB) who responds to any public advertisement general solicitations of employment through advertisements or general solicitationother means not targeted specifically to such employees; provided that the soliciting party did not instruct such agency to target such person specifically, or
(ii) who initiates discussions solicit, or attempt to solicit or induce, on behalf of any Person other than the Company or any of its Subsidiaries, any person or entity that is (or was during the one (1) year period prior to any solicitation by such Investor or its Affiliates) a Company Investor or Company Client or an investment advisor or collateral manager to any Company Investor or Company Client to (A) terminate, reduce or otherwise adversely modify its relationship with the soliciting party regarding such employment on his Company or her own initiative and without direct solicitation by the soliciting party or any of its representativesSubsidiaries, or (iiiB) at to otherwise use the investment management services provided by a Person other than the Company or any time after the date of such person’s termination of employment or services by ASV without causeits Subsidiaries.
(b) During After the period commencing on the Effective Time Closing and concluding on the one-year anniversary thereof, ASV agrees that it shall not, without Manitex’s prior written consent, directly so long as an Investor or indirectly any of its Affiliates owns (including through other than in a representative ASV) solicit for employment fiduciary capacity or subject to provide services (whether as a director, officer, employee, consultant similar duty or temporary employeestandard of care) any person who Equity Interests or debt securities issued by any, as applicable, Company CDO Issuer, CIFC CLO Issuer or CypressTree CLO Issuer and the Company or its Affiliates (or its successor if such successor is at Affiliated with the Company) is the manager under the applicable Company CDO Management Agreement, CIFC CLO Management Agreement or CypressTree CLO Management Agreement, respectively, such time, or who at any time during the three-month period prior Investor agrees (and agrees to such time had been, employed by or providing services to a member of the Manitex Group, except that this Section shall not preclude ASV or any other person from entering into discussions with or soliciting any person cause its Affiliates) (i) who responds not to vote such Equity Interests or debt securities in favor of the redemption of any public advertisement securities issued by such Company CDO Issuer, CIFC CLO Issuer or general solicitation; provided that CypressTree CLO Issuer under any indenture among the soliciting party did not instruct such agency to target such person specificallyCompany CDO Issuer Documents, CIFC CDO Issuer Documents or CypressTree CLO Issuer Documents, respectively, and (ii) who initiates discussions with the soliciting party regarding such employment on his or her own initiative and without direct solicitation by the soliciting party or its representatives or (iii) at any time after the date not to vote in favor of such person’s termination of employment or services by a member removal of the Manitex Group without causeCompany or any of its Affiliates as the manager under such Company CDO Management Agreement, CIFC CLO Management Agreement or CypressTree CLO Management Agreement.
Appears in 3 contracts
Samples: Stockholders Agreement, Stockholders Agreement (Deerfield Capital Corp.), Stockholders Agreement (Deerfield Capital Corp.)
Non-Solicitation. (a) During the period commencing on Effective Time and concluding on the one-year anniversary thereof, Manitex Seller agrees that neither it nor following the Closing for the applicable periods and in the geographic locations set forth on Schedule 4.4(a), none of Seller or any member of the Manitex Group shallits Affiliates will, without ASV’s the prior written consentconsent of Purchaser, directly solicit to employ or indirectly (including through a representative of a member of the Manitex Group) solicit for employment or to provide services hire (whether as a director, an officer, employee, employee or consultant or temporary employeeother independent contractor) any person who is at such timeTransferred Business Employee with an annual base salary in excess of $100,000; provided, or who at any time during however, that the three-month period prior to such time had been, employed by or providing services to ASV (whether as a director, officer, employee, consultant or temporary employee), except that restrictions of this Section 4.4(a) shall not preclude Manitex or any other person from entering into discussions with or soliciting any person apply (i) who responds to any public general advertisement or general solicitation; provided that the soliciting party did any search firm engagement which, in any such case, is not instruct directed or focused on any such agency to target such person specificallyTransferred Business Employee and any resultant hiring, (ii) the hiring of any such Transferred Business Employee who initiates discussions with the soliciting party regarding such employment on his directly or her own initiative and without direct solicitation by the soliciting party indirectly contacts Seller or its representatives, Affiliates of her or his own accord or (iii) at the solicitation or hiring of any time after such Transferred Business Employee whose employment by or term in office with Purchaser or its Affiliates is terminated prior to the date of such person’s termination of employment or services by ASV without causethe applicable solicitation.
(b) During the period commencing on the Effective Time and concluding on the one-year anniversary thereof, ASV Purchaser agrees that it shall notfollowing the Closing for the applicable periods and in the geographic locations set forth on Schedule 4.4(b), none of Purchaser or any of its Affiliates will, without Manitex’s the prior written consentconsent of Seller, solicit to employ or hire (whether as an officer, employee or consultant or other independent contractor) any employee of Seller or any of its Affiliates (i) to whom Purchaser or any of its Affiliates were introduced or with whom they otherwise had contact in connection with their evaluation of the Transaction or (ii) with an annual base salary in excess of $100,000 (other than any Transferred Business Employee); provided, however, that the restrictions of this Section 4.4(b) shall not apply (x) to any general advertisement or any search firm engagement which, in any such case, is not directed or focused on any such employee and any resultant hiring, (y) to the hiring of any such employee who directly or indirectly (including through a representative ASV) solicit for employment contacts Purchaser or to provide services (whether as a director, officer, employee, consultant its Affiliates of her or temporary employee) any person who is at such timehis own accord, or who at (z) to the solicitation or hiring of any time during the three-month period such employee whose employment by or term in office with Seller or its Affiliates is terminated prior to such time had been, employed by or providing services to a member of the Manitex Group, except that this Section shall not preclude ASV or any other person from entering into discussions with or soliciting any person (i) who responds to any public advertisement or general solicitation; provided that the soliciting party did not instruct such agency to target such person specifically, (ii) who initiates discussions with the soliciting party regarding such employment on his or her own initiative and without direct solicitation by the soliciting party or its representatives or (iii) at any time after the date of such person’s termination of employment or services by a member of the Manitex Group without causeapplicable solicitation.
Appears in 3 contracts
Samples: Equity and Asset Purchase Agreement (Ardagh Finance Holdings S.A.), Equity and Asset Purchase Agreement (Ball Corp), Equity and Asset Purchase Agreement
Non-Solicitation. Acknowledging the strong interest of the Company and its subsidiaries and affiliates in an undisrupted workplace, during the Restriction Period, the Executive shall not, and shall not assist any Person to, (a) During the period commencing on Effective Time and concluding on the one-year anniversary thereof, Manitex agrees that neither it nor hire or solicit for hiring any member employee or former employee of the Manitex Group shall, without ASV’s prior written consent, directly Company or indirectly (including through a representative of a member its subsidiaries or affiliates or seek to persuade any employee of the Manitex GroupCompany or subsidiaries or affiliates to discontinue employment or (b) solicit or encourage any independent contractor providing services to the Company or its subsidiaries or affiliates to terminate or diminish its relationship with the Company or any of its subsidiaries or affiliates. Executive acknowledges that his access to Confidential Information and to the Company’s and its subsidiaries’ and affiliates’ referral sources and customers and his development of goodwill on behalf of the Company and its subsidiaries and affiliates with their referral sources and customers during his Employment would give him an unfair competitive advantage were he to leave employment and begin competing with the Company or any of its subsidiaries or affiliates for employment their existing referral sources and customers and that he is therefore being granted access to Confidential Information and to the referral sources and customers of the Company and its subsidiaries and affiliates in reliance on his agreement hereunder. The Executive therefore agrees that, during the Restriction Period, he will not solicit or encourage any referral source or customer of the Company or its subsidiaries or affiliates to provide services (whether as a director, officer, employee, consultant terminate or temporary employee) any person who is at such timediminish its relationship with the Company, or any of its subsidiaries or affiliates and he will not seek to persuade any such referral source or customer to conduct with any Person any business or activity which such referral source or customer conducts or could conduct with the Company or any of its subsidiaries or affiliates; provided, however, that these restrictions shall apply only with respect to those Persons who are referral sources or customers of the Company or any of its subsidiaries and affiliates at any time during his Employment or whose business has been solicited on behalf of the three-month period Company or any of its subsidiaries or affiliates by any of their employees or agents, other than by form letter, blanket mailing or published advertisement, within one year prior to such time had been, employed by or providing services to ASV (whether as a director, officer, employee, consultant or temporary employee), except that this Section shall not preclude Manitex or any other person from entering into discussions with or soliciting any person (i) who responds to any public advertisement or general solicitation; provided that the soliciting party did not instruct such agency to target such person specifically, (ii) who initiates discussions with the soliciting party regarding such employment on his or her own initiative and without direct solicitation by the soliciting party or its representatives, or (iii) at any time after the date of such person’s termination of his employment or services by ASV without causeends.
(b) During the period commencing on the Effective Time and concluding on the one-year anniversary thereof, ASV agrees that it shall not, without Manitex’s prior written consent, directly or indirectly (including through a representative ASV) solicit for employment or to provide services (whether as a director, officer, employee, consultant or temporary employee) any person who is at such time, or who at any time during the three-month period prior to such time had been, employed by or providing services to a member of the Manitex Group, except that this Section shall not preclude ASV or any other person from entering into discussions with or soliciting any person (i) who responds to any public advertisement or general solicitation; provided that the soliciting party did not instruct such agency to target such person specifically, (ii) who initiates discussions with the soliciting party regarding such employment on his or her own initiative and without direct solicitation by the soliciting party or its representatives or (iii) at any time after the date of such person’s termination of employment or services by a member of the Manitex Group without cause.
Appears in 3 contracts
Samples: Executive Retention Agreement (Supernus Pharmaceuticals, Inc.), Executive Retention Agreement (Supernus Pharmaceuticals Inc), Executive Retention Agreement (Supernus Pharmaceuticals Inc)
Non-Solicitation. (a) During the period commencing on Effective Time While employed and concluding on for the one-year anniversary thereofperiod starting on the date of Termination of Employment, Manitex agrees that neither it nor any member of Participant who has received an Award under the Manitex Group shall, without ASV’s prior written consentPlan shall not, directly or indirectly indirectly:
(including through a representative i) other than in connection with the good-faith performance of a member his or her normal duties and responsibilities as an employee of the Manitex GroupCompany or any Subsidiary, encourage any employee or agent of the Company or any Subsidiary to terminate his or her relationship with the Company or any Subsidiary;
(ii) employ, engage as a consultant or adviser, or solicit for the employment or to provide services (whether engagement as a director, officer, employee, consultant or temporary employee) adviser of, any person who is at such timeemployee or agent of the Company or Subsidiary (other than by the Company or its Subsidiaries), or cause or encourage any Person to do any of the foregoing;
(iii) establish (or take preliminary steps to establish) a business with, or encourage others to establish (or take preliminary steps to establish) a business with, any employee or exclusive agent independent contractor of the Company or its Subsidiaries that would interfere with the relationship between the Company or its Subsidiaries and the employee or agent; or
(iv) interfere with the relationship of the Company or its Subsidiaries with, or endeavor to entice away from the Company or its Subsidiaries, any Person who or which at any time during since the threeParticipant's hire date was or is a material customer or material supplier of, or maintained a material business relationship with, the Company or its Subsidiaries. If a Participant violates any of the non-month period prior solicitation provisions set forth above, to such time had beenthe extent permitted by applicable law, employed the Board or the Committee may, to the extent permitted by or providing services to ASV (whether as a director, officer, employee, consultant or temporary employee), except that this Section shall not preclude Manitex or any other person from entering into discussions with or soliciting any person applicable law,
(i) who responds cancel or cause to be cancelled any public advertisement or general solicitation; provided that all of the soliciting party did not instruct such agency to target such person specificallyParticipant's outstanding Awards granted after May 19, 2009;
(ii) who initiates discussions with recover or cause to be recovered any or all Proceeds resulting from any sale or other disposition (including to the soliciting party regarding such employment on his Company) of shares of Stock issued or her own initiative and without direct solicitation by the soliciting party or its representativesissuable upon vesting, settlement, or exercise, as the case may be, of any Award granted after May 19, 2009, if the sale or disposition was effected on or after the date that is one year prior to the date on which the Participant first violated any such non-solicitation provisions; and/or
(iii) at recover or cause to be recovered any time cash paid or shares of Stock issued to the Participant in connection with any vesting, settlement, or exercise of an Award granted after May 19, 2009, if the vesting, settlement, or exercise occurred on or after the date of such person’s termination of employment or services by ASV without cause.
(b) During the period commencing on the Effective Time and concluding on the one-that is one year anniversary thereof, ASV agrees that it shall not, without Manitex’s prior written consent, directly or indirectly (including through a representative ASV) solicit for employment or to provide services (whether as a director, officer, employee, consultant or temporary employee) any person who is at such time, or who at any time during the three-month period prior to such time had been, employed by or providing services to a member of the Manitex Group, except that this Section shall not preclude ASV or any other person from entering into discussions with or soliciting any person (i) who responds to any public advertisement or general solicitation; provided that the soliciting party did not instruct such agency to target such person specifically, (ii) who initiates discussions with the soliciting party regarding such employment on his or her own initiative and without direct solicitation by the soliciting party or its representatives or (iii) at any time after the date of on which the Participant first violated any such person’s termination of employment or services by a member of the Manitex Group without causenon-solicitation provisions.
Appears in 3 contracts
Samples: Option Award Agreement (Allstate Corp), Performance Stock Award Agreement (Allstate Corp), Restricted Stock Unit Award Agreement (Allstate Corp)
Non-Solicitation. (a) During the period commencing on Effective Time The Participant covenants and concluding on the one-year anniversary thereof, Manitex agrees that neither it nor during his or her employment with the Company or its Affiliates and for a period of twelve (12) months subsequent to the Participant’s Termination of Employment for any member of reason, whether involuntary or voluntary, the Manitex Group shall, without ASV’s prior written consent, Participant shall not directly or indirectly (including through a representative of a member of the Manitex Group) solicit for employment or to provide services (whether indirectly, as a an owner, stockholder, director, officer, employee, consultant or temporary employee) any person who is at such timepartner, agent, broker, or consultant recruit, hire or attempt to recruit or hire other employees of the Company or its Affiliates, nor shall the Participant contact or communicate with any other employees of the Company or its Affiliates for the purpose of inducing other employees to terminate their employment with the Company or its Affiliates. For purposes of this Section 5, “other employees” shall refer to employees who at any time during the three-month period prior to such time had been, are still actively employed by or providing services doing business with the Company or its Affiliates at the time of the attempted recruiting or hiring. In addition, Participant agrees not to ASV (whether as a directorhire or employ, officereither directly or indirectly, or aid in the hire or employ of any former employee of the Company or its Affiliates within 60 days of that former employee, consultant 's separation date from the Company or temporary employee), except its Affiliates. Participant acknowledges and agrees that the damage to Company and its Affiliates if Participant breaches this Section 5 or the non-solicitation provisions contained in any written agreement by and between the Participant and the Company will be extremely difficult to determine. Therefore, Participant agrees that if Participant violates this Section 5 or the non-solicitation provisions contained in any written agreement by and between the Participant and the Company, Participant will pay to the Company the value of the RSUs received and all costs incurred by Company, including its reasonable attorneys' fees, in any claim against Participant or to defend against any claim made by Participant related to the subject-matter herein. To the extent applicable, all Awarded Units shall not preclude Manitex or any other person from entering into discussions with or soliciting any person (i) who responds immediately cease to any public advertisement or general solicitation; provided that the soliciting party did not instruct such agency to target such person specifically, (ii) who initiates discussions with the soliciting party regarding such employment on his or her own initiative and without direct solicitation by the soliciting party or its representatives, or (iii) at any time after vest as of the date of such person’s termination of employment or services by ASV without cause.
(b) During the period commencing on the Effective Time breach, and concluding on the one-year anniversary thereof, ASV agrees any Vested RSUs that it shall not, without Manitex’s prior written consent, directly or indirectly (including through a representative ASV) solicit for employment or to provide services (whether as a director, officer, employee, consultant or temporary employee) any person who is at such time, or who at any time during the three-month period had not been converted into Shares prior to such time had been, employed by or providing services to a member of the Manitex Group, except that this Section shall not preclude ASV or any other person from entering into discussions with or soliciting any person (i) who responds to any public advertisement or general solicitation; provided that the soliciting party did not instruct such agency to target such person specifically, (ii) who initiates discussions with the soliciting party regarding such employment on his or her own initiative and without direct solicitation by the soliciting party or its representatives or (iii) at any time after the date of such person’s termination breach and any Unvested RSUs shall be immediately forfeited and this Agreement (other than the provisions of employment or services by a member this Section 5) will be terminated on the date of the Manitex Group without causesuch breach.
Appears in 3 contracts
Samples: Restricted Stock Unit Award Agreement (Hilltop Holdings Inc.), Restricted Stock Unit Award Agreement (Hilltop Holdings Inc.), Restricted Stock Unit Award Agreement (Hilltop Holdings Inc.)
Non-Solicitation. (a) During the period commencing on Effective Time that this Agreement is in effect and concluding on for the one-five (5) year anniversary thereofperiod immediately following termination of this Agreement, Manitex agrees that neither it nor any member of the Manitex Group shall, without ASV’s prior written consent, Independent Contractor shall not directly or indirectly through another entity (including through a representative of a member of i) induce or attempt to induce any employee of, or consultant to, CTC or its subsidiaries to leave the Manitex Groupemploy of, or consultancy to, CTC or its subsidiaries, or in any way interfere with the relationship between CTC or its subsidiaries and any employee or consultant thereof, (ii) solicit for employment or to provide services (whether as a director, officer, employee, consultant or temporary employee) hire any person who is at such timewas an employee of, or who consultant to, CTC or its subsidiaries at any time during the threetwelve-month period immediately prior to the date on which such time had been, employed hiring would take place without the written consent of a CTC officer (it being conclusively presumed by or providing services the parties so as to ASV (whether as a director, officer, employee, consultant or temporary employee), except avoid any disputes under this section that this Section shall not preclude Manitex or any other person from entering into discussions with or soliciting any person such hiring within such twelve-month period is in violation of clause (i) who responds to any public advertisement or general solicitationabove); provided that the soliciting party did not instruct such agency to target such person specifically, (ii) who initiates discussions with the soliciting party regarding such employment on his or her own initiative and without direct solicitation by the soliciting party or its representatives, or (iii) at call on, solicit or service any time after customer, referral partner, affiliate, agent, supplier, licensee, licensor, consultant, contractor or other business relation of CTC or its respective subsidiaries in order to induce or attempt to induce such person to cease doing business with CTC or its subsidiaries, or in any way interfere with the date relationship between any such customer, referral partner, affiliate, agent, supplier, licensee, licensor, consultant, contractor or other business relation and CTC or its subsidiaries (including, without limitation, making any negative statements or communications about CTC or its subsidiaries); or (iv) call on, solicit, or take away or attempt to call on, solicit, or take away any of such CTC’s customers referral partners, affiliates, agents and vendors on whom Independent Contractor called or with whom Independent Contractor became acquainted during its contractual relationship with CTC, either on its behalf or that of other person’s termination of employment , firm, or services by ASV without causecorporation.
(b) During If, at the period commencing on time of enforcement of the Effective Time covenants contained in this section above (the “Protective Covenants”), a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and concluding on that the one-year anniversary thereofcourt shall be allowed to revise the Protective Covenants to cover the maximum duration, ASV scope and area permitted by law. Independent Contractor agrees that it shall notthe Protective Covenants are reasonable in terms of duration, without Manitexscope and area restrictions and are necessary to protect the goodwill of CTC’s prior written consent, directly businesses and agrees not to challenge the validity or indirectly (including through a representative ASV) solicit for employment or to provide services (whether as a director, officer, employee, consultant or temporary employee) any person who is at such time, or who at any time during the three-month period prior to such time had been, employed by or providing services to a member enforceability of the Manitex Group, except that this Section shall not preclude ASV or any other person from entering into discussions with or soliciting any person (i) who responds to any public advertisement or general solicitation; provided that the soliciting party did not instruct such agency to target such person specifically, (ii) who initiates discussions with the soliciting party regarding such employment on his or her own initiative and without direct solicitation by the soliciting party or its representatives or (iii) at any time after the date of such person’s termination of employment or services by a member of the Manitex Group without causeProtective Covenants.
Appears in 3 contracts
Samples: Independent Contractor Agreement, Independent Contractor Agreement, Independent Contractor Agreement
Non-Solicitation. (a) During Seller shall not, whether directly or indirectly, during the period commencing on Effective Time and concluding beginning on the one-year Closing Date and ending on the second anniversary thereof, Manitex agrees that neither it nor any member of the Manitex Group shallClosing Date (such period, without ASV’s prior written consent, directly or indirectly (including through a representative of a member of the Manitex Group) solicit for employment or to provide services (whether as a director, officer, employee, consultant or temporary employee) any person who is at such time, or who at any time during the three-month period prior to such time had been, employed by or providing services to ASV (whether as a director, officer, employee, consultant or temporary employee“Restricted Period”), except that this Section shall not preclude Manitex or any other person from entering into discussions with or soliciting any person (i) solicit the employment of, or hire, any Initial Restricted Employee without the prior written consent of Buyer, provided, however, that Seller shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Initial Restricted Employees, but Seller shall be prohibited from hiring any Initial Restricted Employees who responds respond to any public advertisement such general solicitation advertisements not targeted at the Initial Restricted Employees; or general solicitation; provided that the soliciting party did not instruct such agency to target such person specifically, (ii) who initiates discussions with the soliciting party regarding such employment on take any action which is intended to induce any Initial Restricted Employee to leave his or her own initiative and without direct solicitation by employ with the soliciting party or its representatives, or (iii) at any time after the date of such person’s termination of employment or services by ASV without causeBusiness.
(b) During the period commencing on the Effective Time and concluding on the one-year anniversary thereof, ASV agrees that it Seller shall not, whether directly or indirectly, during the Restricted Period solicit the employment of any Additional Restricted Employee without Manitex’s the prior written consentconsent of Buyer; provided, however, that Seller shall not be in breach of its non-solicitation obligation under this Section 6.10(b) solely as a result of any general solicitation advertisements that are not targeted at any Additional Restricted Employees and Seller shall not be prohibited from hiring any Additional Restricted Employees who respond to such general solicitation advertisements not targeted at the Additional Restricted Employees.
(c) Except as provided in the Transition Services Agreement, Boeing Commercial Airplanes (“BCA”) shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly (including through a representative ASV) solicit for employment or to provide services (whether as a directorindirectly, officer, employee, consultant or temporary employee) any person who is at such time, or who at any time during the three-month period prior to such time had beenRestricted Period, employed by or providing services to a member of the Manitex Group, except that this Section shall not preclude ASV or any other person from entering into discussions with or soliciting any person (i) solicit the employment of, or hire, any Seller Engineering Employees without the prior written consent of Seller, provided, however, that Buyer shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Seller Engineering Employees, but Buyer shall be prohibited from hiring any Seller Engineering Employee who responds respond to any public advertisement such general solicitation advertisements; or general solicitation; provided that the soliciting party did not instruct such agency to target such person specifically, (ii) who initiates discussions with the soliciting party regarding such employment on take any action which is intended to induce any Seller Engineering Employee to leave his or her own initiative employ with Seller.
(d) Except as provided in the Transition Services Agreement, BCA shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, solicit the employment of any New Seller Engineering Employees without direct the prior written consent of Seller; provided, however, that Buyer shall not be in breach of its non-solicitation obligation under this Section 6.10(d) solely as a result of any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering Employees.
(e) If Buyer or Seller breaches any the restrictive covenants set forth in this Section 6.10, then the non-breaching Party shall have the following rights and remedies against the breaching Party, each of which shall be independent of the others and severally enforceable, and each of the following rights and remedies is in addition to, and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actions: (i) the right and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders and injunctions by any court of competent jurisdiction, it being agreed by the soliciting party Parties that any breach of this Section 6.10 would cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching Party, and (ii) the right and remedy to collect from the breaching Party any such Losses incurred by the non-breaching Party as a result of enforcing this Section 6.10.
(f) Each Party agrees that, in the event a court of competent jurisdiction declares there has been a breach by such Party of this Section 6.10, the term of any such term or its representatives or (iii) at any covenant so breached shall be automatically extended with respect to such Party for a period of time after of the violation from the date of on which such person’s termination of employment or services by a member of the Manitex Group without causebreach ceases.
Appears in 3 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Vought Aircraft Industries Inc), Asset Purchase Agreement (Boeing Co)
Non-Solicitation. (a) During For a period of two years from the period commencing on Effective Time and concluding on Distribution Date, neither SNI nor any other member of the one-year anniversary thereofSNI Group shall, Manitex agrees that neither it nor without the prior written approval of EWS, directly or indirectly, solicit any employees of any EWS Service Provider who are engaged in or were engaged in providing Services during the term of this Agreement, to terminate their relationship with any of the EWS Service Providers. The foregoing shall not apply to any solicitation of any employee or employment of any employee of any EWS Service Provider who (i) initially contacted any member of the Manitex SNI Group shall, without ASV’s prior written consent, directly or indirectly (including through a representative of a member of the Manitex Group) solicit for employment or to provide services (whether as a director, officer, employee, consultant or temporary employee) any person who is at such time, or who at any time during the three-month period prior to such time had been, employed by or providing services to ASV (whether as a director, officer, employee, consultant or temporary employee), except that this Section shall not preclude Manitex or any other person from entering into discussions with or soliciting any person (i) who responds to any public advertisement or general solicitation; provided that the soliciting party did not instruct such agency to target such person specifically, (ii) who initiates discussions with the soliciting party regarding such employment their representatives on his or her own initiative and without direct any solicitation by any member of the soliciting party SNI Group or its their representatives, (ii) responded to a solicitation directed at the public in general through advertisement or similar means not targeted specifically at such employee or the business of the EWS Service Provider or (iii) at was referred to any time after member of the date SNI Group or their representatives, as applicable, by search firms, employment agencies or other similar entities provided that such entities have not been specifically instructed by any member of the SNI Group or their representatives to solicit such person’s termination of employment or services by ASV without causeemployee.
(b) During For a period of two years from the period commencing on Distribution Date, neither EWS nor any other member of the Effective Time and concluding on the one-year anniversary thereof, ASV agrees that it shall notEWS Group shall, without Manitex’s the prior written consentapproval of SNI, directly or indirectly (including through a representative ASV) indirectly, solicit for employment any employees of any SNI Service Provider who are engaged in or to provide services (whether as a director, officer, employee, consultant or temporary employee) any person who is at such time, or who at any time were engaged in providing Services during the three-month period prior term of this Agreement, to such time had been, employed by terminate their relationship with any of the SNI Service Providers. The foregoing shall not apply to any solicitation of any employee or providing services to a employment of any employee of any SNI Service Provider who (i) initially contacted any member of the Manitex Group, except that this Section shall not preclude ASV EWS Group or any other person from entering into discussions with or soliciting any person (i) who responds to any public advertisement or general solicitation; provided that the soliciting party did not instruct such agency to target such person specifically, (ii) who initiates discussions with the soliciting party regarding such employment their representatives on his or her own initiative and without direct any solicitation by any member of the soliciting party EWS Group or its representatives their representatives, (ii) responded to a solicitation directed at the public in general through advertisement or similar means not targeted specifically at such employee or the business of the SNI Service Provider or (iii) at was referred to any time after the date of such person’s termination of employment or services by a member of the Manitex EWS Group without causeor their representatives, as applicable, by search firms, employment agencies or other similar entities provided that such entities have not been specifically instructed by any member of the EWS Group or their representatives to solicit such employee.
Appears in 3 contracts
Samples: Transition Services Agreement (Scripps Networks Interactive, Inc.), Transition Services Agreement (Scripps Networks Interactive, Inc.), Transition Services Agreement (Scripps E W Co /De)
Non-Solicitation. (a) During the period commencing on Effective Time and concluding on the one-year anniversary thereof, Manitex agrees that neither it nor any member Each of the Manitex Group shall, without ASV’s prior written consent, directly or indirectly (including through a representative of a member of the Manitex Group) solicit for employment or to provide services (whether as a director, officer, employee, consultant or temporary employee) any person who is at such time, or who at any time during the three-month period prior to such time had been, employed by or providing services to ASV (whether as a director, officer, employee, consultant or temporary employee), except that this Section shall not preclude Manitex or any other person from entering into discussions with or soliciting any person (i) who responds to any public advertisement or general solicitation; provided that the soliciting party did not instruct such agency to target such person specifically, (ii) who initiates discussions with the soliciting party regarding such employment on his or her own initiative Company and without direct solicitation by the soliciting party or its representatives, or (iii) at any time after the date of such person’s termination of employment or services by ASV without cause.
(b) During the period commencing on the Effective Time and concluding on the one-year anniversary thereof, ASV Parent agrees that it shall not, without Manitex’s prior written consentand shall cause its Subsidiaries not to, and shall use its reasonable best efforts to cause its Subsidiaries’ Representatives not to, directly or indirectly: (i) solicit, initiate, seek or knowingly encourage (including by way of furnishing information) or knowingly take any other action designed to facilitate any inquiries or the making or submission of any Acquisition Proposal, (ii) furnish any nonpublic information regarding it or any of its Subsidiaries to any person (other than the other parties to this Agreement) in connection with or in response to an Acquisition Proposal, (iii) engage or participate in any discussions or negotiations with any person (other than the other parties to this Agreement) with respect to any Acquisition Proposal, (iv) approve, endorse or recommend any Acquisition Proposal or (v) enter into any letter of intent, agreement in principle or other agreement providing for any Acquisition Transaction (except as contemplated by Section 7.1(i)); provided, however, that this Section 5.3 shall not prohibit (A) Parent and the Company, or their respective Boards of Directors, directly or indirectly (including through a representative ASV) solicit for employment or to provide services (whether as a any affiliate, director, officer, employeeemployee or Representative, consultant prior to the receipt of such party’s Stockholder Approval, from furnishing nonpublic information regarding such party or temporary employee) any of such party’s respective Subsidiaries to, or entering into or participating in discussions or negotiations with, any person who is at in response to (x) an unsolicited, written Acquisition Proposal that the Board of Directors of such timeparty concludes in good faith, after consultation with its financial advisors, constitutes or could reasonably lead to a Superior Offer, or who (y) an unsolicited inquiry relating to a Acquisition Proposal by a person that the Board of Directors of such party determines is credible and reasonably capable of making a Superior Offer (an “Inquiry”), if (1) such Acquisition Proposal or Inquiry did not result from a breach of this Section 5.3(a) (other than any such breach that is unintentional and immaterial in effect), (2) such party gives to the other party the notice required by Section 5.3(b) and (3) such party furnishes any nonpublic information provided to the maker of the Acquisition Proposal or Inquiry only pursuant to a confidentiality agreement between such party and such person on terms no less favorable to the other party than the Confidentiality Agreement (provided that such confidentiality agreement shall not in any way restrict such party from complying with its disclosure obligations under this Agreement, including with respect to such proposal), and such furnished information is delivered promptly to the other party (to the extent such information has not been previously furnished or made available by such party to the other party) or (B) Parent and the Company from taking and disclosing to its respective stockholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the Exchange Act with regard to any Acquisition Proposal; provided, however, that compliance with such rules shall not in any way limit or modify the effect that any action taken pursuant to such rules has under any other provision of this Agreement and in no event shall such party or such party’s Board of Directors or a committee thereof take any action that would constitute a Change of Recommendation in respect of a Company Acquisition Proposal other than in compliance with Section 5.3(d).
(b) Each of Parent and the Company shall promptly, and in no event later than 24 hours, after its receipt of any Acquisition Proposal or any request for nonpublic information relating to it or any of its Subsidiaries in connection with an Acquisition Proposal, advise the other party orally and in writing of such Acquisition Proposal or request, including providing the identity of the person making or submitting such Acquisition Proposal or request, and, (x) if it is in writing, a copy of such Acquisition Proposal and any related draft agreements and (y) if oral, a reasonably detailed summary of any such Acquisition Proposal or request that is made or submitted by any person during the period between the date hereof and the Closing. Each of Parent and the Company shall keep the other reasonably informed in all material respects on a current basis with respect to the status and details of, including any change to the status or material terms of, any such Acquisition Proposal.
(c) Upon the execution of this Agreement, each of the Company and Parent shall, and shall cause their respective Subsidiaries and their and their Subsidiaries respective officers, directors and employees, and shall use their reasonable best efforts to cause their and their Subsidiaries respective Representatives to, immediately cease and terminate any discussions existing as of the date of this Agreement between or any of their Subsidiaries or any of their respective officers, directors, employees or Representatives and any person (other than the parties to this Agreement) that relate to any Acquisition Proposal and, to the extent provided by the applicable confidentiality agreement or similar agreement governing such discussions, require any third party to such discussions to return to such party or to destroy all confidential information of such party and its Subsidiaries.
(d) Except as contemplated by this Section 5.3(d), neither the Board of Directors of Parent or the Company, respectively, nor any respective committee thereof shall (i) (A) withhold, withdraw, qualify or modify, or resolve to or publicly propose to withhold, withdraw, qualify or modify their respective Recommendations in a manner adverse to the other party, (B) fail to reaffirm or re-publish their respective Recommendations within five days of being requested by the other party to do so (provided that, the other party shall not make more than two such requests) or (C) approve, adopt or recommend any Acquisition Proposal (each such action set forth in clauses (A) through (C) above being a “Company Change of Recommendation”) or (ii) approve, adopt or recommend, or publicly propose to approve, adopt or recommend, a merger agreement, letter of intent, agreement in principle, share purchase agreement, asset purchase agreement, share exchange agreement, option agreement or other similar contract (other than the confidentiality agreement referred to in Section 5.3(a)) or any tender offer providing for, with respect to, or in connection with any Acquisition Proposal. Notwithstanding the foregoing, the Board of Directors of Parent or the Company, respectively, may at any time during the three-month period prior to such time had beenreceipt of their requisite Stockholder Approval, employed by or providing services to in respect of a member of the Manitex GroupAcquisition Proposal, except that this Section shall not preclude ASV or any other person from entering into discussions with or soliciting any person (i) who responds to any public advertisement or general solicitation; provided that the soliciting party did not instruct such agency to target such person specifically, make a Change of Recommendation and/or (ii) who initiates discussions terminate this Agreement pursuant to Section 7.1(i) of this Agreement, if and only if: (A) an Acquisition Proposal is made to such party by a third party, and such offer is not withdrawn; (B) such party’s Board of Directors determines after consultation with its financial advisors that such offer constitutes a Superior Offer; (C) the Board of Directors of such party determines in good faith (after consultation with outside legal counsel) that failure to take such action would be reasonably likely to be inconsistent with the soliciting party regarding such employment on his or her own initiative and without direct solicitation exercise by the soliciting party or Board of Directors of its representatives or duties under applicable Laws; (iiiD) at any time after the date Board of Directors of such personparty has provided to the other party five business days prior written notice of its intent to take such action (which notice shall include the reasonable details regarding the cause for, and nature of, such party’s termination Change of employment or services Recommendation) and, if requested by the other party, negotiate in good faith with the other party during such five business day period regarding revisions to this Agreement which would avoid such Change of Recommendation and/or termination. The Board of Directors of Parent and the Company, respectively, may not, in respect of a member Acquisition Proposal, make a Change of Recommendation in a manner adverse to the Manitex Group without causeother party except in compliance in all respects with this Section 5.3(d) and Section 7.1(i). For the avoidance of doubt, a change of Recommendation to “neutral” is a Change of Recommendation.
(e) As used in this Agreement:
Appears in 3 contracts
Samples: Merger Agreement (Vertro, Inc.), Merger Agreement (Vertro, Inc.), Merger Agreement (Inuvo, Inc.)
Non-Solicitation. Except for those current Cryogen employees listed on Schedule 6.3 hereto (athe “CryoCor Employees”) During and […***…], neither the period commencing on Effective Time and concluding on the one-year anniversary thereof, Manitex agrees that neither it Company nor any member of the Manitex Group shallits Affiliates shall solicit, without ASV’s prior written consenthire or engage, directly or indirectly (including through a representative of a member of the Manitex Group) solicit for employment or to provide services (whether as a director, officer, an employee, consultant consultant, independent contractor or temporary employee) otherwise, any person who is at or was an employee of Cryogen or any of its Affiliates or actively induce or otherwise assist any person or entity in soliciting, hiring or engaging, whether, as an employee, consultant, independent contractor or otherwise, any person who is or was an employee of Cryogen or any of its Affiliates without the prior written consent of Cryogen; provided, however, that, if (i) any such time, person has not been so employed or who at engaged by Cryogen or any time during of its Affiliates for a consecutive period of two (2) years or more and (ii) neither the three-month period prior to such time had been, employed by Company nor any of its Affiliates shall have solicited or providing services to ASV (whether actively induced or otherwise assisted in soliciting for the employment or engagement as a director, officer, employee, consultant or temporary employeeindependent contractor of such person while still employed or engaged by Cryogen or any of its Affiliates, then the Company may hire such person without violating the terms of this Section 6.3(a); and, except provided further, that this Section 6.3(a) shall not preclude Manitex be of no force and effect beginning ninety (90) days after the consummation of a Change of Control of Cryogen.
(a) Neither Cryogen nor any of its Affiliates shall solicit, hire or engage, whether as an employee, consultant, independent contractor or otherwise, any other person from entering into discussions with of the CryoCor Employees or soliciting actively induce or otherwise assist any person or entity in soliciting, hiring or engaging, whether, as an employee, consultant, independent contractor or otherwise, any of the CryoCor Employees without the prior written consent of the Company; provided, however, that, if (i) who responds to any public advertisement such CryoCor Employee has not been so employed or general solicitation; provided that engaged by the soliciting party did not instruct such agency to target such person specifically, Company or any of its Affiliates for a consecutive period of two (2) years or more and (ii) who initiates discussions with neither Cryogen nor any of its Affiliates shall have solicited or actively induced or otherwise assisted in soliciting for the soliciting party regarding employment or engagement as a consultant or independent contractor of any such employment on his CryoCor Employees while still employed or her own initiative and without direct solicitation engaged by the soliciting party Company or any of its representativesAffiliates, or then Cryogen may hire such person without violating the terms of this Section 6.3(b); and, provided further, that this Section 6.3(b) shall be of no force and effect beginning ninety (iii90) at any time days after the date consummation of such person’s termination a Change of employment or services by ASV without causeControl of the Company.
(b) During the period commencing on the Effective Time and concluding on the one-year anniversary thereofFor purposes of this Agreement, ASV agrees that it shall not“Affiliate” means a corporation, without Manitex’s prior written consent, directly or indirectly (including through a representative ASV) solicit for employment or to provide services (whether as a director, officer, employee, consultant or temporary employee) any person who is at such timecompany, or who at any time during the three-month period prior to such time had beenother legal entity now or hereinafter controlling, employed controlled by or providing services under common control with a party hereto, for so long as such ownership or control exists. For the purposes of this definition, control shall refer to a member greater than 50% interest in the right to make decisions for such entity (e.g., greater than 50% ownership of the Manitex Groupvoting shares or other voting securities of such entity). Notwithstanding anything to the contrary contained herein, except that this Section “Affiliate” shall not preclude ASV or any other person from entering into discussions with or soliciting any person include (i) who responds to any public advertisement or general solicitation; provided that in the soliciting party did not instruct such agency to target such person specificallycase of Cryogen, the Company and (ii) who initiates discussions with in the soliciting party regarding such employment on his or her own initiative and without direct solicitation by the soliciting party or its representatives or (iii) at any time after the date of such person’s termination of employment or services by a member case of the Manitex Group without cause.Company, Cryogen. For purposes of this Agreement, a “Change of Control” shall mean: (x) the liquidation, winding
Appears in 3 contracts
Samples: Contribution Agreement (Cryocor Inc), Contribution Agreement (Cryocor Inc), Contribution Agreement (Cryocor Inc)
Non-Solicitation. Employee agrees that:
(ai) During if he is terminated for Cause and he elects and receives the severance payments and benefits provided for in Section 4(d)(A) of this Agreement, he shall not for a period commencing on Effective Time and concluding on the one-year anniversary thereofof one (1) year, Manitex agrees that neither it nor any member he shall not for a period of the Manitex Group shall, without ASV’s prior written consentone (1) year, directly or indirectly through another entity (including through a representative of a member A) induce or attempt to induce any employee of the Manitex Group) solicit for employment Company or any Subsidiary or Affiliate to provide services (whether as a director, officer, employee, consultant leave the employ of the Company or temporary employee) any person who is at such timeSubsidiary or Affiliate, or in any way interfere with the relationship between the Company or any Subsidiary or Affiliate and any employee thereof, (B) hire any person, who was an employee of the Company or any Subsidiary or Affiliate at any time during the three-month period prior one (1) year immediately preceding Employee’s termination or resignation, (C) induce or attempt to such time had beeninduce any customer, employed by supplier, licensee, licensor, franchisee or providing services to ASV (whether as a director, officer, employee, consultant or temporary employee), except that this Section shall not preclude Manitex other business relation of the Company or any other person from entering into discussions with Subsidiary or soliciting any person (i) who responds Affiliate to any public advertisement or general solicitation; provided that the soliciting party did not instruct such agency to target such person specifically, (ii) who initiates discussions cease doing business with the soliciting party regarding Company or such employment on his Subsidiary or her own initiative Affiliate, or in any way interfere with the relationship between any such customer, supplier, licensee, licensor, franchisee or other business relation and the Company or any Subsidiary or Affiliate (including, without direct solicitation by limitation, making any negative statements or communications about the soliciting party Company or its representatives, Subsidiaries or Affiliates) or (iiiD) at any time after service (except in the date capacity of such person’s termination of employment or services by ASV without cause.
(b) During the period commencing on the Effective Time and concluding on the one-year anniversary thereof, ASV agrees that it shall not, without Manitex’s prior written consent, directly or indirectly (including through a representative ASV) solicit for employment or to provide services (whether as a director, officer, employee, consultant or temporary an employee) any person customer, licensee, agent or franchisee of the Company or any Subsidiary or Affiliate who is at such timewas a customer, licensee, agent or who franchisee of the Company or any Subsidiary or Affiliate at any time during the three-month period prior to such time had beenone (1) year immediately preceding Employee’s termination or resignation, employed by or providing services to a member of the Manitex Group, except that this Section shall not preclude ASV or any other person from entering into discussions with or soliciting any person (i) who responds to any public advertisement or general solicitation; provided that the soliciting party did not instruct such agency to target such person specifically, or
(ii) who initiates discussions if he is terminated without Cause and he elects and receives the severance payments and benefits provided for in Section 4(b)(A) of this Agreement, or he terminates this Agreement for Good Reason and he elects and receives the severance payments and benefits provided for in Section 4(b)(A) of this Agreement, he shall not for a period of eighteen (18) months, directly or indirectly through another entity (A) induce or attempt to induce any employee of the Company or any Subsidiary or Affiliate to leave the employ of the Company or such Subsidiary or Affiliate, or in any way interfere with the soliciting party regarding relationship between the Company or any Subsidiary or Affiliate and any employee thereof, (B) hire any person, who was an employee of the Company or any Subsidiary or Affiliate at any time during the one (1) year immediately preceding Employee’s termination or resignation, (C) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee or other business relation of the Company or any Subsidiary or Affiliate to cease doing business with the Company or such employment on his Subsidiary or her own initiative Affiliate, or in any way interfere with the relationship between any such customer, supplier, licensee, licensor, franchisee or other business relation and the Company or any Subsidiary or Affiliate (including, without direct solicitation by limitation, making any negative statements or communications about the soliciting party Company or its representatives Subsidiaries or Affiliates) or (D) service (except in the capacity of an employee) any customer, licensee, agent or franchisee of the Company or any Subsidiary or Affiliate who was a customer, licensee, agent or franchisee of the Company or any Subsidiary or Affiliate at any time during the one (1) year immediately preceding Employee’s termination or resignation; or
(iii) if Employee voluntarily resigns during the Term, without Good Reason, and there has not been a Change of Control at the time of Employee’s resignation, he shall not for a period of one (1) year, directly or indirectly through another entity (A) induce or attempt to induce any employee of the Company or any Subsidiary or Affiliate to leave the employ of the Company or such Subsidiary or Affiliate, or in any way interfere with the relationship between the Company or any Subsidiary or Affiliate and any employee thereof, (B) hire any person, who was an employee of the Company or any Subsidiary or Affiliate at any time after during the date of such personone (1) year immediately preceding Employee’s termination of employment or services by a member resignation, (C) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee or other business relation of the Manitex Group Company or any Subsidiary or Affiliate to cease doing business with the Company or such Subsidiary or Affiliate, or in any way interfere with the relationship between any such customer, supplier, licensee, licensor, franchisee or other business relation and the Company or any Subsidiary or Affiliate (including, without causelimitation, making any negative statements or communications about the Company or its Subsidiaries or Affiliates) or (D) service (except in the capacity of an employee) any customer, licensee, agent or franchisee of the Company or any Subsidiary or Affiliate who was a customer, licensee, agent or franchisee of the Company or any Subsidiary or Affiliate at any time during the one (1) year immediately preceding Employee’s termination or resignation; or
(iv) if there is a Change of Control and Employee resigns for any reason or is terminated other than for Cause or as a result of Employee’s death or Disability and he elects and receives the payments and benefits set forth in Sections 5(a)(i) and 5(a)(iii) of this Agreement, he shall not for a period of eighteen (18) months, directly or indirectly through another entity (A) induce or attempt to induce any employee of the Company or any Subsidiary or Affiliate to leave the employ of the Company or such Subsidiary or Affiliate, or in any way interfere with the relationship between the Company or any Subsidiary or Affiliate and any employee thereof, (B) hire any person, who was an employee of the Company or any Subsidiary or Affiliate at any time during the one (1) year immediately preceding Employee’s termination or resignation, (C) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee or other business relation of the Company or any Subsidiary or Affiliate to cease doing business with the Company or such Subsidiary or Affiliate, or in any way interfere with the relationship between any such customer, supplier, licensee, licensor, franchisee or other business relation and the Company or any Subsidiary or Affiliate (including, without limitation, making any negative statements or communications about the Company or its Subsidiaries or Affiliates) or (D) service (except in the capacity of an employee) any customer, licensee, agent or franchisee of the Company or any Subsidiary or Affiliate who was a customer, licensee, agent or franchisee of the Company or any Subsidiary or Affiliate at any time during the one (1) year immediately preceding Employee’s termination or resignation.
Appears in 3 contracts
Samples: Employment Agreement (Research Pharmaceutical Services, Inc.), Employment Agreement (Research Pharmaceutical Services, Inc.), Employment Agreement (Research Pharmaceutical Services, Inc.)
Non-Solicitation. (a) During the period commencing on Effective Time and concluding on the one-year anniversary thereof, Manitex Employee agrees that neither it nor any member during Employee’s employment with the Company and for an additional period of the Manitex Group shalltwo (2) years immediately following termination of Employee’s employment with the Company, without ASV’s prior written consent, Employee shall not directly or indirectly (including through a representative of a member of the Manitex Group) solicit for employment indirectly, as an individual or to provide services (whether as a director, officer, contractor, employee, consultant consultant, partner, investor or temporary employeein any other capacity with any corporation, partnership or other person or entity, other than the Company (an "Other Entity"), (i) contact or communicate with any then current material customer or client of the Company in the Business, or any person who or entity with which the Company is at then engaged in material discussions regarding that person or entity becoming a client or customer of the Company in the Business, for the purpose of inducing any such timecustomer or client to move its account from the Company to another company in the Business; provided, or who at any time during the three-month period prior to such time had beenhowever, that nothing in this sentence shall prevent Employee from becoming employed by or providing consulting services to ASV (whether as a directorany such customer or client of the Company in the Business, officer, employee, consultant or temporary employee), except that this Section shall not preclude Manitex or any other person from entering into discussions with or soliciting any person (i) who responds to any public advertisement or general solicitation; provided that the soliciting party did not instruct such agency to target such person specifically, (ii) who initiates discussions with solicit any other employee of the soliciting party regarding such employment on his or her own initiative and without direct solicitation by the soliciting party or its representatives, or (iii) at any time after the date of such person’s termination of employment or services by ASV without cause.
(b) During the period commencing on the Effective Time and concluding on the one-year anniversary thereof, ASV agrees that it shall not, without Manitex’s prior written consent, directly or indirectly (including through a representative ASV) solicit Company for employment or a consulting or other services arrangement with an Other Entity. The restrictions of this Section 3.3 shall not be deemed to provide services (whether prevent Employee from owning not more than 5% of the issued and outstanding shares of any class of securities of an issuer engaged in the Business whose securities are listed on a national securities exchange or registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as a directoramended, officer, employee, consultant or temporary employee) from owning any person amount of securities of an issuer who is at such time, not engaged in the Business whose securities are listed on a national securities exchange or who at any time during the three-month period prior registered pursuant to such time had been, employed by or providing services to a member Section 12(g) of the Manitex GroupSecurities Exchange Act of 1934, except as amended. In the event a court of competent jurisdiction determines that the foregoing restriction is unreasonable in terms of geographic scope or otherwise then the court is hereby authorized to reduce the scope of said restriction and enforce this Section 3.3 as so reduced. If any sentence, word or provision of this Section 3.3 shall not preclude ASV be determined to be unenforceable, the same shall be severed herefrom and the remainder shall be enforced as if the unenforceable sentence, word or any other person from entering into discussions with or soliciting any person (i) who responds to any public advertisement or general solicitation; provided that the soliciting party provision did not instruct such agency exist. Notwithstanding any provision of this Agreement to target such person specificallythe contrary, the terms and conditions of this Section 3.3 shall survive for a period of two (ii2) who initiates discussions years following termination of Employee’s employment with the soliciting party regarding such employment on his or her own initiative Company, at which time the terms and without direct solicitation by the soliciting party or its representatives or (iii) at any time after the date conditions of such person’s termination of employment or services by a member of the Manitex Group without causethis Section 3.3 shall terminate.
Appears in 2 contracts
Samples: Employment Agreement (Bioanalytical Systems Inc), Employment Agreement (Bioanalytical Systems Inc)
Non-Solicitation. The Optionee covenants and agrees that during the Optionee’s Employment and for a period of twenty-four (a24) During months (and such period shall be tolled on a day-to-day basis for each day during which the period commencing on Effective Time Optionee participates in any activity in violation of the restrictions set forth in this Section 5(b)) after the termination of the Optionee’s Employment, whether such termination occurs at the insistence of the Company or the Optionee (for whatever reason), the Optionee shall not, and concluding shall not assist any other Person to, (i) hire or solicit for hire any employee of the Company or any of its Immediate Affiliates or seek to persuade any employee of the Company or any of its Immediate Affiliates to discontinue employment or (ii) solicit or encourage any independent contractor providing services to the Company or any of its Immediate Affiliates to terminate or diminish its relationship with them; provided, however, that after termination of the Optionee’s Employment, these restrictions shall apply only with respect to employees of, and independent contractors providing services to, the Company or one of its Immediate Affiliates who were such on the one-year anniversary thereof, Manitex agrees date that neither it nor any member of the Manitex Group shall, without ASVOptionee’s prior written consent, directly Employment terminated or indirectly (including through a representative of a member of the Manitex Group) solicit for employment or to provide services (whether as a director, officer, employee, consultant or temporary employee) any person who is at such time, or who at any time during the three-month period prior to nine (9) months immediately preceding such time had beentermination date; and, employed by or providing services to ASV (whether as a directorprovided further, officer, employee, consultant or temporary employee), except that this Section 5(b) shall not preclude Manitex be violated by (x) any general advertising or other general methods of solicitation by another company or search firm not specifically directed at the employees or independent contractors of the Company or any other person from entering into discussions with or soliciting any person (i) who responds to any public advertisement or general solicitation; provided that the soliciting party did not instruct such agency to target such person specifically, (ii) who initiates discussions with the soliciting party regarding such employment on his or her own initiative and without direct solicitation by the soliciting party or of its representatives, Immediate Affiliates or (iiiy) at any time after such hiring, solicitation or encouragement of any employee or independent contractors of the date Company or any of such person’s termination its Immediate Affiliates below the level of employment or services by ASV without cause.
(b) During the period commencing on the Effective Time and concluding on the one-year anniversary thereof, ASV agrees that it shall not, without Manitex’s prior written consent, directly or indirectly (including through a representative ASV) solicit for employment or to provide services (whether as a director, officer, employee, consultant so long as you had no direct or temporary employee) any person who is at indirect involvement in such time, or who at any time during the three-month period prior to such time had been, employed by or providing services to a member of the Manitex Group, except that this Section shall not preclude ASV or any other person from entering into discussions with or soliciting any person (i) who responds to any public advertisement or general solicitation; provided that the soliciting party did not instruct such agency to target such person specifically, (ii) who initiates discussions with the soliciting party regarding such employment on his or her own initiative and without direct solicitation by the soliciting party or its representatives or (iii) at any time after the date of such person’s termination of employment or services by a member of the Manitex Group without causeactivities.
Appears in 2 contracts
Samples: Non Statutory Stock Option Agreement (Michaels Companies, Inc.), Employment Agreement (Michaels Companies, Inc.)
Non-Solicitation. During the Executive’s employment with Holdings and for a period of twelve (12) months thereafter (the “Non-Solicitation Period”), the Executive shall not, except with prior written approval of the CEO, directly or indirectly, individually or as part of or on behalf of any other person, company, employer or other entity:
(a) During (i) persuade or attempt to persuade any existing customer or agent with which the period commencing on Effective Time and concluding on Company has a contract (“Contracted Customer”) to cease doing business constituting the one-year anniversary thereofProhibited Business with the Company or any of its subsidiaries, Manitex agrees that neither it nor or to reduce the amount of business constituting the Prohibited Business any member customer or agent does with the Company or any of the Manitex Group shallits subsidiaries, without ASV’s prior written consent, directly or indirectly (including through a representative of a member of the Manitex Groupii) solicit for employment himself or any entity any business constituting the Prohibited Business of a Contracted Customer of the Company or any of its subsidiaries or solicit any business constituting the Prohibited Business which was a Contracted Customer of the Company or with which the Executive is aware (or is made aware prior to provide services (whether the Termination Date) that the Company is in direct discussions as a director, officer, employee, consultant prospective Contracted Customer of the Company (or temporary employeeany of their subsidiaries) any person who is at such time, or who at any time during the three-month period within twelve (12) months prior to such time had been, employed by or providing services to ASV (whether as a director, officer, employee, consultant or temporary employee), except that this Section shall not preclude Manitex or any other person from entering into discussions with or soliciting any person (i) who responds to any public advertisement or general solicitationthe Termination Date; provided that the soliciting party did not instruct such agency to target such person specifically, (ii) who initiates discussions with the soliciting party regarding such employment on his or her own initiative and without direct solicitation by the soliciting party or its representatives, or (iii) at any time after the date of such person’s termination of employment or services by ASV without cause.or
(b) During the period commencing on the Effective Time and concluding on the one-year anniversary thereofhire, ASV agrees that it shall not, without Manitex’s prior written consent, directly attempt to recruit or indirectly (including through a representative ASV) solicit for employment or to provide services (whether as a director, officer, employee, consultant or temporary employee) any person who is at such timehire, or for any purpose whatsoever encourage to end or abandon their employment, reduce or diminish in any way their relationship or breach any agreement, with the Company or any of its subsidiaries, any persons who have been employed by the Company or any of its subsidiaries at any time during within the three-month period twelve (12) months prior to such time had beenhiring, employed by recruitment or providing services to a member of the Manitex Groupsolicitation, except that this Section shall not preclude ASV or any other person from entering into discussions with or soliciting any person than (i) who responds to any public advertisement such employee whose employment with the Company or general solicitation; provided that any of its subsidiaries is terminated by the soliciting party did not instruct such agency to target such person specificallyCompany or any of its subsidiaries, or (ii) any such employee who initiates discussions with the soliciting party regarding such employment on voluntarily terminates his or her own initiative and without direct solicitation by employment with the soliciting party Company or any of its representatives subsidiaries, so long as the Executive did not induce or (iiiencourage such employee so to voluntarily terminate his or her employment. The parties acknowledge that the restrictions contained in this Sections 10(b) at will not apply to any time after the date of such person’s termination of employment general advertisements or services by a member of the Manitex Group without causesolicitations for employees.
Appears in 2 contracts
Samples: Employment Agreement (Trustwave Holdings, Inc.), Employment Agreement (Trustwave Holdings, Inc.)
Non-Solicitation. The Grantee covenants and agrees that during the Grantee’s Employment and for a period of twenty-four (a24) During months (and such period shall be tolled on a day-to-day basis for each day during which the period commencing on Effective Time Grantee participates in any activity in violation of the restrictions set forth in this Section 12(b)) after the termination of the Grantee’s Employment, whether such termination occurs at the insistence of the Company or the Grantee (for whatever reason), the Grantee shall not, and concluding shall not assist any other Person to, (i) hire or solicit for hire any employee of the Company or any of its Immediate Affiliates or seek to persuade any employee of the Company or any of its Immediate Affiliates to discontinue employment or (ii) solicit or encourage any independent contractor providing services to the Company or any of its Immediate Affiliates to terminate or diminish its relationship with them; provided, however, that after termination of the Grantee’s Employment, these restrictions shall apply only with respect to employees of, and independent contractors providing services to, the Company or any of its Immediate Affiliates who were such on the one-year anniversary thereof, Manitex agrees date that neither it nor any member of the Manitex Group shall, without ASVGrantee’s prior written consent, directly Employment terminated or indirectly (including through a representative of a member of the Manitex Group) solicit for employment or to provide services (whether as a director, officer, employee, consultant or temporary employee) any person who is at such time, or who at any time during the three-month period prior to nine (9) months immediately preceding such time had beentermination date; and, employed by or providing services to ASV (whether as a directorprovided further, officer, employee, consultant or temporary employee), except that this Section 5(b) shall not preclude Manitex be violated by (x) any general advertising or other general methods of solicitation by another company or search firm not specifically directed at the employees or independent contractors of the Company or any other person from entering into discussions with or soliciting any person (i) who responds to any public advertisement or general solicitation; provided that the soliciting party did not instruct such agency to target such person specifically, (ii) who initiates discussions with the soliciting party regarding such employment on his or her own initiative and without direct solicitation by the soliciting party or of its representatives, Immediate Affiliates or (iiiy) at any time after such hiring, solicitation or encouragement of any employee or independent contractors of the date Company or any of such person’s termination its Immediate Affiliates below the level of employment or services by ASV without cause.
(b) During the period commencing on the Effective Time and concluding on the one-year anniversary thereof, ASV agrees that it shall not, without Manitex’s prior written consent, directly or indirectly (including through a representative ASV) solicit for employment or to provide services (whether as a director, officer, employee, consultant so long as you had no direct or temporary employee) any person who is at indirect involvement in such time, or who at any time during the three-month period prior to such time had been, employed by or providing services to a member of the Manitex Group, except that this Section shall not preclude ASV or any other person from entering into discussions with or soliciting any person (i) who responds to any public advertisement or general solicitation; provided that the soliciting party did not instruct such agency to target such person specifically, (ii) who initiates discussions with the soliciting party regarding such employment on his or her own initiative and without direct solicitation by the soliciting party or its representatives or (iii) at any time after the date of such person’s termination of employment or services by a member of the Manitex Group without causeactivities.
Appears in 2 contracts
Samples: Restricted Stock Unit Agreement (Michaels Companies, Inc.), Employment Agreement (Michaels Companies, Inc.)
Non-Solicitation. Seller Parent, the Other Sellers and Seller agree that for a period of two (2) years from and after the Closing Date it shall not, and it shall cause each of their Subsidiaries not to (and shall not encourage or assist any of its Affiliates to), without the prior written consent of Purchaser, directly or indirectly, solicit to hire (or cause or seek to cause to leave the employ of Purchaser or any of its Subsidiaries) (i) any Transferred Employee or (ii) any other Person employed by Purchaser who became known to or was identified to the Seller Parent, Other Sellers or Seller or any of their Affiliates prior to the Closing in connection with the transactions contemplated by this Agreement, unless in each case such Person ceased to be an employee of Purchaser or its Subsidiaries prior to such action by the Seller Parent, Other Sellers or Seller or any of their Affiliates, or, in the case of such Person’s voluntary termination of employment with Purchaser or any of its Subsidiaries, at least three (3) months prior to such action by the Seller Parent, Other Sellers or Seller or any of their Affiliates. Seller Parent agrees, upon the reasonable request of Purchaser, to use its commercially reasonable efforts to cause its Affiliates to enforce their rights for the benefit of Purchaser under the non-solicitation provisions of the Semiconductor Business Purchase Agreement; provided that all costs and expenses incurred in connection with the enforcement of such rights shall be borne exclusively by Seller Parent.
(a) During the period commencing on Effective Time and concluding on the one-year anniversary thereof, Manitex Purchaser agrees that neither for a period of two (2) years from and after the Closing Date it nor shall not, and it shall cause its Subsidiaries not to (and shall not encourage or assist any member of the Manitex Group shallits Affiliates to), without ASV’s the prior written consentconsent of Seller, directly or indirectly indirectly, solicit to hire (including through a representative of a member or cause or seek to cause to leave the employ of the Manitex Group) solicit for employment Other Sellers or to provide services (whether as a director, officer, employee, consultant Seller or temporary employeeany of their Affiliates) any person who is at Person that it or they know to be employed by the Other Sellers or Seller or any of their Affiliates as of the Closing Date unless such time, Person ceased to be an employee of the Other Sellers or who at Seller or any time during the three-month period of their Affiliates prior to such time had been, employed action by or providing services to ASV (whether as a director, officer, employee, consultant or temporary employee), except that this Section shall not preclude Manitex Purchaser or any other person from entering into discussions with or soliciting any person (i) who responds to any public advertisement or general solicitation; provided that of its Subsidiaries, or, in the soliciting party did not instruct such agency to target such person specifically, (ii) who initiates discussions with the soliciting party regarding such employment on his or her own initiative and without direct solicitation by the soliciting party or its representatives, or (iii) at any time after the date case of such personPerson’s voluntary termination of employment with the Other Sellers or services Seller or any of their Affiliates, at least three (3) months prior to such action by ASV without causePurchaser or any of its Subsidiaries.
(b) During Notwithstanding the period commencing on foregoing, the Effective Time restrictions set forth in Sections 6.10 and concluding on the one-year anniversary thereof, ASV agrees that it shall not, without Manitex’s prior written consent, directly or indirectly (including through a representative ASV6.10(a) solicit for employment or to provide services (whether as a director, officer, employee, consultant or temporary employee) any person who is at such time, or who at any time during the three-month period prior to such time had been, employed by or providing services to a member of the Manitex Group, except that this Section shall not preclude ASV or any other person from entering into discussions with or soliciting any person apply to (i) who responds to bona fide public advertisements for employment placed by any public advertisement Party and not specifically targeted at the employees of any other Party, or general solicitation; provided that the soliciting party did not instruct such agency to target such person specifically, (ii) any employee who initiates discussions with is not a manager or an individual contributor who is engaged in the soliciting party regarding such employment on his design of Storage Products or her own initiative and without direct solicitation by the soliciting party or its representatives or (iii) at any time after the date of such person’s termination of employment or services by a member of the Manitex Group without causeprocesses.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Avago Technologies LTD), Purchase and Sale Agreement (PMC Sierra Inc)
Non-Solicitation. (a) During For a period of 18 months from and after the period commencing on Effective Time Closing, each of Seller Parent and concluding on the one-year anniversary thereofSeller shall not, Manitex agrees that neither it nor any member of the Manitex Group shalland shall cause their respective Subsidiaries not to, without ASV’s the prior written consentconsent of Purchaser, directly or indirectly (including through a representative of a member indirectly, in any manner solicit or cause to be solicited any Person who is employed by an Acquired Company as of the Manitex GroupClosing (other than non-management employees whose annual base compensation is less than $75,000 and who are not involved in research and development). Notwithstanding the foregoing, the restrictions on solicitation set forth in the immediately preceding sentence shall not prohibit Seller Parent, Seller or any of their respective Subsidiaries from: (i) solicit for engaging in general solicitations of employment or to provide services not specifically directed toward the employees of the Acquired Companies; (whether as a director, officer, employee, consultant or temporary employeeii) soliciting any person who is at such time, or who at any time during the three-month period prior referred to such time had been, employed by or providing services to ASV (whether as a director, officer, employee, consultant or temporary employee), except that this Section shall not preclude Manitex Seller or any of its Affiliates by search firms, employment agencies or other person from entering into discussions with or soliciting any person (i) who responds to any public advertisement or general solicitation; similar entities, provided that the soliciting party did such entities have not instruct been specifically instructed to solicit such agency to target such person specifically, (ii) who initiates discussions with the soliciting party regarding such employment on his or her own initiative and without direct solicitation by the soliciting party or its representatives, person; or (iii) at soliciting any time person after the date of that is 90 days following the date upon which such person’s termination of employment or services by ASV without causewith an Acquired Company has ended.
(b) During For a period of 18 months from and after the period commencing on the Effective Time and concluding on the one-year anniversary thereofClosing, ASV agrees that it Purchaser shall not, and shall cause its respective Subsidiaries and parent companies not to, without Manitex’s the prior written consentconsent of Seller Parent, directly or indirectly indirectly, in any manner solicit or cause to be solicited any Person who is employed by Seller Parent or one of its Subsidiaries (including through a representative ASVother than the Acquired Companies) solicit for as of the Closing (other than non-management employees whose annual base compensation is less than $75,000 and who are not involved in research and development). Notwithstanding the foregoing, the restrictions on solicitation set forth in the immediately preceding sentence shall not prohibit Purchaser or any of its Subsidiaries or parent companies from: (i) engaging in general solicitations of employment not specifically directed toward the employees of Seller Parent or to provide services its Subsidiaries; (whether as a director, officer, employee, consultant or temporary employeeii) soliciting any person who is at such time, or who at any time during the three-month period prior referred to such time had been, employed by or providing services to a member of the Manitex Group, except that this Section shall not preclude ASV Purchaser or any of its Affiliates by search firms, employment agencies or other person from entering into discussions with or soliciting any person (i) who responds to any public advertisement or general solicitation; similar entities, provided that the soliciting party did such entities have not instruct been specifically instructed to solicit such agency to target such person specifically, (ii) who initiates discussions with the soliciting party regarding such employment on his or her own initiative and without direct solicitation by the soliciting party or its representatives person; or (iii) at soliciting any time person after the date of that is 90 days following the date upon which such person’s termination employment with Seller Parent, or one of employment Seller Parent’s Affiliates or services by a member of the Manitex Group without causeSubsidiaries, has ended.
Appears in 2 contracts
Samples: Stock Purchase Agreement, Stock Purchase Agreement (United Online Inc)
Non-Solicitation. (a) During the For a period commencing on Effective Time the date of this Agreement and concluding ending on the one-year second anniversary thereof, Manitex agrees that neither it nor any member of the Manitex Group Closing Date (the “Nonsolicitation Period”), neither Buyers nor the Company shall, without ASV’s prior written consent, directly or indirectly indirectly, for itself or on behalf of or in conjunction with any other person (including through other than as a representative holder of not more than one percent (1%) of the outstanding stock of a member corporation), nor shall it permit any of the Manitex Group) solicit for employment its subsidiaries, directors, officers, employees, agents, advisors or to provide services (whether as a directorrepresentatives to, officerdirectly or indirectly, employee, consultant or temporary employee) call upon any person who is, at the time the person is at called upon, an employee of Parent, for the purpose or with the intent of soliciting such timeemployee away from or out of the employ of Parent, or employ or offer employment to any person who was or is employed by Parent unless such person shall have ceased to be employed by Parent for a period of at least six months; provided, that, at the request of any Buyer or any Affiliate thereof, Parent may, in its sole discretion, determine to waive this provision with respect to one or more such employees of Parent, such waiver to be evidenced in a writing delivered by Parent to such Buyer; provided, further, that notwithstanding anything to the contrary in this Agreement, for a period of six (6) months after the Closing the Company may solicit up to an aggregate of ten (10) employees of Parent (excluding employees of Parent employed by Force or any of its subsidiaries) for purposes of post-Closing employment with the Company and; provided, further, that in the event Buyers or the Company hire any such employee at any time during the three-month period prior Continuation Period, such employee shall be deemed to such time had been, employed by or providing services to ASV (whether be a “Transferred Employee” for all purposes hereunder as a director, officer, employee, consultant or temporary employee), except that this Section shall not preclude Manitex or any other person from entering into discussions with or soliciting any person (i) who responds to any public advertisement or general solicitation; provided that of the soliciting party did not instruct such agency to target such person specifically, (ii) who initiates discussions with the soliciting party regarding such employment on his or her own initiative and without direct solicitation by the soliciting party or its representatives, or (iii) at any time after the respective date of such person’s termination of employment or services by ASV without causehire.
(b) During the period commencing on the Effective Time and concluding on the one-year anniversary thereofNonsolicitation Period, ASV agrees that it Parent shall not, without Manitex’s prior written consentdirectly or indirectly, for itself or on behalf of or in conjunction with any other person (other than as a holder of not more than one percent (1%) of the outstanding stock of a corporation), nor shall it permit any of its subsidiaries, directors, officers, employees, agents, advisors or representatives to, directly or indirectly (including through a representative ASV) solicit for employment or to provide services (whether as a directorindirectly, officer, employee, consultant or temporary employee) call upon any person who is, at the time the person is at called upon, an employee of the Company, for the purpose or with the intent of soliciting such timeemployee away from or out of the employ of the Company, or employ or offer employment to any person who at any time during the three-month period prior to such time had been, was or is employed by the Company unless such person shall have ceased to be employed by the Company, as applicable, for a period of at least six (6) months; provided, that, at the request of Parent, any Buyer may, in its sole discretion, determine to waive this provision with respect to one or providing services more such employees of the Company, such waiver to be evidenced in a writing delivered by such Buyer to Parent.
(c) The foregoing Sections 5.11(a) and (b) shall not be deemed to prohibit any person from engaging in general media advertising or solicitation that may be targeted to a member particular geographic or technical area but that is not targeted towards employees of Parent (in the case of Section 5.11(a)) or the Company (in the case of Section 5.11(b)).
(d) For purposes of this Section 5.11, references to “Parent” shall mean Parent, together with its Affiliates (excluding the Company Entities and Parent Brazil with respect to the Brazilian Operations) and references to the Company shall mean each of the Manitex GroupCompany Entities, except that this Section shall not preclude ASV or any other person from entering into discussions Parent Brazil with or soliciting any person (i) who responds respect to any public advertisement or general solicitation; provided that the soliciting party did not instruct such agency to target such person specificallyBrazilian Operations and Brazil NewCo, (ii) who initiates discussions with the soliciting party regarding such employment on his or her own initiative as of and without direct solicitation by the soliciting party or its representatives or (iii) at any time after the date of such person’s termination of employment or services by a member of the Manitex Group without causeBRT Date.
Appears in 2 contracts
Samples: Transaction Agreement (Smart Modular Technologies Inc), Transaction Agreement (SMART Modular Technologies (WWH), Inc.)
Non-Solicitation. (a) During the Seller agrees that, for a period commencing on Effective Time the Closing Date and concluding ending on the one-year anniversary thereofdate that is 18 months after the Closing Date, Manitex agrees that neither it nor any member of the Manitex Group shallSeller shall not, without ASV’s prior written consentand shall cause its Subsidiaries not to, directly or indirectly (including through a representative of a member of the Manitex Group) solicit for employment or to provide services (whether as a director, officer, employee, consultant or temporary employeehire any Company Employee listed on Section 5.06(a) any person who is at such time, or who at any time during of the three-month period prior to such time had been, employed by or providing services to ASV (whether as a director, officer, employee, consultant or temporary employee), except Seller Disclosure Schedule; provided that this Section 5.06(a) shall not preclude Manitex prohibit Seller or any other person of its Subsidiaries from entering into discussions with or soliciting any person (i) who responds to any public conducting a general solicitation or advertisement or general solicitationthat is not specifically directed at Company Employees; provided that the soliciting party did not instruct such agency to target such person specifically, (ii) soliciting for employment or hiring any individuals who initiates discussions with have not been employed or engaged by a Company Group member for a period of six months prior to the soliciting party regarding date such employment on his or her own initiative and without direct solicitation by the soliciting party or its representatives, individuals were first solicited for employment; or (iii) at any time after the date of such person’s termination of soliciting for employment or services hiring any individuals whose employment or engagement with the applicable Company Group member is terminated by ASV without causesuch Company Group member.
(b) During the Buyer agrees that, for a period commencing on the Effective Time Closing Date and concluding ending on the one-year anniversary thereofdate that is 18 months after the Closing Date, ASV agrees that it Buyer shall not, without Manitex’s prior written consent, directly or indirectly and shall cause its Subsidiaries (including through a representative ASVthe Company Group members after the Closing) not to, solicit for employment or to provide services (whether as a director, officer, employee, consultant hire any employee of Seller or temporary employeeits Affiliates listed on Section 5.06(b) any person who is at such time, or who at any time during the three-month period prior to such time had been, employed by or providing services to a member of the Manitex Group, except Seller Disclosure Schedule; provided that this Section 5.06(b) shall not preclude ASV prohibit Buyer or any other person of its Subsidiaries from entering into discussions with or soliciting any person (i) who responds to any public conducting a general solicitation or advertisement or general solicitationthat is not specifically directed at employees of Seller and its Affiliates; provided that the soliciting party did not instruct such agency to target such person specifically, (ii) soliciting for employment or hiring any individuals who initiates discussions with the soliciting party regarding such employment on his have not been employed or her own initiative and without direct solicitation engaged by the soliciting party Seller or its representatives Affiliates for a period of six months prior to the date such individuals were first solicited for employment; or (iii) at soliciting for employment or hiring any time individuals whose employment or engagement with Seller or its Affiliates is terminated by Person.
(c) The undertakings in Section 5.06(a) are given to Buyer and to each of its Affiliates and the undertakings in Section 5.06(b) are given to Seller and each of its Affiliates. Seller and Buyer each acknowledge that such undertakings are entirely independent restrictions and are no greater than is reasonably necessary to protect the interests of Buyer and its Affiliates, on the one hand, and of Seller and its Affiliates, on the other hand. If the final judgment of a court of competent jurisdiction declares that any term or provision of Section 5.06(a) or Section 5.06(b) is invalid or unenforceable, the Parties agree that such court making the determination of invalidity or unenforceability will have the power to reduce the scope, duration or area of the term or provision, to delete specific words or phrases or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement will be enforceable as so modified after the date of such person’s termination of employment or services by a member expiration of the Manitex Group without causetime within which the judgment may be appealed.
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (Fortress Transportation & Infrastructure Investors LLC), Membership Interest Purchase Agreement (United States Steel Corp)
Non-Solicitation. (a) During the period commencing on Effective Time and concluding on the one-year anniversary thereofExcept as set forth in Section 5.5, Manitex Buyer agrees that neither for a period of twelve (12) months from and after the Closing Date it nor shall not, and it shall cause its subsidiaries not to (and shall not encourage or assist any member of the Manitex Group shallits affiliates to), without ASV’s the prior written consentconsent of Seller, directly or indirectly indirectly, solicit to hire (including through a representative or cause or seek to cause to leave the employ of a member Seller or any of the Manitex Groupits Subsidiaries) solicit for employment or to provide services (whether as a director, officer, employee, consultant or temporary employeei) any person Product Employee or (ii) any Person employed by Seller or any of its Subsidiaries who is at became known to or was identified to Buyer or any of its affiliates in connection with the transactions contemplated by this Agreement prior to the Closing, unless such time, Person ceased to be an employee of Seller or who at any time during the three-month period of its Subsidiaries prior to such time had been, employed action by or providing services to ASV (whether as a director, officer, employee, consultant or temporary employee), except that this Section shall not preclude Manitex Buyer or any other person from entering into discussions with or soliciting any person (i) who responds to any public advertisement or general solicitation; provided that of its subsidiaries, or, in the soliciting party did not instruct such agency to target such person specifically, (ii) who initiates discussions with the soliciting party regarding such employment on his or her own initiative and without direct solicitation by the soliciting party or its representatives, or (iii) at any time after the date case of such personPerson’s voluntary termination of employment with Seller or services any of its Subsidiaries, at least three (3) months prior to such action by ASV without causeBuyer or any of its subsidiaries.
(b) During the period commencing on the Effective Time and concluding on the one-year anniversary thereof, ASV Seller agrees that for a period of twelve (12) months from and after the Closing Date it shall not, and it shall cause each of its Subsidiaries not to (and shall not encourage or assist any of its affiliates to), without Manitex’s the prior written consentconsent of Buyer, directly or indirectly indirectly, solicit to hire (including through a representative ASVor cause or seek to cause to leave the employ of Buyer or any of its subsidiaries) solicit for employment or to provide services (whether as a director, officer, employee, consultant or temporary employeei) any person Transferred Employee or (ii) any Person employed by Buyer or any of its subsidiaries who is at became known to or was identified to Seller or any of its affiliates in connection with the transactions contemplated by this Agreement prior to the Closing, unless such time, Person ceased to be an employee of Buyer or who at any time during the three-month period of its subsidiaries prior to such time had been, employed action by or providing services to a member of the Manitex Group, except that this Section shall not preclude ASV Seller or any other person from entering into discussions with or soliciting any person (i) who responds to any public advertisement or general solicitation; provided that of its Subsidiaries, or, in the soliciting party did not instruct such agency to target such person specifically, (ii) who initiates discussions with the soliciting party regarding such employment on his or her own initiative and without direct solicitation by the soliciting party or its representatives or (iii) at any time after the date case of such personPerson’s voluntary termination of employment with Buyer or services any of its subsidiaries, at least three (3) months prior to such action by a member Seller or any of its Subsidiaries.
(c) Notwithstanding the Manitex Group without causeforegoing, the restrictions set forth in Section 5.6(a) and Section 5.6(b) shall not apply to bona fide public advertisements for employment placed by any party and not specifically targeted at the employees of any other party.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Integrated Device Technology Inc), Asset Purchase Agreement (Netlogic Microsystems Inc)
Non-Solicitation. (a) During the period commencing on Effective Time and concluding on the one-year anniversary thereof, Manitex The Executive further agrees that neither it nor any member the provisions of Section 3 of the Manitex Group shall, without ASVConfidentiality Agreement relating to non-solicitation of employees shall apply for a period of thirty-six months following the Separation Date (the “Confirmation Date”) and shall be modified and expanded (i) to include the Executive’s prior written consentagreement not to, directly or indirectly (including through a representative of a member of the Manitex Group) solicit for employment or to provide services (whether as a directorindirectly, officerinduce, employee, consultant or temporary employee) any person who is at such timesolicit, or attempt to persuade any individual who is, or at any time during the three-six month period prior to such time had beenending on the Separation Date was, employed by or providing services to ASV at a Company hotel (whether as any such individual, a director, officer, employee, consultant or temporary employee“Company Associate”), except to accept employment with a company, organization or other association at which the Executive is then employed, engaged or associated, and (ii) to require the Executive to give the Company reasonable notice (which may be given to the General Counsel or CHRO of the Company by email) in the event the Executive becomes actually aware (without an inquiry obligation) that this Section shall not preclude Manitex a Company Associate who (x) is a hotel general manager, or (y) holds the title of Vice President or above, accepts employment with a company, organization or other association at which the Executive is then employed, engaged or associated (as so modified, the “Nonsolicitation Covenant”). Executive agrees to grant to the Company a first priority, perfected security interest in all of his right, title and interest in and to all cash proceeds payable or shares of Class A Common Stock of the Company delivered upon exercise, settlement or vesting of the SARs, RSUs, or RSs (less any other person from entering into discussions shares withheld for taxes), but solely applicable with regard to the SARs, RSUs, or soliciting any person RSs which are unvested as of the Separation Date, and all proceeds received thereon (iless applicable taxes), as collateral security for the performance of his obligations under the Nonsolicitation Covenant pursuant to a security agreement (or similar agreement) who responds and related documents, including, without limitation an escrow agreement if required by the Company, to any public advertisement be executed and delivered by the Executive on or general solicitationbefore June 13, 2014; provided that (A) the soliciting party did not instruct such agency Executive shall retain the right to target such person specifically, (ii) who initiates discussions with direct the soliciting party regarding such employment on his or her own initiative and without direct solicitation by the soliciting party or its representatives, or (iii) at any time after the date disposition of such person’s termination SARs, RSUs and RSs and the investment of employment or services by ASV without cause.
cash proceeds thereon while the security arrangements are in effect, and (bB) During that any SARs, RSUs, RSs, cash settlement amounts and shares of Class A Common Stock of the period commencing Company and any proceeds thereon subject to the security arrangements shall be released to the Executive on the Effective Time and concluding on Confirmation Date if the one-year anniversary thereof, ASV agrees that it shall not, without Manitex’s prior written consent, directly or indirectly (including through a representative ASV) solicit for employment or to provide services (whether as a director, officer, employee, consultant or temporary employee) any person who is at such time, or who at any time during Executive has fulfilled his obligations under the three-month period prior to such time had been, employed by or providing services to a member of the Manitex Group, except that this Section shall not preclude ASV or any other person from entering into discussions with or soliciting any person (i) who responds to any public advertisement or general solicitation; provided that the soliciting party did not instruct such agency to target such person specifically, (ii) who initiates discussions with the soliciting party regarding such employment on his or her own initiative and without direct solicitation by the soliciting party or its representatives or (iii) at any time after the date of such person’s termination of employment or services by a member of the Manitex Group without causeNonsolicitation Covenant.
Appears in 2 contracts
Samples: Transition Agreement, Transition Agreement (Hyatt Hotels Corp)
Non-Solicitation. If the Grantee has an Employment Agreement which contains a non-solicitation provision, then the terms of such Employment Agreement shall govern the terms of this non-solicitation provision; provided, however, if the Grantee is not a party to any such Employment Agreement or such Employment Agreement does not contain a non-solicitation provision, then the Grantee agrees that during the Grantee’s employment (aincluding any applicable Notice Period), and for six (6) During the period commencing on Effective Time and concluding on the one-year anniversary months following any termination thereof, Manitex agrees that neither it nor any member of the Manitex Group shallGrantee shall not, without ASVthe Company’s prior written consent, directly or indirectly (including through a representative of a member of the Manitex Group1) solicit for employment or induce, or cause others to provide services (whether as a solicit or induce, any director, officer, employeeor employee of the Company or any Affiliate, consultant to leave the Company or temporary employeesuch Affiliate or in any way modify his relationship with the Company or such Affiliate, (2) hire or cause others to hire any person who is at such timedirector, officer, or employee of the Company or any Affiliate, (3) encourage or assist in the hiring process of any director, officer, or employee of the Company or any Affiliate, or in the modification of any such person’s relationship with the Company or such Affiliate, or cause others to participate, encourage, or assist in the hiring process of any director, officer, or employee of the Company or any Affiliate, (4) interfere in any way with the rendering of professional services by or to the Company or any Affiliate by any client, prospective client, consultant, independent contractor, or vendor, or his or its respective individual employees, or (5) solicit the trade or patronage of any client or customer or any prospective client or customer of the Company or any Affiliate (for this purpose a prospective client or customer shall only include prospective clients or customers who at any time during were actively solicited within the three-six (6) month period prior to the Grantee’s termination where the Grantee participated in or was aware of such time had been, employed by or providing services to ASV (whether as a director, officer, employee, consultant or temporary employeesolicitation), except that for purposes of engaging in any business relationship with respect to any products, services, trade secrets, or other matters in which the Company or such Affiliate is active, provides or has committed plans to provide; provided, however, if Grantee’s new employer solicits a client or customer without Grantee’s knowledge and without Grantee’s participation, then such client or customer shall not be deemed to be a client or customer or prospective client or customer for purposes of this Section shall not preclude Manitex or any other person from entering into discussions with or soliciting any person (i) who responds to any public advertisement or general solicitation; provided that the soliciting party did not instruct such agency to target such person specifically, (ii) who initiates discussions with the soliciting party regarding such employment on his or her own initiative and without direct solicitation by the soliciting party or its representatives, or (iii) at any time after the date of such person’s termination of employment or services by ASV without cause.
(b) During the period commencing on the Effective Time and concluding on the one-year anniversary thereof, ASV agrees that it shall not, without Manitex’s prior written consent, directly or indirectly (including through a representative ASV) solicit for employment or to provide services (whether as a director, officer, employee, consultant or temporary employee) any person who is at such time, or who at any time during the three-month period prior to such time had been, employed by or providing services to a member of the Manitex Group, except that this Section shall not preclude ASV or any other person from entering into discussions with or soliciting any person (i) who responds to any public advertisement or general solicitation; provided that the soliciting party did not instruct such agency to target such person specifically, (ii) who initiates discussions with the soliciting party regarding such employment on his or her own initiative and without direct solicitation by the soliciting party or its representatives or (iii) at any time after the date of such person’s termination of employment or services by a member of the Manitex Group without cause.2.3(a)(5).][FOR EMPLOYEES ONLY]
Appears in 2 contracts
Samples: Equity Award Agreement (Cowen Group, Inc.), Equity Award Agreement (Cowen Group, Inc.)
Non-Solicitation. (a) During the period commencing on Effective Time that this Agreement is in effect and concluding on for the one-three (3) year anniversary thereofperiod immediately following termination of this Agreement, Manitex agrees that neither it nor any member of the Manitex Group shall, without ASV’s prior written consent, Independent Contractor shall not directly or indirectly through another entity (including through a representative of a member of i) induce or attempt to induce any employee of, or consultant to, VMS or its subsidiaries to leave the Manitex Groupemploy of, or consultancy to, VMS or its subsidiaries, or in any way interfere with the relationship between VMS or its subsidiaries and any employee or consultant thereof, (ii) solicit for employment or to provide services (whether as a director, officer, employee, consultant or temporary employee) hire any person who is at such timewas an employee of, or who consultant to, VMS or its subsidiaries at any time during the threetwelve-month period immediately prior to the date on which such time had been, employed hiring would take place without the written consent of VMS (it being conclusively presumed by or providing services the parties so as to ASV (whether as a director, officer, employee, consultant or temporary employee), except avoid any disputes under this section that this Section shall not preclude Manitex or any other person from entering into discussions with or soliciting any person such hiring within such twelve-month period is in violation of clause (i) who responds to any public advertisement or general solicitationabove); provided that the soliciting party did not instruct such agency to target such person specifically, (ii) who initiates discussions with the soliciting party regarding such employment on his or her own initiative and without direct solicitation by the soliciting party or its representatives, or (iii) at call on, solicit or service any time after customer, referral partner, affiliate, agent, supplier, licensee, licensor, consultant, contractor or other business relation of VMS or its respective subsidiaries in order to induce or attempt to induce such person to cease doing business with VMS or its subsidiaries, or in any way interfere with the date relationship between any such customer, referral partner, affiliate, agent, supplier, licensee, licensor, consultant, contractor or other business relation and VMS or its subsidiaries (including, without limitation, making any negative statements or communications about VMS or its subsidiaries); or (iv) call on, solicit, or take away or attempt to call on, solicit, or take away any of such VMS’s customers, referral partners, affiliates, agents and vendors on whom Independent Contractor called or with whom Independent Contractor became acquainted during its contractual relationship with VMS, either on its behalf or that of other person’s termination of employment , firm, or services by ASV without causecorporation.
(b) During If, at the period commencing on time of enforcement of the Effective Time covenants contained in this section above (the “Protective Covenants”), a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and concluding on that the one-year anniversary thereofcourt shall be allowed to revise the Protective Covenants to cover the maximum duration, ASV scope and area permitted by law. Independent Contractor agrees that it shall notthe Protective Covenants are reasonable in terms of duration, without Manitexscope and area restrictions and are necessary to protect the goodwill of VMS’s prior written consent, directly businesses and agrees not to challenge the validity or indirectly (including through a representative ASV) solicit for employment or to provide services (whether as a director, officer, employee, consultant or temporary employee) any person who is at such time, or who at any time during the three-month period prior to such time had been, employed by or providing services to a member enforceability of the Manitex Group, except that this Section shall not preclude ASV or any other person from entering into discussions with or soliciting any person (i) who responds to any public advertisement or general solicitation; provided that the soliciting party did not instruct such agency to target such person specifically, (ii) who initiates discussions with the soliciting party regarding such employment on his or her own initiative and without direct solicitation by the soliciting party or its representatives or (iii) at any time after the date of such person’s termination of employment or services by a member of the Manitex Group without causeProtective Covenants.
Appears in 2 contracts
Samples: Independent Contractor Agreement, Independent Contractor Agreement
Non-Solicitation. (a) During the period commencing on Effective Time and concluding on the one-year anniversary thereof, Manitex Seller agrees that neither it nor any member for a period of one (1) year from and after the Manitex Group shallClosing Date, without ASV’s prior written consentSeller shall not, and shall cause its Affiliates (other than Affiliates that are natural persons) not to, directly or indirectly (including through a representative indirectly, solicit to hire or hire any Transferred Employee, unless such Person ceased to be an employee of a member of the Manitex Group) solicit for employment Purchaser or to provide services (whether as a director, officer, employee, consultant or temporary employee) any person who is at such time, or who at any time during the three-month period its Subsidiaries prior to such time had been, employed action by or providing services to ASV (whether as a director, officer, employee, consultant or temporary employee), except that this Section shall not preclude Manitex or any other person from entering into discussions with or soliciting any person (i) who responds to any public advertisement or general solicitation; provided that the soliciting party did not instruct such agency to target such person specifically, (ii) who initiates discussions with the soliciting party regarding such employment on his or her own initiative and without direct solicitation by the soliciting party Seller or its representativesAffiliates, or (iii) at any time after or, in the date case of such personPerson’s voluntary termination of employment with Purchaser or services by ASV without cause.
(b) During the period commencing on the Effective Time and concluding on the one-year anniversary thereofits Subsidiaries, ASV agrees that it shall not, without Manitex’s prior written consent, directly or indirectly (including through a representative ASV) solicit for employment or to provide services (whether as a director, officer, employee, consultant or temporary employee) any person who is at such time, or who at any time during the three-month period least three months prior to such time had beenaction by Seller or its Affiliates. Notwithstanding the foregoing, employed by or providing services to a member of the Manitex Group, except that restrictions set forth in this Section 5.16 prohibiting solicitation of employment shall not preclude ASV apply to bona fide general solicitations of, or advertisements for, employment placed by Seller or its Affiliates that are not specifically targeted at such Persons. In addition, neither Seller nor any of its Affiliates (other than Affiliates that are natural persons) shall directly, or indirectly through another Person, for so long as Seller shall have continuing obligations under Section 5.17 below, call on, solicit or service any customer, supplier, licensee, licensor or other business relation of Purchaser or any other person from entering into discussions of its Affiliates in order to induce or attempt to induce such Person to cease doing business with Purchaser or soliciting any person (i) who responds of its Affiliates with respect to the Business, or in any public advertisement or general solicitation; provided that the soliciting party did not instruct such agency to target such person specifically, (ii) who initiates discussions way interfere with the soliciting party regarding relationship between any such employment on his customer, supplier, licensee or her own initiative business relation with respect to the Business and without direct solicitation by Purchaser or any of its Affiliates (including making any negative statements or communications with respect to the soliciting party Business about Purchaser or any of its representatives or Affiliates). For purposes of this Section 5.16, the term Affiliate (iiiwhen used in the context of Seller) at shall not include any time Person that, after the date Closing Date, acquires control of Seller (an “Acquiring Person”) or any Subsidiary of an Acquiring Person (other than Seller and its Subsidiaries at the time of such person’s termination acquisition of employment or services control) (an “Acquiring Person Subsidiary”) that does not use information regarding the identities of Transferred Employees for purposes of taking action that would otherwise be prohibited by a member of the Manitex Group without causethis Section 5.16.
Appears in 2 contracts
Samples: Acquisition Agreement (Syniverse Technologies Inc), Acquisition Agreement (Verisign Inc/Ca)
Non-Solicitation. (a) During The Sellers’ Representative agrees that, for the period commencing on Effective Time the Closing Date and concluding expiring on the one-year third (3rd) anniversary thereof, Manitex agrees that neither it nor any other member of the Manitex Sellers’ Group shall, shall (without ASV’s prior written consent, the consent of the Purchasers’ Representative) directly or indirectly (including through a representative i) induce or encourage any Transferred Employee to leave his position of a member of employment with the Manitex GroupPurchasers’ Group or to accept any other position or employment, (ii) solicit for employment or to provide services (whether as a director, officer, employee, consultant or temporary employee) any person who is at such timesimilar arrangement any Transferred Employee, or (iii) hire or assist any other person in hiring any Transferred Employee; provided, however, that this Section 5.20(a) (Non-Solicitation) shall not apply to Transferred Employees who have not been employed by any member of the Purchasers’ Group at any time during the three-month period six (6) months prior to such time had beenthe applicable inducing, employed by encouraging, soliciting or providing services to ASV (whether as a director, officer, employee, consultant or temporary employee), except that hiring and the provisions of this Section 5.20(a) (Non-Solicitation) shall not preclude Manitex or prohibit general solicitations for employment through advertisements not specifically directed at Transferred Employees.
(b) The Purchasers’ Representative agrees that, for the period commencing on the date hereof and expiring on the third (3rd) anniversary of the Closing Date, neither it nor any other person from entering into discussions with member of the Purchasers’ Group shall (without the consent of the Sellers’ Representative) directly or soliciting any person indirectly (i) who responds induce or encourage any BBVA Employee to leave his position of employment with the Sellers’ Group or to accept any public advertisement other position or general solicitation; provided that the soliciting party did not instruct such agency to target such person specificallyemployment, (ii) who initiates discussions with the soliciting party regarding such solicit for employment on his or her own initiative and without direct solicitation by the soliciting party or its representativesany similar arrangement any BBVA Employee, or (iii) at hire or assist any time after other person in hiring any BBVA Employee; provided, however, that this Section 5.20(b) (Non-Solicitation) shall not apply to BBVA Employees who have not been employed by a member of the date of such person’s termination of employment or services by ASV without cause.
(b) During the period commencing on the Effective Time and concluding on the one-year anniversary thereof, ASV agrees that it shall not, without Manitex’s prior written consent, directly or indirectly (including through a representative ASV) solicit for employment or to provide services (whether as a director, officer, employee, consultant or temporary employee) any person who is at such time, or who Sellers’ Group at any time during the three-month period six (6) months prior to such time had beenthe applicable inducing, employed by encouraging, soliciting or providing services to a member hiring and the provisions of the Manitex Group, except that this Section 5.20(b) (Non-Solicitation) shall not preclude ASV or any other person from entering into discussions with or soliciting any person prohibit general solicitations for employment through advertisements not specifically directed at BBVA Employees.
(ic) who responds to any public advertisement or general solicitation; provided that the soliciting party did not instruct such agency to target such person specifically, For purposes of this Section 5.20 (ii) who initiates discussions with the soliciting party regarding such employment on his or her own initiative and without direct solicitation by the soliciting party or its representatives or (iii) at any time after the date of such person’s termination of employment or services by a member of the Manitex Group without cause.Non-Solicitation):
Appears in 2 contracts
Samples: Transaction Agreement (Metlife Inc), Transaction Agreement (Banco Bilbao Vizcaya Argentaria, S.A.)
Non-Solicitation. (a) During For a period of one year from the period commencing on Effective Time Closing, Sellers shall not, and concluding on the one-year anniversary thereof, Manitex agrees that neither it nor any member Sellers shall cause each of the Manitex Group shall, without ASV’s prior written consenttheir Affiliates not to, directly or indirectly perform any action, activity or course of conduct consisting of or encouraging the following: (including through a representative of a member A) soliciting or recruiting any key employees of the Manitex GroupBusiness (as continued following the Closing); or (B) solicit for soliciting or directly encouraging any key employees of the Business (as continued following the Closing) to leave the employment or to provide services (whether as of Purchaser, a director, officer, employee, consultant or temporary employee) any person who is at such timePurchased Business Company, or any of their respective Affiliates; and for a period of six months from the Closing, Sellers shall not, and Sellers shall cause each of their Affiliates not to, directly or indirectly perform any action, activity or course of conduct consisting of or encouraging the following: (X) soliciting or recruiting any employees of the Business (as continued following the Closing); or (Y) soliciting or directly encouraging any employees of the Business (as continued following the Closing) to leave the employment of Purchaser or a Purchased Business Company. For purposes hereof, a key employee of the Business (as continued following the Closing) shall include any officer or director of Purchaser, a Purchased Business Company or any of their respective Affiliates and any employee involved in the Business (as continued following the Closing) who at any time during the three-month period prior to such time had beenhas management or supervisory responsibilities, employed by including division or providing services to ASV (whether as a director, officer, employee, consultant or temporary employee), except that this Section group managers. The foregoing shall not preclude Manitex or any other person from entering into discussions with or soliciting any person prohibit (i) who responds a general solicitation to any the public advertisement of general advertising or general solicitation; provided that similar methods of solicitation by search firms not specifically directed at employees of the soliciting party did not instruct such agency to target such person specifically, Business (as continued following the Closing) or (ii) who initiates discussions with the soliciting party regarding such employment on his Sellers or her own initiative and without direct solicitation by the soliciting party or its representativesany of their Affiliates from soliciting, recruiting, or hiring any employee of the Business (iiias continued following the Closing) who has ceased to be employed or retained by Purchaser, the Purchased Company or their Affiliates (as the case may be) for at any time after the date of such person’s termination of employment or services by ASV without causeleast three months.
(b) During Notwithstanding anything contained in this Agreement to the period commencing on contrary, the Effective Time parties hereto recognize and concluding on agree that in the one-year anniversary thereof, ASV agrees that it shall not, without Manitex’s prior written consent, directly or indirectly (including through event of a representative ASV) solicit for employment or to provide services (whether as a director, officer, employee, consultant or temporary employee) any person who is at such time, or who at any time during the three-month period prior to such time had been, employed by or providing services to a member breach of the Manitex Group, except that covenants set forth in this Section 5.09 by any party, money damages would not be an adequate remedy to the injured party for such breach and, even if money damages were adequate, it would be impossible to ascertain or measure with any degree of accuracy the damages sustained by such injured party therefrom. Accordingly, if there should be a breach or threatened breach by any party of any provisions of this Section 5.09, the injured party shall not preclude ASV or any other person from entering into discussions be entitled, either with or soliciting without pursuing any person (i) who responds potential damage remedies, to any public advertisement immediately obtain an injunction prohibiting the breaching party from violating this section without showing or general solicitation; provided that the soliciting party did not instruct such agency to target such person specifically, (ii) who initiates discussions with the soliciting party regarding such employment on his or her own initiative and without direct solicitation proving actual damage sustained by the soliciting injured party. Nothing in the preceding sentence shall limit or otherwise affect any remedies that a party or its representatives or (iii) at any time after the date of such person’s termination of employment or services by a member of the Manitex Group without causemay otherwise have under applicable law.
Appears in 2 contracts
Samples: Purchase Agreement (Cooper Cameron Corp), Purchase Agreement (Dresser Inc)
Non-Solicitation. (a) During Seller Parent, the Other Sellers and Seller agree that for a period commencing on Effective Time of two (2) years from and concluding on after the one-year anniversary thereofClosing Date it shall not, Manitex agrees that neither and it nor shall cause each of their Subsidiaries not to (and shall not encourage or assist any member of the Manitex Group shallits Affiliates to), without ASV’s the prior written consentconsent of Purchaser, directly or indirectly indirectly, solicit to hire (including through a representative or cause or seek to cause to leave the employ of a member Purchaser or any of the Manitex Groupits Subsidiaries) solicit for employment or to provide services (whether as a director, officer, employee, consultant or temporary employeei) any person Transferred Employee or (ii) any other Person employed by Purchaser who is at became known to or was identified to the Seller Parent, Other Sellers or Seller or any of their Affiliates prior to the Closing in connection with the transactions contemplated by this Agreement, unless in each case such time, Person ceased to be an employee of Purchaser or who at any time during the three-month period its Subsidiaries prior to such time had beenaction by the Seller Parent, employed by Other Sellers or providing services to ASV (whether as a director, officer, employee, consultant or temporary employee), except that this Section shall not preclude Manitex Seller or any other person from entering into discussions of their Affiliates, or, in the case of such Person’s voluntary termination of employment with Purchaser or soliciting any person of its Subsidiaries, at least three (i3) who responds months prior to such action by the Seller Parent, Other Sellers or Seller or any public advertisement or general solicitationof their Affiliates. Seller Parent agrees, upon the reasonable request of Purchaser, to use its commercially reasonable efforts to cause its Affiliates to enforce their rights for the benefit of Purchaser under the non-solicitation provisions of the Semiconductor Business Purchase Agreement; provided that the soliciting party did not instruct such agency to target such person specifically, (ii) who initiates discussions all costs and expenses incurred in connection with the soliciting party regarding such employment on his or her own initiative and without direct solicitation by the soliciting party or its representatives, or (iii) at any time after the date enforcement of such person’s termination of employment or services rights shall be borne exclusively by ASV without causeSeller Parent.
(b) During the period commencing on the Effective Time and concluding on the one-year anniversary thereof, ASV Purchaser agrees that for a period of two (2) years from and after the Closing Date it shall not, and it shall cause its Subsidiaries not to (and shall not encourage or assist any of its Affiliates to), without Manitex’s the prior written consentconsent of Seller, directly or indirectly indirectly, solicit to hire (including through a representative ASV) solicit for employment or cause or seek to provide services (whether as a director, officer, employee, consultant cause to leave the employ of the Other Sellers or temporary employeeSeller or any of their Affiliates) any person who is at Person that it or they know to be employed by the Other Sellers or Seller or any of their Affiliates as of the Closing Date unless such time, Person ceased to be an employee of the Other Sellers or who at Seller or any time during the three-month period of their Affiliates prior to such time had beenaction by Purchaser or any of its Subsidiaries, employed or, in the case of such Person’s voluntary termination of employment with the Other Sellers or Seller or any of their Affiliates, at least three (3) months prior to such action by Purchaser or providing services to a member any of its Subsidiaries.
(c) Notwithstanding the Manitex Groupforegoing, except that this Section the restrictions set forth in Sections 6.10(a) and 6.10(b) shall not preclude ASV or any other person from entering into discussions with or soliciting any person apply to (i) who responds to bona fide public advertisements for employment placed by any public advertisement Party and not specifically targeted at the employees of any other Party, or general solicitation; provided that the soliciting party did not instruct such agency to target such person specifically, (ii) any employee who initiates discussions with is not a manager or an individual contributor who is engaged in the soliciting party regarding such employment on his design of Printer Products or her own initiative and without direct solicitation processes. Section 6.10(a) shall not apply to any Person who is hired by the soliciting party Other Sellers or its Seller or any of their Affiliates (A) pursuant to any existing agreement with employee representatives (such as a works council agreement) by which the Other Sellers or Seller or any of their Affiliates is bound or (iiiB) at as a result of actions required to be taken by the Other Sellers or Seller or any time after the date of such person’s termination of their Affiliates in order to comply with local employment or services by a member of the Manitex Group without causeLaws.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Avago Technologies LTD), Purchase and Sale Agreement (Marvell Technology Group LTD)
Non-Solicitation. (1) Except as expressly provided in this Article 5, the Company and its Subsidiaries shall not, directly or indirectly, through any officer, director, employee, representative (including any financial or other adviser) or agent of the Company or of any of its Subsidiaries (collectively “Representatives”), and shall not permit any such Person to:
(a) During the period commencing on Effective Time and concluding on the one-year anniversary thereofsolicit, Manitex agrees that neither it nor assist, initiate, knowingly encourage or otherwise knowingly facilitate, (including by way of furnishing or providing copies of, access to, or disclosure of, any member confidential information, properties, facilities, books or records of the Manitex Group shall, without ASV’s prior written consent, directly Company or indirectly (including through a representative of a member of the Manitex Group) solicit for employment or to provide services (whether as a director, officer, employee, consultant or temporary employeeany Subsidiary) any person who is at such timeinquiry, proposal or who at any time during the three-month period prior offer that constitutes or may reasonably be expected to such time had beenconstitute or lead to, employed by or providing services to ASV (whether as a director, officer, employee, consultant or temporary employee), except that this Section shall not preclude Manitex or any other person from entering into discussions with or soliciting any person (i) who responds to any public advertisement or general solicitation; provided that the soliciting party did not instruct such agency to target such person specifically, (ii) who initiates discussions with the soliciting party regarding such employment on his or her own initiative and without direct solicitation by the soliciting party or its representatives, or (iii) at any time after the date of such person’s termination of employment or services by ASV without cause.an Acquisition Proposal;
(b) During enter into or otherwise engage or participate in any discussions or negotiations with any Person (other than the period commencing on Purchaser or any of its affiliates) regarding any inquiry, proposal or offer that constitutes or would reasonably be expected to constitute or lead to, an Acquisition Proposal, it being acknowledged and agreed that the Effective Time Company may communicate with any Person for purposes of advising such Person of the non-solicitation restrictions in Article 5 hereof, also advising such Person, as applicable, that their Acquisition Proposal does not constitute a Superior Proposal or is not reasonably expected to constitute or lead to a Superior Proposal; or
(c) make a Change in Recommendation other than following the occurrence of a Purchaser Material Adverse Effect.
(2) The Company shall, and concluding on the one-year anniversary thereofshall cause its Subsidiaries and its Representatives to, ASV agrees that it shall notimmediately cease and terminate, without Manitex’s prior written consentand cause to be terminated, directly or indirectly (including through a representative ASV) solicit for employment or to provide services (whether as a directorany solicitation, officerencouragement, employeediscussion, consultant or temporary employee) any person who is at such timenegotiations, or who at any time during the three-month period other activities commenced on or prior to such time had beenthe date of this Agreement with any Person (other than the Purchaser) with respect to any inquiry, employed by proposal or providing services offer that constitutes, or may reasonably be expected to a member constitute or lead to, an Acquisition Proposal, and in connection therewith the Company shall:
(a) promptly discontinue access to and disclosure of all confidential information, including the Company Data Room, properties, facilities, books and records of the Manitex Group, except that this Section shall not preclude ASV Company or any other person from entering into discussions with or soliciting any person Subsidiary of the Company; and
(b) within two Business Days of the date hereof, to the extent it is permitted to do so, request, and use commercially reasonably efforts to exercise all rights it has to require (i) who responds the return or destruction of all copies of any confidential information regarding the Company or any Subsidiary provided to any public advertisement or general solicitationsuch Person other than the Purchaser; provided that the soliciting party did not instruct such agency to target such person specifically, and (ii) who initiates discussions the destruction of such material including or incorporating or otherwise reflecting such confidential information regarding the Company or any Subsidiary, to the extent that such information has not previously been returned or destroyed, using its commercially reasonable efforts to ensure that such requests are fully complied with in accordance with the soliciting terms of such rights or entitlements.
(3) The Company represents and warrants that, in the 12 months prior to the date hereof, the Company has not waived any standstill or similar agreement or restriction to which the Company or any Subsidiary is a party regarding relating to an Acquisition Proposal, and covenants and agrees that (i) the Company shall use commercially reasonable efforts to enforce each confidentiality, standstill, non-disclosure or similar agreement or restriction to which the Company or any Subsidiary is a party in connection with a potential or actual Acquisition Proposal, and (ii) neither the Company, nor any Subsidiary will, without the prior written consent of the Purchaser (which may be withheld or delayed in the Purchaser’s sole and absolute discretion), release any Person from, or waive, amend, suspend or otherwise modify such employment on his Person’s obligations respecting the Company, or her own initiative any of its Subsidiaries, under any confidentiality, standstill, non-disclosure or similar agreement or restriction to which the Company or any Subsidiary is a party in connection with a potential or actual Acquisition Proposal, it being acknowledged and without direct solicitation agreed that the automatic termination of any standstill, confidentially or non-disclosure provisions of any such agreement or restriction as a result of the entering into and announcement of this Agreement by the soliciting Company pursuant to the express terms of any such agreement or restriction, shall not be a violation of this Section 5.1 and that the Company shall not be prohibited from considering a Superior Proposal from a party or its representatives or (iii) at any time after whose obligations so terminated automatically upon the date entering into and announcement of such person’s termination of employment or services by a member of the Manitex Group without causethis Agreement.
Appears in 2 contracts
Samples: Arrangement Agreement (Cresco Labs Inc.), Arrangement Agreement (Columbia Care Inc.)
Non-Solicitation. (a) During the period commencing on Effective Time of your employment with the Company or any of its affiliates, and concluding on for a period of months after the one-year anniversary thereofcessation of your employment for any reason, Manitex agrees that neither it nor any member of the Manitex Group shallwhether with or without Cause, without ASV’s prior written consentyou will not, directly or indirectly , on your own behalf or on behalf of any other person, and whether through your own efforts or through the efforts or employing the assistance of any other person (including through a representative of a member of the Manitex Group) solicit for employment or to provide services (whether as a director, officer, employee, without limitation any consultant or temporary employee) any person who is at such time, or who at any time during the three-month period prior to such time had been, employed by or providing services to ASV (whether as a director, officer, employee, consultant associated with any person with whom you become employed or temporary employee), except that this Section shall not preclude Manitex associated):
a) call on or solicit in any manner any customer of the Company or any of its affiliates for the purpose of doing business of the type done by the Company or any of its affiliates with such customer. For purposes of this Agreement, “customer” means any individual, firm, partnership, corporation, or other person from entering into discussions with entity or soliciting any person (i) currently doing business or who responds has done business with the Company or any of its affiliates in the 12 months prior to any public advertisement the cessation of your employment, or general solicitation; provided that the soliciting party did not instruct such agency to target such person specifically, (ii) who initiates discussions any prospective customer that you know to be a prospective customer of the Company or any of its affiliates and with whom the soliciting party regarding such employment on his Company or her own initiative any of its affiliates is in discussion with and without direct reasonably expects to do business; or
b) Solicit or otherwise induce any employee of the Company or any of its affiliates to leave the employ of the Company or any of its affiliates. To the extent the terms of this Section 18 are less restrictive (from your perspective) than comparable non-solicitation restrictions agreed to by the soliciting party you pursuant to any Option agreement or its representatives, or (iii) at any time after Restricted Stock agreement dated prior to the date hereof (collectively, the “Prior Agreements”), the terms of this Section 18 shall supersede and replace the comparable non-solicitation provisions in each such person’s termination Prior Agreement. By accepting and agreeing to the terms of employment or services by ASV without cause.
(b) During the period commencing on the Effective Time and concluding on the one-year anniversary thereofthis Agreement, ASV agrees you acknowledge that it shall not, without Manitex’s prior written consent, directly or indirectly (including through a representative ASV) solicit for employment or to provide services (whether as a director, officer, employee, consultant or temporary employee) any person who is at such time, or who at any time during the three-month period prior to such time had been, employed by or providing services to a member your receipt of the Manitex Group, except that grant of the Award evidenced by this Agreement represents adequate consideration for the undertaking set forth in this Section shall not preclude ASV or any other person from entering into discussions with or soliciting any person (i) who responds to any public advertisement or general solicitation; provided that the soliciting party did not instruct such agency to target such person specifically, (ii) who initiates discussions with the soliciting party regarding such employment on his or her own initiative and without direct solicitation by the soliciting party or its representatives or (iii) at any time after the date of such person’s termination of employment or services by a member of the Manitex Group without cause18.
Appears in 2 contracts
Samples: Restricted Stock Agreement (People's United Financial, Inc.), Restricted Stock Agreement (People's United Financial, Inc.)
Non-Solicitation. (a) During the period commencing on Effective Time and concluding on the oneNon-year anniversary thereofCompete Term, Manitex agrees that neither it nor any member of the Manitex Group subject to waiver pursuant to Section 16.03(e) or Section 17.05, no Member shall, without ASV’s prior written consentand no Member shall permit its respective Subsidiaries to, directly or indirectly (including through a representative of a member of the Manitex Group) indirectly, for itself or its respective Subsidiaries and Controlled Affiliates, solicit for employment or offer to provide services (whether as a director, officer, employee, consultant or temporary employee) any person who is at such time, or who at any time during the three-month period prior to such time had been, employed by or providing services to ASV (whether as a director, officer, employee, consultant or temporary employee), except that this Section shall not preclude Manitex or any other person from entering into discussions with or soliciting any person employ (i) who responds to any public advertisement or general solicitation; provided that employee of the soliciting party did not instruct such agency to target such person specificallyCompany, (ii) who initiates discussions with any Secondee of the soliciting party regarding such employment on his Other Member or her own initiative and without direct solicitation by the soliciting party Member Group (or its representatives, any Subsidiary or Controlled Affiliate thereof) or (iii) at any time after engineer employed by the date of such person’s termination of employment Other Member or services by ASV without cause.
Member Group (bor any Subsidiary or Controlled Affiliate thereof) During the period commencing on the Effective Time and concluding on the one-year anniversary thereof, ASV agrees that it shall not, without Manitex’s prior written consent, directly or indirectly (including through a representative ASV) solicit for employment or to provide services (whether as a director, officer, employee, consultant or temporary employee) any person who is at such time, or not a Secondee and who at any time during the three-month period prior to such time had been, employed by or providing provides services to a member or in respect of the Manitex Group, except that this Section shall not preclude ASV Company under the ESA or otherwise (any other person from entering into discussions such Person [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with or soliciting any person the Securities and Exchange Commission. listed in clauses (i) who responds to any public advertisement or general solicitation; provided that the soliciting party did not instruct such agency to target such person specifically), (ii) who initiates discussions with the soliciting party regarding such employment on his or her own initiative and without direct solicitation by the soliciting party or its representatives or (iii), a “Restricted Employee”); provided, that the foregoing shall not prevent any of the Members or any of their respective Subsidiaries and Controlled Affiliates from soliciting or offering to employ any Restricted Employee (A) at any time from and after [***] of the date of such person’s termination of employment of such Restricted Employee, but only if such Member or services by a member such Subsidiary or Controlled Affiliate has not previously solicited or offered such Restricted Employee for employment in violation of the Manitex Group without causeprovisions of this Section 6.04(d) or (B) whose employment was terminated involuntarily by the Company or such Other Member or Member Group; provided, further, that the phrase “solicit for employment” shall not include general solicitations of or searches for employment not specifically directed towards any Restricted Employee, including through the use of (x) advertisement in any medium (including websites, journals, industry publications, or newspapers or other publications of general circulation), (y) electronic listings or (z) third party recruiting or search firms, in each case, not specifically directed towards any Restricted Employee.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Woodward, Inc.), Master Agreement (Woodward, Inc.)
Non-Solicitation. (a) During Service Provider agrees and undertakes to Client, for the period commencing on Effective Time term of this agreement and concluding on the one-year anniversary any renewal thereof, Manitex agrees that neither it nor and for a period of one (1) year following its termination, not to solicit, do business with or attempt to do business with, at any member of the Manitex Group shall, without ASV’s prior written consentlocation whatsoever, directly or indirectly (including through a representative of a member of and in any manner whatsoever, with Client’s client during the Manitex Group) project being conducted. Also, Service Provider shall not solicit for employment or to provide services (whether hire in any way, directly or indirectly, as a director, officer, an employee, consultant or temporary employeeany other title whatsoever, any of the employees, directors, executives or other people (hereafter collectively the “Employees” for the purposes of this article) working full or part time for Client (or Client’s client) at the time when the period of one (1) year begins or having thus worked in the twelve (12) months preceding that time, and in no way will attempt to, directly or indirectly, encourage one or other of said Employees to leave their job. For the purposes of the preceding provisions: Any member of Client’s (of Client’s client’s) personnel who agrees, during the above-mentioned period of prohibition, to work or provide any service whatsoever for monetary or other compensation to any person who is at such timebut Client (or Client’s client), in which the defaulting Service Provider might have, directly or who at indirectly, any time during the three-month period prior to such time had beeninterest, employed by or providing services to ASV (whether as a an owner, investor, shareholder, director, officeremployee or in another manner, employeewill be construed to have been solicited; Any person having retained the Client’s services in the two (2) years preceding the start of the abovementioned period of prohibition will be construed to be a client of Client; Service Provider acknowledges that any contravention on its part of this non solicitation agreement will result for it, consultant without prejudice to any other rights and remedies available to the intermediary, in the imposition of a penalty of one thousand dollars ($1,000.00) per day of violation of the performance of the obligations set forth in the provisions of articles 8.1 and 8.2 herein. Consequently, in the event of such failure confirmed by a court or temporary employee)by an arbitration board, except that this Section Service Provider shall not preclude Manitex give Client the amount of one thousand dollars ($1,000.00) per day of violation of the performance of the obligations, without prejudice to the rights and remedies, Service Provider’s fees, injunction proceedings, damages or any other person from entering into discussions with or soliciting any person (i) who responds to any public advertisement or general solicitation; provided that the soliciting party did not instruct such agency to target such person specifically, (ii) who initiates discussions with the soliciting party regarding such employment on his or her own initiative and without direct solicitation by the soliciting party or its representatives, or (iii) at any time after the date of such person’s termination of employment or services by ASV without cause.
(b) During the period commencing on the Effective Time and concluding on the one-year anniversary thereof, ASV agrees that it shall not, without Manitex’s prior written consent, directly or indirectly (including through a representative ASV) solicit for employment or to provide services (whether as a director, officer, employee, consultant or temporary employee) any person who is at such time, or who at any time during the three-month period prior remedy related to such time had been, employed by a violation or providing services to a member threat of violation. The non-solicitation clause is not mandatory but strongly recommended. It is only given here as an example. It is one of the Manitex Group, except that this Section shall not preclude ASV or any other person from entering into discussions with or soliciting any person (i) who responds to any public advertisement or general solicitation; provided that the soliciting party did not instruct such agency to target such person specifically, (ii) who initiates discussions with the soliciting party regarding such employment on his or her own initiative and without direct solicitation by the soliciting party or its representatives or (iii) at any time after the date of such person’s termination of employment or services by a member key aspects of the Manitex Group without causeagreement that should be considered to demonstrate the service provider’s integrity to the client.
Appears in 2 contracts
Samples: Service Agreement, Service Agreement
Non-Solicitation. (a) During The Seller shall not and shall cause Xxxxxx X. Xxxxxxx and his controlled Affiliates (the period commencing on Effective Time and concluding on “Restricted Parties”) not to, prior to the one-year one (1)-year anniversary thereof, Manitex agrees that neither it nor any member of the Manitex Group shallClosing Date, without ASV’s prior written consent, directly or indirectly solicit employment of employees (including through a representative of a member x) of the Manitex GroupCompany or any Company Subsidiary or (y) solicit for employment either of the Buyers or their respective Affiliates; provided, however, that the restrictions contained in this Section 6.17(a) shall not apply to provide services (whether as a directora) general solicitations not specifically directed to any employee of the Company or any Company Subsidiary or either of the Buyers or their respective Affiliates, officer, employee, consultant or temporary employeeand (b) any person solicitation of an individual who is at such time, or who at any time during the three-month period prior to such time had been, not employed by or providing services to ASV (whether as a director, officer, employee, consultant or temporary employee), except that this Section shall not preclude Manitex the Company or any other person from entering into discussions with Company Subsidiary or soliciting any person (i) who responds to any public advertisement either of the Buyers or general solicitation; provided their respective Affiliates at the time of such solicitation of that the soliciting individual and so long as such party did not instruct cause, induce or attempt to cause or induce such agency employee to target no longer be employed by such person specifically, (ii) who initiates discussions with the soliciting party regarding such employment on his or her own initiative and without direct solicitation by the soliciting party or its representatives, or (iii) at any time after the date of such person’s termination of employment or services by ASV without causeother party.
(b) During the period commencing on the Effective Time and concluding on the one-year anniversary thereof, ASV agrees that it The OpCo Buyer shall not, without Manitex’s and shall cause its controlled Affiliates not to, prior written consentto the one (1)-year anniversary of the Closing Date (or such other date as mutually agreed by the Seller and OpCo Buyer), directly solicit employment of employees of XXXX Entertainment LLC; provided, however, that the restrictions contained in this Section 6.17(b) shall not apply to (a) general solicitations not specifically directed to any employee of the Company or indirectly any Company Subsidiary or either of the Buyers or their respective Affiliates, and (including through a representative ASV) solicit for employment or to provide services (whether as a director, officer, employee, consultant or temporary employeeb) any person solicitation or hiring of an individual who is at such time, or who at any time during the three-month period prior to such time had been, not employed by the Company or providing services to a member any Company Subsidiary or either of the Manitex Group, except Buyers or their respective Affiliates at the time of such solicitation or hiring of that this Section shall not preclude ASV or any other person from entering into discussions with or soliciting any person (i) who responds to any public advertisement or general solicitation; provided that the soliciting individual and so long as such party did not instruct cause, induce or attempt to cause or induce such agency employee to target no longer be employed by such person specificallyother party. Notwithstanding anything to the contrary in this Section 6.17(b), (ii) who initiates discussions with the soliciting party regarding OpCo Buyer may solicit employment of employees of XXXX Entertainment LLC prior to the end of such period if such employment on his or her own initiative and without direct solicitation by does not commence prior to the soliciting party or its representatives or (iii) at any time after the date end of such person’s termination of employment or services by a member of the Manitex Group without causeperiod.
Appears in 2 contracts
Samples: Transaction Agreement (Penn National Gaming Inc), Transaction Agreement (Vici Properties Inc.)
Non-Solicitation. (a) During Except while acting on behalf of the Surviving Corporation or its subsidiaries in its capacity as an officer, director, employee or other agent of such Person, each Seller agrees that, for a one (1) year period commencing on Effective Time and concluding on the one-year anniversary thereofClosing Date, Manitex agrees that neither it nor such Seller shall not solicit, seek to hire or hire, whether as an employee, agent, independent contractor, manager, partner, venturer or otherwise, any member of the Manitex Group shallretained employees set forth on Exhibit D (each, without ASV’s prior a “Restricted Employee”), unless Buyer or the Surviving Corporation gives its written consent, directly or indirectly (including through a representative of a member of the Manitex Group) solicit for consent to such employment or to provide services offer of employment; provided, however, that the provisions of this subsection (whether as a director, officer, employee, consultant or temporary employeea) any person who is at such time, or who at any time during the three-month period prior to such time had been, employed by or providing services to ASV (whether as a director, officer, employee, consultant or temporary employee), except that this Section shall not preclude Manitex apply to the solicitation or any other person from entering into discussions with or soliciting any person hiring of (i) any Restricted Employee after the expiration of one hundred and eighty (180) days from the time such Restricted Employee ceases to be employed by the Company or (ii) any Restricted Employee who responds to a general solicitation that is a public solicitation of prospective employees and not directed specifically to employees of the Company or any public advertisement or general solicitation; provided that the soliciting party did not instruct such agency to target such person specifically, (ii) who initiates discussions with the soliciting party regarding such employment on his or her own initiative and without direct solicitation by the soliciting party or its representatives, or (iii) at any time after the date of such person’s termination of employment or services by ASV without causeSubsidiary.
(b) During Each Seller acknowledges that (a) the period commencing on provisions of this Section 7 are reasonable and necessary to protect the Effective Time legitimate interests of Buyer and concluding on the one-year anniversary thereofSurviving Corporation, ASV and (b) any violation of this Section 7 will result in irreparable injury to Buyer, the exact amount of which will be difficult to ascertain, and the remedies at law for any such violation would not be reasonable or adequate compensation to Buyer for such a violation. Accordingly, each Seller agrees that if it violates the provisions of this Section 7, in addition to any other remedy which may be available at law or in equity, Buyer shall notbe entitled to seek specific performance and injunctive relief in any action instituted in any court of competent jurisdiction, without Manitex’s prior written consentposting bond or other security, directly or indirectly (including through a representative ASV) solicit for employment or to provide services (whether as a director, officer, employee, consultant or temporary employee) any person who is at such time, or who at any time during the three-month period prior to such time had been, employed by or providing services to a member of the Manitex Group, except that this Section shall not preclude ASV or any other person from entering into discussions with or soliciting any person (i) who responds to any public advertisement or general solicitation; provided that the soliciting party did not instruct such agency to target such person specifically, (ii) who initiates discussions with the soliciting party regarding such employment on his or her own initiative and without direct solicitation by the soliciting party or its representatives or (iii) at any time after the date necessity of such person’s termination of employment or services by a member of the Manitex Group without causeproving actual damages.
Appears in 2 contracts
Samples: Merger Agreement (Blackhawk Network Holdings, Inc), Seller Support Agreement (Blackhawk Network Holdings, Inc)
Non-Solicitation. (a) During For a period of twelve (12) months from the period commencing on Effective Time Closing Date, HFSG shall not, and concluding on the one-year anniversary thereof, Manitex agrees that neither it nor any member of the Manitex Group shallshall cause its Affiliates not to, without ASV’s the prior written consentconsent of Buyer, directly or indirectly (including through a representative of a member indirectly, solicit for employment, employ or hire any Business Employee; provided, that HFSG and its Affiliates may solicit, employ or hire any such Person who was terminated or otherwise discharged by any of the Manitex GroupAcquired Companies or their respective Affiliates at least three (3) solicit for employment or to provide services (whether as a director, officer, employee, consultant or temporary employee) any person who is at such time, or who at any time during the three-month period months prior to the first such time had beensolicitation or employment; provided, employed by or providing services to ASV (whether as a directorfurther, officer, employee, consultant or temporary employee), except that nothing in this Section 8.08(a) shall not preclude Manitex prohibit Seller or any other person of its Affiliates from entering into discussions with employing or soliciting hiring any person (i) Person who responds to contacts Seller or any public advertisement or general solicitation; provided that the soliciting party did not instruct such agency to target such person specifically, (ii) who initiates discussions with the soliciting party regarding such employment of its Affiliates on his or her own initiative and without direct solicitation by or as a result of a general solicitation to the soliciting party public or its representatives, or (iii) general advertising not directed at any time after the date of such person’s termination of employment or services by ASV without causeBusiness Employees.
(b) During For a period of twelve (12) months from the period commencing on the Effective Time and concluding on the one-year anniversary thereofClosing Date, ASV agrees that it Buyer shall not, and shall cause its Subsidiaries (including the Acquired Companies) not to, without Manitex’s the prior written consentconsent of Seller, directly or indirectly (including through a representative ASV) indirectly, solicit for employment employment, employ or hire any employee who received severance payments under the Seller Severance Plan, any Business Employee who does not become a Transferred Employee or any individual who provides transition services pursuant to provide services the Transition Services Agreement; provided, that Buyer and its Subsidiaries may solicit, employ or hire any such individual (whether as a director, officer, employee, consultant other than any employee who received severance payments under the Seller Severance Plan or temporary employeeBusiness Employees who do not become Transferred Employees) who was terminated or otherwise discharged by Seller or any person who is of its Affiliates at such time, or who at any time during the three-month period least three (3) months prior to the first such time had beensolicitation or employment; provided, employed by or providing services to a member of the Manitex Groupfurther, except that nothing in this Section 8.08(b) shall not preclude ASV prohibit Buyer or any of its Subsidiaries from employing or hiring any Person (other person from entering into discussions with than any employees who received severance payments under the Seller Severance Plan or soliciting any person (iBusiness Employees who do not become Transferred Employees) who responds to contacts Buyer or any public advertisement or general solicitation; provided that the soliciting party did not instruct such agency to target such person specifically, (ii) who initiates discussions with the soliciting party regarding such employment of its Subsidiaries on his or her own initiative and without direct solicitation by or as a result of a general solicitation to the soliciting party public or its representatives or (iii) general advertising not directed at any time after the date of such person’s termination of employment or services by a member of the Manitex Group without causeindividuals.
Appears in 2 contracts
Samples: Stock and Asset Purchase Agreement (Hartford Financial Services Group Inc/De), Stock and Asset Purchase Agreement
Non-Solicitation. (a) During BSC shall not, and shall cause its Affiliates not to, without the period commencing on Effective Time and concluding on the one-year anniversary thereof, Manitex agrees that neither it nor any member prior written consent of the Manitex Group shallPurchaser or except as expressly provided in any Ancillary Agreement, without ASV’s prior written consentfor a period of 18 months from the applicable Employee Transfer Date, directly or indirectly (including through a representative of a member of the Manitex Group) indirectly, solicit for employment or to provide services (whether hire any Transferred Employee whose employment was transferred as a director, officer, employee, consultant or temporary employee) any person who is at of such time, or who at any time during the three-month period prior to such time had been, employed by or providing services to ASV (whether as a director, officer, employee, consultant or temporary employee), except Employee Transfer Date; provided that this Section shall not preclude Manitex or any other person from entering into discussions with or soliciting any person (i) who responds to BSC and its Affiliates are not prohibited from employing any public advertisement or general solicitation; provided that the soliciting party did not instruct such agency to target such person specifically, (ii) who initiates discussions with the soliciting party regarding contacts BSC or any such employment Affiliate on his or her own initiative and without any direct or indirect solicitation by BSC or such Affiliate, and (ii) the soliciting party or its representatives, or (iii) at any time after the date of such person’s termination term “solicit for employment” shall not be deemed to include general solicitations of employment or services by ASV without causenot specifically directed toward any such Person.
(b) During the period commencing on the Effective Time and concluding on the one-year anniversary thereof, ASV agrees that it The Purchaser shall not, and shall cause its Affiliates not to, without Manitex’s the prior written consentconsent of BSC or except as expressly provided in any Ancillary Agreement, for a period of (x) except as otherwise provided in clause (y) below, 18 months from the Closing Date in the case of clause (I) below and 12 months from the Closing Date in the case of clause (II) below, directly or indirectly (including through a representative ASV) indirectly, solicit for employment or to provide services (whether as a director, officer, employee, consultant or temporary employee) hire any person individual who is at such time, employed by BSC or who any of its Affiliates as of the date hereof (or at any time during such period) and (I) becomes known to the three-month period Purchaser or any of its Affiliates or any officer, director, employee, agent or advisor of the Purchaser or its Affiliates as a result of the transactions contemplated by this Agreement or the Ancillary Agreements or (II) is recommended as a potential employee of the Purchaser or any of its Affiliates (who, when hired, would be classified as a Manager or above in the Purchaser’s human resources system) by any of the individuals who received a Special Retention Bonus Program Participation Notice as described in Section 6.03 of the Disclosure Schedule, to the individual with responsibility for hiring decisions on behalf of the Purchaser or any of its Affiliates or (y) 18 months from the Cork Manufacturing Transfer Date, the Fremont Manufacturing Transfer Date or the West Valley Manufacturing Transfer Date (as applicable), directly or indirectly, solicit for employment or hire any individual (other than the Transferred Employees) who (A) is employed in the Cork Facility or the Fremont manufacturing facility by BSC or any of its Affiliates as of the Cork Manufacturing Transfer Date or the Fremont Manufacturing Transfer Date, respectively, or (B) was employed in the West Valley Facility prior to such time had been, the West Valley Manufacturing Transfer Date and is employed elsewhere by BSC or providing services to a member any of its Affiliates as of the Manitex Group, except West Valley Manufacturing Transfer Date; provided that this Section shall not preclude ASV or any other person from entering into discussions with or soliciting any person (i) who responds to the Purchaser and its Affiliates are not prohibited from employing any public advertisement or general solicitation; provided that the soliciting party did not instruct such agency to target such person specifically, (ii) who initiates discussions with contacts the soliciting party regarding Purchaser or any such employment Affiliate on his or her own initiative and without any direct or indirect solicitation by the soliciting party Purchaser or its representatives such Affiliate, and (ii) the term “solicit for employment” or (iii) at “solicitation” shall not be deemed to include general solicitations of employment not specifically directed toward any time after the date of such person’s termination of employment or services by a member of the Manitex Group without cause.
Appears in 2 contracts
Samples: Sale and Purchase Agreement (Stryker Corp), Sale and Purchase Agreement (Boston Scientific Corp)
Non-Solicitation. (ai) During Each Seller shall not and each Seller shall cause its Affiliates not to, directly or indirectly, on behalf of itself or any other Person solicit or attempt to solicit during the period commencing beginning on Effective Time the date hereof and concluding ending on the thirty-month anniversary of the date hereof (the “Restricted Period”), the employment of any Transferred Employee or otherwise encourage, induce, solicit or attempt to encourage, induce or solicit any Transferred Employee to leave the employment of or engagement with Buyer or any of its Affiliates; and
(ii) Each of the parties agree that during the period beginning on the date hereof and ending on the one-year anniversary thereof, Manitex agrees that neither it nor any member of the Manitex Group shalldate hereof, without ASV’s prior written consentBuyer and each Seller (Buyer on the one hand, and each Seller, on the other hand, each an “Employer” with respect to its Restricted Employee) shall not and shall cause their respective Affiliates not to, directly or indirectly (including through a representative indirectly, on behalf of a member of the Manitex Group) solicit for employment or to provide services (whether as a director, officer, employee, consultant or temporary employee) any person who is at such time, or who at any time during the three-month period prior to such time had been, employed by or providing services to ASV (whether as a director, officer, employee, consultant or temporary employee), except that this Section shall not preclude Manitex itself or any other person from entering into discussions Person solicit or attempt to solicit, the employment of any Restricted Employee or otherwise encourage, induce, solicit or attempt to encourage, induce or solicit any Restricted Employee to leave the employment of or engagement with Buyer or soliciting any person of its Affiliates; provided, however, the foregoing restrictions in clauses (i) who responds to any public advertisement or general solicitation; provided that the soliciting party did not instruct such agency to target such person specifically, and (ii) who initiates discussions shall not apply to (A) any general advertisement or use of search firms or recruiters (or hiring as a result thereof) which is not directed at Transferred Employees or Restricted Employees or (B) the hiring of any Transferred Employee or Restricted Employee with the soliciting party regarding such employment on his or her own initiative and without direct solicitation by the soliciting party or its representatives, or (iii) at any time after the date of such person’s termination of employment or services by ASV without cause.
(b) During the period commencing on the Effective Time and concluding on the one-year anniversary thereof, ASV agrees that it shall not, without Manitex’s prior written consentconsent of Buyer or Seller as the case may be. For purposes of this Section 5.1(b)(ii), directly or indirectly (including through a representative ASV) solicit for employment or to provide services (whether as a director, officer, employee, consultant or temporary employee) the term “Restricted Employee” shall mean any person who is at such time, or who at any time employee of Employer with whom the other party had contact during the three-month period prior to such time had been, employed by or providing services to a member course of the Manitex Group, except that this Section shall not preclude ASV Marketing Agreement or any other person from entering into discussions with or soliciting any person (i) who responds to any public advertisement or general solicitation; provided that during the soliciting party did not instruct such agency to target such person specifically, (ii) who initiates discussions with the soliciting party regarding such employment on his or her own initiative and without direct solicitation by the soliciting party or its representatives or (iii) at any time after the date of such person’s termination of employment or services by a member negotiation of the Manitex Group without causetransactions contemplated in this Agreement.
Appears in 2 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Sabre Corp)
Non-Solicitation. (a) During From the period commencing Spin-Off Date until the date that is three (3) years after the Spin-Off Date, SpinCo shall not, and shall cause each of its Affiliates and its and their Representatives (to the extent acting on Effective Time and concluding on the one-year anniversary thereof, Manitex agrees that neither it nor any member of the Manitex Group shalltheir behalf) not to, without ASV’s the prior written consentconsent of Cogint, directly or indirectly indirectly, (including through a representative of a member of the Manitex Groupi) solicit for employment (or service) or employ (or engage) any current officer or non-administrative employee of the Cogint Group (the “Cogint Group Employees”) or (ii) knowingly induce or encourage any Cogint Group Employee to no longer be employed by or provide services to the Cogint Group; provided, however, that nothing in this Section 6.11(a) shall prohibit SpinCo or any of its Affiliates or Representatives from (whether as a directorA) engaging in general solicitations to the public or general advertising, officerincluding in periodicals, employeenewspapers, consultant trade publications and the Internet, not directly targeted at the Cogint Group Employees, (B) soliciting or temporary employee) employing any person who is at such timehas been terminated by a Cogint Entity, (C) employing or otherwise working with any Cogint Group Employee who at any time during the three-month period prior to such time had been, employed by or providing services to ASV (whether as a director, officer, employee, consultant or temporary employee), except that this Section shall not preclude Manitex initiates employment discussions with SpinCo or any other person from entering into discussions with or soliciting any person (i) who responds to any public advertisement or general solicitation; provided that the soliciting party did not instruct such agency to target such person specifically, (ii) who initiates discussions with the soliciting party regarding such employment of its Affiliates solely on his or her own initiative and without any direct or indirect solicitation by the soliciting party or encouragement from SpinCo or any of its representativesAffiliates, or (iiiD) soliciting or employing any person who has resigned from employment with a Cogint Entity at any time after the date of least six (6) months prior to such person’s termination of employment solicitation or services by ASV without causeemployment.
(b) During From the period commencing on Spin-Off Date until the Effective Time and concluding on date that is three (3) years after the oneSpin-year anniversary thereofOff Date, ASV agrees that it Cogint shall not, and shall cause each of its Affiliates and its and their Representatives (to the extent acting on their behalf) not to, without Manitex’s the prior written consentconsent of SpinCo, directly or indirectly indirectly, (including through a representative ASVi) solicit for employment (or service) or employ (or engage) any current officer or non-administrative employee of the SpinCo Group (the “SpinCo Group Employees”) or (ii) knowingly induce or encourage any SpinCo Group Employee to no longer be employed by or provide services to the SpinCo Group; provided, however, that nothing in this Section 6.11(b) shall prohibit Cogint or any of its Affiliates or Representatives from (whether as a directorA) engaging in general solicitations to the public or general advertising, officerincluding in periodicals, employeenewspapers, consultant trade publications and the Internet, not directly targeted at SpinCo Group Employees, (B) soliciting or temporary employee) employing any person who is at such timehas been terminated by a SpinCo Entity, (C) employing or otherwise working with any SpinCo Group Employee who at any time during the three-month period prior to such time had been, employed by or providing services to a member of the Manitex Group, except that this Section shall not preclude ASV initiates employment discussions with Cogint or any other person from entering into discussions with or soliciting any person (i) who responds to any public advertisement or general solicitation; provided that the soliciting party did not instruct such agency to target such person specifically, (ii) who initiates discussions with the soliciting party regarding such employment of its Affiliates solely on his or her own initiative and without any direct or indirect solicitation by the soliciting party or encouragement from Cogint or any of its representatives Affiliates, or (iiiD) soliciting or employing any person who has resigned from employment with a SpinCo Entity at any time after least six (6) months prior to such solicitation or employment.
(c) Cogint and SpinCo acknowledge that the date of such person’s termination of employment or services by a member covenants set forth in this Section 6.11 are reasonable in order to protect the value of the Manitex Restricted Business, its goodwill and the Cogint Group without cause.and in light of the activities and nature of the Restricted Business and the businesses of the parties hereto and their respective Affiliates and the current plans of the Restricted Business and the businesses of the parties hereto and their respective Affiliates. It is the intention of the parties that if any restriction or covenant contained in this
Appears in 2 contracts
Samples: Separation and Distribution Agreement (Cogint, Inc.), Separation and Distribution Agreement (Red Violet, Inc.)
Non-Solicitation. (a) During From the period commencing Distribution Date until the date that is two (2) years after the Distribution Date, New BBX Capital shall not, and shall cause each of its Affiliates and its and their Representatives (to the extent acting on Effective Time and concluding on the one-year anniversary thereof, Manitex agrees that neither it nor any member of the Manitex Group shalltheir behalf) not to, without ASV’s the prior written consentconsent of Parent, directly or indirectly indirectly, (including through a representative of a member of the Manitex Groupi) solicit for employment or service, or employ or engage (or refer to another Person for the purpose of such Person soliciting for employment or service, or employing or engaging) any then-current employee of the Parent Group (the “Parent Group Employees”) or (ii) knowingly induce or encourage any Parent Group Employee to no longer be employed by or provide services to the Parent Group; provided, however, that nothing in this Section 6.11(a) shall prohibit New BBX Capital or any of its Affiliates or Representatives from (whether as a directorA) engaging in general solicitations to the public or general advertising, officerincluding in periodicals, employeenewspapers, consultant trade publications and the Internet, not directly targeted at the Parent Group Employees, (B) soliciting or temporary employee) employing any person who is at such timehas been terminated by a Parent Entity, (C) employing or otherwise working with any Parent Group Employee who at any time during the three-month period prior to such time had been, employed by or providing services to ASV (whether as a director, officer, employee, consultant or temporary employee), except that this Section shall not preclude Manitex initiates employment discussions with New BBX Capital or any other person from entering into discussions with or soliciting any person (i) who responds to any public advertisement or general solicitation; provided that the soliciting party did not instruct such agency to target such person specifically, (ii) who initiates discussions with the soliciting party regarding such employment of its Affiliates solely on his or her own initiative and without any direct or indirect solicitation by the soliciting party or encouragement from New BBX Capital or any of its representativesAffiliates, or (iiiD) soliciting or employing any person who has resigned from employment with a Parent Entity at any time after the date of least six (6) months prior to such person’s termination of employment solicitation or services by ASV without causeemployment.
(b) During From the period commencing on Distribution Date until the Effective Time and concluding on date that is two (2) years after the one-year anniversary thereofDistribution Date, ASV agrees that it Parent shall not, and shall cause each of its Affiliates and its and their Representatives (to the extent acting on their behalf) not to, without Manitex’s the prior written consentconsent of New BBX Capital, directly or indirectly indirectly, (including through a representative ASVi) solicit for employment or service, or employ or engage (or refer to another Person for the purpose of such Person soliciting for employment or service, or employing or engaging) any then-current employee of the New BBX Capital Group (the “New BBX Capital Group Employees”) or (ii) knowingly induce or encourage any New BBX Capital Group Employee to no longer be employed by or provide services to the New BBX Capital Group; provided, however, that nothing in this Section 6.11(b) shall prohibit Parent or any of its Affiliates or Representatives from (whether as a directorA) engaging in general solicitations to the public or general advertising, officerincluding in periodicals, employeenewspapers, consultant trade publications and the Internet, not directly targeted at New BBX Capital Group Employees, (B) soliciting or temporary employee) employing any person who is at such timehas been terminated by a New BBX Capital Entity, (C) employing or otherwise working with any New BBX Capital Group Employee who at any time during the three-month period prior to such time had been, employed by or providing services to a member of the Manitex Group, except that this Section shall not preclude ASV initiates employment discussions with Parent or any other person from entering into discussions with or soliciting any person (i) who responds to any public advertisement or general solicitation; provided that the soliciting party did not instruct such agency to target such person specifically, (ii) who initiates discussions with the soliciting party regarding such employment of its Affiliates solely on his or her own initiative and without any direct or indirect solicitation by the soliciting party or encouragement from Parent or any of its representatives Affiliates, or (iiiD) soliciting or employing any person who has resigned from employment with a New BBX Capital Entity at any time after least six (6) months prior to such solicitation or employment.
(c) Notwithstanding the date of such person’s termination of foregoing, Sections 6.11(a) and (b) shall not restrict or prohibit the employment or services engagement of any individual who is agreed by the Parties to serve as an officer or employee of both a member of the Manitex Parent Group and a member of the New BBX Capital Group following the Spin-Off, including, without causelimitation, the individuals to serve as executive offices of both Parent and New BBX Capital following the Spin-Off as described in the Information Statement.
(d) Parent and New BBX Capital acknowledge that the covenants set forth in this Section 6.11 are reasonable in order to, among other things, protect the value of their respective businesses and goodwill. It is the intention of the Parties that if any restriction or covenant contained in this Section 6.11 is held to cover a geographic area or to be for a length of time which is not permitted by applicable Law, or in any way construed to be too broad or to any extent invalid, such restriction or covenant may be amended by a court of competent jurisdiction to interpret or reform (including by substitution, addition or deletion of words and numbers) this Section 6.11 to provide for a covenant having the maximum enforceable geographic area, time period and other provisions (not greater than those contained in this Section 6.11) that would be valid and enforceable under such Law.
Appears in 2 contracts
Samples: Separation and Distribution Agreement (BBX Capital Florida LLC), Separation and Distribution Agreement (BBX Capital Florida LLC)
Non-Solicitation. Executive shall not, during the Term and the Non-Solicitation Period (a) During the period commencing on Effective Time and concluding on the one-year anniversary thereof, Manitex agrees that neither it nor any member of the Manitex Group shall, without ASV’s prior written consentas hereinafter defined), directly or indirectly (including through a representative indirectly, either as an individual for Executive’s own account, or as an employee, agent, independent contractor or consultant of a or for any person or Legal Entity, or as an officer, director, stockholder, owner or member of any Legal Entity:
(1) call upon or solicit for the Manitex Grouppurpose of obtaining Business from any person or Legal Entity that is a customer of the Company for which the Executive had responsibility, or with which the Executive had business-related contact on behalf of the Company or a Subsidiary, or about which the Executive had access to Protected Confidential Information or Proprietary Information (a “Protected Customer”) during the two (2) year period prior to the termination date of the Executive's employment;
(2) divert or take away from the Company or a Subsidiary any existing Business between the Company or a Subsidiary, and a Protected Customer;
(3) call upon or solicit for the purpose of obtaining Business from any person or Legal Entity that directly or indirectly referred Business to the Company or a Subsidiary, or with which the Executive had business-related contact, or about which the Executive had access to Proprietary Information (a “Protected Referral Source”), during the two (2) year period prior to the termination of Executive’s employment;
(4) divert or take away from the Company or a Subsidiary any existing Business between the Company or a Subsidiary, and a Protected Referral Source;
(5) solicit or induce any Protected Customer or Protected Referral Source to terminate or not renew or continue any Business with the Company or any Subsidiary, or to terminate or not renew or continue any contractual relationship with the Company or any Subsidiary;
(6) solicit for employment hire, or to provide services (whether as a director, officer, employee, consultant assist or temporary employee) cause any person who or Legal Entity with which Executive is at such timeaffiliated or associated in soliciting for hire, any person employed by the Company or a Subsidiary on the termination date of the Executive’s employment, with whom the Executive had responsibility, or who at with whom the Executive had business-related contact, or about whom the Executive had Proprietary Information (a “Protected Employee”);
(7) solicit or induce any time during the three-month period prior Protected Employee to such time had been, employed by or providing services to ASV (whether as a director, officer, employee, consultant or temporary employee), except that this Section shall not preclude Manitex or any other person from entering into discussions with or soliciting any person (i) who responds to any public advertisement or general solicitation; provided that the soliciting party did not instruct such agency to target such person specifically, (ii) who initiates discussions with the soliciting party regarding such employment on terminate his or her own initiative and without direct solicitation by employment with the soliciting party Company or its representativesany Subsidiary; or
(8) attempt to do, or (iii) at conspire with or aid and abet others in doing or attempting to do, any time after the date of such person’s termination of employment or services by ASV without cause.
(b) During the period commencing on the Effective Time and concluding on the one-year anniversary thereof, ASV agrees that it shall not, without Manitex’s prior written consent, directly or indirectly (including through a representative ASV) solicit for employment or to provide services (whether as a director, officer, employee, consultant or temporary employee) any person who is at such time, or who at any time during the three-month period prior to such time had been, employed by or providing services to a member of the Manitex Group, except that this Section shall not preclude ASV or any other person from entering into discussions with or soliciting any person (i) who responds to any public advertisement or general solicitation; provided that the soliciting party did not instruct such agency to target such person specifically, (ii) who initiates discussions with the soliciting party regarding such employment on his or her own initiative and without direct solicitation by the soliciting party or its representatives or (iii) at any time after the date of such person’s termination of employment or services by a member of the Manitex Group without causeforegoing.
Appears in 2 contracts
Samples: Employment Agreement (BankFinancial CORP), Employment Agreement (BankFinancial CORP)
Non-Solicitation. (a) During To preserve the period commencing on Effective Time value and concluding on goodwill of the one-year anniversary thereofbusiness of the Company being transferred to Parent as part of the Merger, Manitex Stockholder further agrees that neither it nor any member of the Manitex Group shall, without ASV’s prior written consent, directly or indirectly (including through a representative of a member of the Manitex Group) solicit for employment or to provide services (whether as a director, officer, employee, consultant or temporary employee) any person who is at such time, or who at any time during the three-month period prior to such time had been, employed by or providing services to ASV (whether as a director, officer, employee, consultant or temporary employee), except that this Section shall not preclude Manitex or any other person from entering into discussions with or soliciting any person (i) who responds to any public advertisement or general solicitation; provided that the soliciting party did not instruct such agency to target such person specifically, (ii) who initiates discussions with the soliciting party regarding such employment on his or her own initiative and without direct solicitation by the soliciting party or its representatives, or (iii) at any time after the date of such person’s termination of employment or services by ASV without cause.
(b) During the period commencing on the Effective Time Closing Date and concluding ending on the one36-year month anniversary of the Closing Date or the termination of Stockholder’s employment with Parent or Merger Sub Two or any subsidiary thereof, ASV agrees that it whichever occurs later (or, in the event any reviewing court finds thirty-six (36) months to be overbroad and unenforceable, ending on the 24-month anniversary of the Closing Date or the termination of Stockholder’s employment with Parent or Merger Sub Two or any subsidiary thereof, whichever occurs later) (or, in the event any reviewing court finds twenty-four (24) months to be overbroad and unenforceable, ending on the 12-month anniversary of the Closing Date or the termination of Stockholder’s employment with Parent or Merger Sub Two or any subsidiary thereof, whichever occurs later) (the “Non-Solicitation Period”), Stockholder shall not, without Manitex’s the prior written consentconsent of Parent, solicit, encourage, or take any other action, directly or indirectly (including through a representative ASV) solicit for employment indirectly, that is intended to induce or to provide services (whether as a director, officer, employee, consultant or temporary employee) any person who is at such timeencourage, or who at has the effect of inducing or encouraging, any time during the three-month period prior to such time had beenemployee of Merger Sub Two or Parent, employed by or providing services to a member of the Manitex Group, except that this Section shall not preclude ASV or any other person from entering into discussions with subsidiary of Merger Sub Two or soliciting any person Parent, to (i) who responds to leave his or her employment with Merger Sub Two or Parent, or any public advertisement subsidiary of Merger Sub Two or general solicitation; provided that the soliciting party did not instruct such agency to target such person specificallyParent, or any of their respective successors or assigns or (ii) who initiates discussions with engage in any activity in which Stockholder would, under the soliciting party regarding such employment on his provisions of Section 2 hereof, be prohibited from engaging. Notwithstanding the foregoing, for purposes of this Agreement, the placement of general advertisements that may be targeted to a particular geographic or her own initiative and without direct solicitation by the soliciting party technical area but that are not specifically targeted toward employees of Merger Sub Two or its representatives Parent or (iii) at any time after the date subsidiary of such person’s termination Merger Sub Two or Parent or their respective successors or assigns, shall not be deemed to be a breach of employment or services by a member of the Manitex Group without causethis Section 3.
Appears in 2 contracts
Samples: Non Competition Agreement, Non Competition Agreement (Limelight Networks, Inc.)
Non-Solicitation. (a) During the period commencing on Effective Time and concluding Commencing on the oneEffective Date and continuing for a period of two (2) years after the Termination Date (if the Company terminates your employment with or without Cause or you terminate your employment with or without Good Reason) or (ii) one (1) year after the Termination Date (if your employment terminates due to your Disability or the Term expires in accordance with this Agreement after the delivery of a Non-year anniversary thereofrenewal Notice by either party) (“Restricted Period”), Manitex agrees that neither it nor any member of the Manitex Group shall, without ASV’s prior written consentyou will not, directly or indirectly indirectly, individually or as a part of or on behalf of any other person, company, employer or other entity:
(including through a representative of a member i) hire or attempt to solicit for hire (other than on behalf of the Manitex Group) solicit for employment or to provide services (whether as a directorCompany), officer, employee, consultant or temporary employee) any person who is at such time, or who at any time during employed by the three-month period Company within six (6) months prior to such time had been, employed by or providing services to ASV action until at least six (whether as a director, officer, employee, consultant or temporary employee6) months after the person’s employment with the Company ends (“Covered Employee”), except that this Section shall not preclude Manitex or any other person from entering into discussions with or soliciting any person (i) who responds to any public advertisement or general solicitation; provided that the soliciting party did not instruct such agency to target such person specifically, or
(ii) who initiates discussions solicit, encourage or attempt to persuade any consultant, vendor, client or customer to terminate or adversely modify its existing relationship with the soliciting party regarding Company, except during the Term where you are authorized to do so and have a reasonable good faith belief that such employment on his termination or her own initiative and without direct solicitation by modification is in the soliciting party or its representatives, or (iii) at any time after best interests of the date of such person’s termination of employment or services by ASV without causeCompany.
(b) During If, during the period commencing on Restricted Period, any Covered Employee accepts employment with any person, company, employer or other entity of which you are an officer, director, employee, partner, shareholder (other than of less than 5% of the Effective Time and concluding on stock in a publicly traded company) or joint venturer, it will be presumed that the one-year anniversary thereof, ASV agrees Covered Employee was hired in violation of this provision (“Presumption”). This Presumption may be overcome by your showing by a preponderance of the evidence that it shall not, without Manitex’s prior written consent, you were not directly or indirectly involved in soliciting or encouraging the Covered Employee to leave employment with the Company.
(including through a representative ASVc) solicit for employment You agree to notify any person or entity to which you provide services (whether as a directorduring the Restricted Period of the terms of your obligations, officerif any, employee, consultant under this Section 10. The parties agree that any breach of this Section 10 will entitle the Company to an injunction without bond enforcing this Section 10 or temporary employeefor breaching Section 10(a) the Company shall be entitled to liquidated damages equal to the amount of the annual total compensation of any person who is at such time, solicited or who at any time during the three-month period prior hired in breach of Section 10(a). The parties are agreeing to such time had been, employed by or providing services liquidated damages as an option to a member of the Manitex Group, except that this Section shall not preclude ASV or any other person from entering into discussions with or soliciting any person (i) who responds to any public advertisement or general solicitation; provided actual damages in recognition that the soliciting party did not instruct Company’s employees are among its most valuable assets, but it is often difficult to prove the actual damages resulting from such agency to target such person specifically, (ii) who initiates discussions with the soliciting party regarding such employment on his or her own initiative and without direct solicitation by the soliciting party or its representatives or (iii) at any time after the date of such person’s termination of employment or services by a member of the Manitex Group without causebreach.
Appears in 2 contracts
Samples: Employment Agreement (Allied Capital Corp), Employment Agreement (Allied Capital Corp)
Non-Solicitation. (a) During From the period commencing on Effective Time Closing Date until twelve (12) months following the Closing Date and concluding on without the one-year anniversary thereofprior written consent of Buyer, Manitex Seller agrees that neither it nor any member of the Manitex Group shallwill not, without ASV’s prior written consentand will cause its Affiliates not to, directly or indirectly (including through a representative of a member of the Manitex Group) solicit for employment or to provide services (whether as a director, officer, employee, consultant hire or temporary employee) employ any person who is at such time, or who at any time during the three-month period prior to such time had been, employed by or providing services to ASV (whether as a director, officer, employee, consultant or temporary employee), except that this Section shall not preclude Manitex or any other person from entering into discussions with or soliciting any person of (i) the current employees of Buyer or its Affiliates to whom Seller or its Affiliates had been directly or indirectly introduced or otherwise had contact with as a result of its or their consideration, negotiation or consummation of the transactions contemplated by this Agreement, so long as they are employed by Buyer or its Affiliates or (ii) any employee of the Business who is a Re-Hired Employee, or induce, or attempt to induce, any employee referred to in the foregoing clauses (i) and (ii) to terminate his or her employment with, or otherwise cease his or her relationship with Buyer or its Affiliates; provided that, the foregoing restriction shall not apply to any such employee of Buyer or its Affiliates or employee of the Business who responds to any public advertisement or general solicitation; provided that solicitation employment advertising in the soliciting party did media not instruct such agency to target such person specifically, (ii) who initiates discussions with directed specifically toward the soliciting party regarding such employment on his or her own initiative and without direct solicitation by the soliciting party employees of Buyer or its representatives, Affiliates or (iii) at any time after Re-Hired Employees of the date of such person’s termination of employment or services by ASV without causeBusiness.
(b) During From the period commencing on Closing Date until twelve (12) months following the Effective Time Closing Date and concluding on without the one-year anniversary thereofprior written consent of Seller, ASV Buyer agrees that it shall will not, without Manitex’s prior written consentand will cause its Affiliates not to, directly or indirectly (including through a representative ASV) solicit for employment or to provide services (whether as a director, officer, employee, consultant hire or temporary employee) employ any person who is at such time, or who at any time during the three-month period prior to such time had been, employed by or providing services to a member of the Manitex Group, except that this Section shall not preclude ASV or any other person from entering into discussions with or soliciting any person (i) the current employees of Seller or its Affiliates to whom Buyer or its Affiliates had been directly or indirectly introduced or otherwise had contact with as a result of its or their consideration, negotiation or consummation of the transactions contemplated by this Agreement, so long as they are employed by Seller or its Affiliates or (ii) any employee of the Business who is an Excluded Employee other than in accordance with the express provisions of this Agreement, or induce, or attempt to induce, any employee referred to in the foregoing clauses (i) and (ii) to terminate his or her employment with, or otherwise cease his or her relationship with Seller or its Affiliates; provided that, the foregoing restriction shall not apply to any such employee of Seller or its Affiliates or employee of the Business who responds to any public advertisement or general solicitation; provided that solicitation employment advertising in the soliciting party did media not instruct such agency to target such person specifically, (ii) who initiates discussions with directed specifically toward the soliciting party regarding such employment on his or her own initiative and without direct solicitation by the soliciting party employees of Seller or its representatives Affiliates or (iii) at any time after the date of such person’s termination of employment or services by a member Excluded Employees of the Manitex Group without causeBusiness.
Appears in 2 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Peabody Energy Corp)
Non-Solicitation. 11.1 The Company undertakes to the Acquirer that, without the express prior written consent of the Acquirer, prior to the Effective Date it shall:
(a) During the period commencing on Effective Time not, and concluding on the one-year anniversary thereof, Manitex agrees it shall procure that neither it nor any no member of the Manitex Group Group, or any of its or their Representatives (acting in their capacity as such) shall:
(i) directly or indirectly solicit or (save to the extent that the fiduciary duties of the Company Directors are considered by them to so require, without ASV’s prior written consent, and only in response to an unsolicited approach) encourage any person other than the Acquirer to make or be involved in a Competing Proposal; or
(ii) indicate the basis on which any Competing Proposal might be made;
(b) not directly or indirectly (including through a representative save to the extent that the fiduciary duties of a the Company Directors are considered by them to so require and only in response to an unsolicited approach), and shall procure that no member of the Manitex GroupGroup and none of the Company’s Representatives (acting in their capacity as such) solicit for employment shall, from the date of this Agreement enter into any discussions or to negotiations with, or provide services (whether as a directorany information to, officer, employee, consultant or temporary employee) any person who is at considering making or being involved in a Competing Proposal;
(c) terminate any discussions or negotiations relating to a Competing Proposal in which it is currently engaged and procure that all members of the Group and the Company’s Representatives terminate any such time, discussions they are engaged in; and
(d) promptly inform the Acquirer of any Competing Proposal including the identity of the Third Party and any proposed terms disclosed to the Company or who at any time during the three-month period prior to such time had been, employed Company’s Representative by or providing services to ASV (whether as a director, officer, employee, consultant or temporary employee), except that this Section shall not preclude Manitex or any other person from entering into discussions with or soliciting any person (i) who responds to any public advertisement or general solicitation; provided Third Party in respect of a Competing Proposal.
11.2 The Company undertakes that the soliciting party did Directors will not instruct recommend any Third Party Competing Proposal unless the Competing Proposal is a considered by them in the exercise of their fiduciary duty to be a Superior Competing Proposal.
11.3 If, notwithstanding the provisions of Clauses 11.1 and 11.2 above, a Third Party makes a Competing Proposal either publicly or to the Company or the Company’s Representatives, and the Company Directors consider it to be a Superior Competing Proposal which they intend to recommend, the Company and/or the Company’s Representatives will notify the Acquirer in writing of the terms of the Superior Competing Proposal and the identity of the Third Party making such agency proposal and will procure that the Directors will not withdraw or adversely modify its recommendation of the Acquisition unless:
(a) the Acquirer notifies the Company that it is not willing to target such person specifically, (ii) who initiates discussions with revise the soliciting party regarding such employment on his or her own initiative and without direct solicitation by terms of the soliciting party or Consideration to exceed that of the Superior Competing Proposal in the view of the Company Board in the exercise of its representatives, or (iii) at any time after the date of such person’s termination of employment or services by ASV without cause.fiduciary duty; or
(b) During the period commencing on Acquirer does not, within 72 hours of being notified in writing of the Effective Time and concluding on terms of the one-year anniversary thereofSuperior Competing Proposal, ASV agrees notify the Company or the Company’s Representatives that it shall not, without Manitex’s prior written consent, directly or indirectly (including through a representative ASV) solicit for employment or to provide services (whether as a director, officer, employee, consultant or temporary employee) any person who is at such time, or who at any time during will revise the three-month period prior to such time had been, employed by or providing services to a member terms of the Manitex Group, except Consideration to exceed that this Section shall not preclude ASV or any other person from entering into discussions with or soliciting any person (i) who responds to any public advertisement or general solicitation; provided that the soliciting party did not instruct such agency to target such person specifically, (ii) who initiates discussions with the soliciting party regarding such employment on his or her own initiative and without direct solicitation by the soliciting party or its representatives or (iii) at any time after the date of such person’s termination of employment or services by a member of the Manitex Group without causeSuperior Competing Proposal in the view of the Company Board in the exercise of its fiduciary duty; or
(c) the Acquirer, having confirmed within 72 hours of being notified in writing of the terms of the Superior Competing Proposal, that it will revise the terms of the Consideration to exceed that of the Superior Competing Proposal in the view of the Company Board in the exercise of its fiduciary duty, fails within 120 hours of receipt of notice of the Superior Competing Proposal to announce the terms of its increased Consideration in respect of the Acquisition. For the avoidance of doubt, these non-solicitation and matching right provisions contained in Clauses 11.1, 11.2 and 11.3 will recur and subsist should numerous Superior Competing Proposals be made unless and until the provisions of any of this Clause 11.3(a) to 11.3(c) are met.
Appears in 2 contracts
Samples: Implementation Agreement (Atotech LTD), Implementation Agreement (MKS Instruments Inc)
Non-Solicitation. (a) During In furtherance of the consideration being paid by the Purchaser to the Seller hereunder and the Goodwill, (i) Dow agrees that, during the period commencing on Effective Time and concluding beginning on the one-year Closing Date and ending on the second anniversary thereof, Manitex agrees that neither it nor any member of the Manitex Group shallClosing Date (such period, without ASV’s prior written consentthe “Restricted Period”), Dow shall not, whether directly or indirectly (including through a representative indirectly, solicit the employment of a member any employee of the Manitex Group) solicit Business or hire any current employee (or any employee who was employed by the Business for any type of employment or to provide services (whether as a director, officer, employee, consultant or temporary employee) any person who is at such time, or who at any time during within the threesix-month period prior to the Closing) of the Business without the prior written consent of the Purchaser; provided, however, that nothing herein shall prohibit Dow from making general solicitation advertisements that are not targeted at such time had been, employed by or providing services to ASV (whether as a director, officer, employee, consultant or temporary employee), except employees and from hiring any such employee that this Section shall not preclude Manitex or any other person from entering into discussions with or soliciting any person (i) who responds to any public advertisement such general solicitation advertisements or general solicitationwhose employment has been terminated by the Xxxxxx Holdcos or the Xxxxxx Subsidiaries; provided that the soliciting party did not instruct such agency to target such person specifically, and (ii) who initiates discussions with the soliciting party regarding such Purchaser and each Xxxxxx Holdco agree that, during the Restricted Period, the Purchaser and the Xxxxxx Holdcos shall not, and shall cause each member of the Xxxxxx Group not to, whether directly or indirectly, solicit the employment on his or her own initiative and without direct solicitation by the soliciting party of any employee of Dow or its representatives, Subsidiaries or hire any current employee (iii) at or any time after the date of such person’s termination employee who was employed by for any type of employment within the six-month period prior to the Closing) of Dow or services its Subsidiaries without the prior written consent of Dow; provided, however, that nothing herein shall prohibit the Purchaser or the Xxxxxx Holdcos from making general solicitation advertisements that are not targeted at such employees and from hiring any such employee that responds to such general solicitation advertisements or whose employment has been terminated by ASV without causeDow.
(b) During The parties hereto agree that in the event a court of competent jurisdiction declares there has been a breach by either party of this Section 5.15, the term of any such term or covenant so breached shall be automatically extended for the non-breaching party for the period commencing on the Effective Time and concluding on the one-year anniversary thereof, ASV agrees that it shall not, without Manitex’s prior written consent, directly or indirectly (including through a representative ASV) solicit for employment or to provide services (whether as a director, officer, employee, consultant or temporary employee) any person who is at such time, or who at any of time during the three-month period prior to such time had been, employed by or providing services to a member of the Manitex Group, except that this Section shall not preclude ASV violation from the date on which such breach ceases or any other person from entering into discussions with or soliciting any person (i) who responds to any public advertisement or general solicitation; provided that the soliciting party did not instruct such agency to target such person specifically, (ii) who initiates discussions with the soliciting party regarding such employment on his or her own initiative and without direct solicitation by the soliciting party or its representatives or (iii) at any time after the date of such person’s termination of employment or services the entry by a member court of the Manitex Group without causecompetent jurisdiction of a final non-appealable Governmental Order enforcing such covenant, whichever is later.
Appears in 2 contracts
Samples: Sale and Purchase Agreement, Sale and Purchase Agreement (Trinseo S.A.)
Non-Solicitation. Each Seller and Founder agrees that for a period of five years following the Closing Date, he or it shall not, and he or it shall cause his or its Affiliates not to, directly or indirectly:
(a) During the period commencing on Effective Time and concluding on the one-year anniversary thereofsolicit or attempt to solicit (x) any Business Employee, Manitex agrees that neither it nor or any member of the Manitex Group shall, without ASV’s prior written consent, directly other person employed by or indirectly (including through a representative of a member of the Manitex Group) solicit for employment or to provide services (whether engaged as a director, officer, employee, consultant Contractor to the Company or temporary employee) any person who is at such time, or who of its Subsidiaries at any time during the three12 months preceding the Closing Date, or (y) any then-month period prior current employee or individual contractor, or any person who has been an employee or contractor at any time within the then- preceding twelve months (including in the case of contractors any legal Person which is controlled directly or indirectly by any such individual contractor), of Purchaser or any of Purchaser’s Affiliates (including after the Closing the Company and any Subsidiaries of the Company), to such time had beencease his or her relationship with Purchaser or any of Purchaser’s Affiliates or to become an employee, employed by contractor or providing consultant or otherwise to provide services to ASV any Person other than Purchaser and its Affiliates; or
(whether as a directorb) to the fullest extent permitted by Law, officerhire or employ (x) any Business Employee, employee, consultant or temporary employee), except that this Section shall not preclude Manitex or any other person from entering into discussions with employed by or soliciting any person (i) who responds to any public advertisement or general solicitation; provided that the soliciting party did not instruct such agency to target such person specifically, (ii) who initiates discussions with the soliciting party regarding such employment on his or her own initiative and without direct solicitation by the soliciting party or its representatives, or (iii) at any time after the date of such person’s termination of employment or services by ASV without cause.
(b) During the period commencing on the Effective Time and concluding on the one-year anniversary thereof, ASV agrees that it shall not, without Manitex’s prior written consent, directly or indirectly (including through a representative ASV) solicit for employment or to provide services (whether engaged as a director, officer, employee, consultant Contractor to the Company or temporary employee) any person who is at such time, or who of its Subsidiaries at any time during the three12 months preceding the Closing Date, or (y) any then-month period prior to current employee or individual contractor of Purchaser or any of its Affiliates or any person who has been an employee or individual contractor of Purchaser or any of its Affiliates within the then-preceding twelve months (including in the case of contractors any legal Person which is controlled directly or indirectly by any such time had beenindividual contractor); provided, employed by or providing services to a member of the Manitex Group, except that (x) nothing in this Section 7.03 shall be deemed breached by any general advertisement for potential employees that is not preclude ASV directed at Purchaser’s or any other person from entering into discussions with or soliciting any person (i) who responds to any public advertisement or general solicitation; provided that the soliciting party did not instruct such agency to target such person specificallyof its Affiliates’ employees, (iiy) who initiates discussions with each Seller and Founder shall also have the soliciting party regarding right to hire any such Person whose employment on his or her own initiative and without direct solicitation engagement has been terminated other than for cause by the soliciting party Purchaser or its representatives Affiliates and (z) each Founder may, in their individual capacities, hire or (iii) at any time after employ Xxx Xxxxxxx or Xxx Xxxxxxxx. Nothing in this Section 7.03 shall be deemed to limit or modify the date non-solicitation obligations of such person’s termination each Founder pursuant to the terms of employment or services by a member of the Manitex Group without causehis respective separate non-solicitation agreement.
Appears in 2 contracts
Samples: Stock Purchase Agreement (FriendFinder Networks Inc.), Stock Purchase Agreement (FriendFinder Networks Inc.)
Non-Solicitation. (a) During Until the period commencing on Effective Time and concluding on later of (x) the one-year anniversary thereof, Manitex agrees that neither it nor any member expiration of the Manitex Group shallStandstill Period and (y) the second (2nd) anniversary of the Closing Date, the Investor covenants and agrees that, to the fullest extent permitted by Applicable Law, the Investor shall not, and shall cause its Affiliates not to, without ASV’s the prior written consentconsent of Parent, directly or indirectly (including through a representative of a member of the Manitex Groupwhether alone or jointly with another Person), (a) hire or solicit for employment or to provide services (whether as a director, an officer, employee, employee or consultant or temporary employeeother independent contractor) any person individual who is at an employee or officer of Parent or any of its Affiliates, including the Company and its Subsidiaries, as of immediately following the Closing with a title of Vice President or more senior and, solely with respect to such timeemployees or officers of Parent or any of its Affiliates who as of immediately prior to the Closing were not employees or officers of the Company or any of its Subsidiaries, with whom the Investor has had contact or who at (or whose performance) became known to the Investor in connection with the negotiation of the transactions contemplated by the Merger Agreement or (b) otherwise knowingly encourage any time during such individual to terminate his or her employment or service to Parent or its Affiliates; provided, however, that the three-month period prior to such time had been, employed by or providing services to ASV (whether as a director, officer, employee, consultant or temporary employee), except that restrictions of this Section 3.2(a) shall not preclude Manitex or any other person from entering into discussions with or soliciting any person prohibit (i) who responds to solicitation of any public advertisement individual through any general advertisement, or general solicitation; provided that the soliciting party did any search firm, placement agency or recruiting agency engagement which, in any such case, is not instruct directed or targeted at any such agency to target such person specificallyindividual, (ii) who initiates solicitation of or hiring any individual whose employment with Parent or its applicable Affiliate terminated after the Closing and at least six (6) months prior to the commencement of employment discussions with the soliciting party regarding such employment on his or her own initiative and without direct solicitation by the soliciting party or its representatives, individual or (iii) at solicitation of or hiring any individual who has, without any encouragement from the Investor or any of its Affiliates, relocated (on a full-time after the date of such person’s termination of employment basis) or services by ASV without causeotherwise changed their permanent residence to Israel.
(b) During Until the period commencing on second (2nd) anniversary of the Effective Time Closing Date, Parent covenants and concluding on agrees that, to the one-year anniversary thereoffullest extent permitted by Applicable Law, ASV agrees that it Parent shall not, and shall cause its Affiliates not to, without Manitex’s the prior written consentconsent of the Investor, directly or indirectly (including through a representative ASVwhether alone or jointly with another Person), (a) hire or solicit for employment or to provide services (whether as a director, an officer, employee, employee or consultant or temporary employeeother independent contractor) any person individual who is at such time, an employee or officer of the Investor or any of its Affiliates as of immediately following the Closing constituting a “Forum 100” or more senior employee or officer and with whom Parent has had contact or who at any time during (or whose performance) became known to Parent in connection with the three-month period prior to such time had been, employed by or providing services to a member negotiation of the Manitex Grouptransactions contemplated by the Merger Agreement or (b) otherwise knowingly encourage any such individual to terminate his or her employment or service to the Investor or its Affiliates; provided, except however, that the restrictions of this Section 3.2(b) shall not preclude ASV or any other person from entering into discussions with or soliciting any person prohibit (i) who responds to solicitation of any public advertisement individual through any general advertisement, or general solicitation; provided that the soliciting party did any search firm, placement agency or recruiting agency engagement which, in any such case, is not instruct directed or targeted at any such agency to target such person specificallyindividual, or (ii) who initiates solicitation of or hiring any individual whose employment with the Investor or its applicable Affiliate terminated after the Closing and at least six (6) months prior to the commencement of employment discussions with the soliciting party regarding such employment on his or her own initiative and without direct solicitation by the soliciting party or its representatives individual or (iii) at solicitation of or hiring any individual who has, without any encouragement from Parent or any of its Affiliates, relocated (on a full-time after basis) or otherwise changed their permanent address to the date of such person’s termination of employment or services by a member of the Manitex Group without cause.U.S.
Appears in 2 contracts
Samples: Investor Rights Agreement (Valley National Bancorp), Merger Agreement (Valley National Bancorp)
Non-Solicitation. (a) During the period commencing on Effective Time and concluding on the one-year anniversary thereof, Manitex Agilent agrees that neither for a period of two (2) years from and after the Separation Date it nor shall not, and it shall cause each of its Affiliates not to (and shall not encourage or assist any member of the Manitex Group shallits Affiliates to), without ASV’s the prior written consentconsent of Verigy, directly or indirectly indirectly, solicit to hire (including through a representative or cause or seek to cause to leave the employ of a member Agilent or any of the Manitex Groupits Affiliates) solicit for employment or to provide services (whether as a director, officer, employee, consultant or temporary employeei) any person who is at Verigy Transferred Employee or (ii) any other Verigy Employee, unless in each case such time, Person ceased to be an employee of Verigy or who at any time during the three-month period its Affiliates prior to such time had been, employed action by or providing services to ASV (whether as a director, officer, employee, consultant or temporary employee), except that this Section shall not preclude Manitex Agilent or any other person from entering into discussions with or soliciting any person (i) who responds to any public advertisement or general solicitation; provided that of its Affiliates, or, in the soliciting party did not instruct such agency to target such person specifically, (ii) who initiates discussions with the soliciting party regarding such employment on his or her own initiative and without direct solicitation by the soliciting party or its representatives, or (iii) at any time after the date case of such person’s Person's voluntary termination of employment with Verigy or services any of its Affiliates, at least three (3) months prior to such action by ASV without causeAgilent or any of its Affiliates to the extent allowable under Applicable Local Law.
(b) During the period commencing on the Effective Time and concluding on the one-year anniversary thereof, ASV Verigy agrees that for a period of two (2) years from and after the Separation Date it shall not, and it shall cause its Affiliates not to (and shall not encourage or assist any of its Affiliates to), without Manitex’s the prior written consentconsent of Agilent, directly or indirectly indirectly, solicit to hire (including through a representative ASV) solicit for employment or cause or seek to provide services (whether as a director, officer, employee, consultant cause to leave the employ of Agilent or temporary employeeany if its Affiliates) any person who is at Agilent Employee or any Person that it or they know to be employed by Agilent or any of its Affiliates unless such time, Person ceased to be an employee of Agilent or who at any time during the three-month period such Subsidiary prior to such time had beenaction by Verigy or any of its Affiliates, employed or, in the case of such Person's voluntary termination of employment with Agilent or any of its Affiliates, at least three (3) months prior to such action by Verigy or providing services any of its Affiliates to a member of the Manitex Groupextent allowable under Applicable Local Law.
(c) Notwithstanding the foregoing, except that this Section the restrictions set forth in Sections 10.7(a) and 10.7(b) shall not preclude ASV or any other person from entering into discussions with or soliciting any person apply to (i) who responds to bona fide public advertisements for employment placed by any public advertisement Party and not specifically targeted at the employees of any other Party, or general solicitation; provided that the soliciting party did not instruct such agency to target such person specifically, (ii) any employee who initiates discussions with is not a manager or an individual contributor who is engaged in the soliciting party regarding such employment on his design of Semiconductor Test Systems or her own initiative and without direct solicitation by the soliciting party or its representatives or (iii) at any time after the date of such person’s termination of employment or services by a member of the Manitex Group without causeprocesses.
Appears in 2 contracts
Samples: Employee Matters Agreement (Verigy Ltd.), Employee Matters Agreement (Verigy Pte. Ltd.)
Non-Solicitation. (a) During the period commencing on Effective Time and concluding on the one-year anniversary thereof, Manitex agrees that neither it nor any member of the Manitex Group shall, without ASV’s prior written consent, directly or indirectly (including through a representative of a member of the Manitex Group) solicit for employment or to provide services (whether as a director, officer, employee, consultant or temporary employee) any person who is at such time, or who at any time during the three-month period prior to such time had been, employed by or providing services to ASV (whether as a director, officer, employee, consultant or temporary employee), except that this Section shall not preclude Manitex or any other person from entering into discussions with or soliciting any person (i) who responds to any public advertisement or general solicitation; provided that the soliciting party did not instruct such agency to target such person specifically, (ii) who initiates discussions with the soliciting party regarding such employment on his or her own initiative and without direct solicitation by the soliciting party or its representatives, or (iii) at any time after the date of such person’s termination of employment or services by ASV without cause.
(b) During the period commencing on the Effective Time and concluding on the one-year anniversary thereof, ASV Buyer agrees that it shall not, without Manitex’s prior written consentand shall cause its Affiliates (including the Companies on or after the Closing) not to, for a period commencing on the Effective Date and ending on the date that is twelve (12) months after the Closing Date, except as provided in the FTC Documents, solicit employment of employees of Sellers or their Affiliates (but, following the Closing, excluding the employees of the Companies) with whom Buyer had substantial contact with as a result of the transactions contemplated by this Agreement; provided, however, that the restrictions contained in this Section 8.14(a) shall not apply to (a) general solicitations not specifically directed to any employee of Sellers or their Affiliates, (b) any solicitation of employees of the Companies in connection with employment at the Companies, and (c) any solicitation or hiring of an individual who is not employed by Seller or its Affiliates at the time of such solicitation or hiring of that individual and so long as such party did not cause, induce or attempt to cause or induce such employee to no longer be employed by Sellers or their Affiliates.
(b) Buyer shall not, and shall cause its Affiliates (including the Companies on or after the Closing) not to, for a period commencing on the Effective Date and ending on the date that is twelve (12) months after the Closing Date, directly or indirectly (including through a representative ASV) indirectly, solicit for employment or to provide services in any other capacity any employee of Sellers or their Affiliates (whether as a directorbut, officerfollowing the Closing, employee, consultant or temporary employee) any person who is at such time, or who at any time during excluding the three-month period prior to such time had been, employed by or providing services to a member employees of the Manitex GroupCompanies) in the St. Louis MO-IL metropolitan statistical area (except as provided for in the FTC Documents); provided, except however, that this Section shall not preclude ASV or any other person from entering into discussions with or soliciting any person Buyer and its Affiliates may:
(i) who responds to any public advertisement or general solicitation; provided that solicit employees of the soliciting party did not instruct such agency to target such person specifically, Companies in connection with employment at the Companies;
(ii) who initiates discussions with advertise for employees in newspapers, trade publications, or other media, or engage recruiters to conduct general employee search activities, in either case not targeted specifically at employees of Sellers or their Affiliates in the soliciting party regarding such employment on his or her own initiative and without direct solicitation by the soliciting party or its representatives or St. Louis MO-IL metropolitan statistical area;
(iii) hire employees of Sellers or their Affiliates in the St. Louis MO-IL metropolitan statistical area who apply for employment with Buyer or its Affiliates, as long as such employees were not solicited by Buyer or its Affiliates in violation of this Section 8.14;
(iv) make offers of employment to or employ or hire any employee of Sellers or their Affiliates in the St. Louis MO-IL metropolitan statistical area if Sellers have notified Buyer or its Affiliates in writing that Sellers and their Affiliates do not intend to make an offer of employment to that employee, or where such an offer has been made and the employee has declined the offer, or where the employee’s employment has been terminated by Sellers or their Affiliates; or
(v) solicit or hire any former employee of Sellers or their Affiliates in the St. Louis MO-IL metropolitan statistical area who is not employed by Sellers or their Affiliates at any the time of such solicitation or hiring of such employee and so long as Buyer and its Affiliates did not cause, induce or attempt to cause or induce such employee to no longer be employed by Sellers or their Affiliates in violation of this Section 8.14.
(c) Sellers shall not, and shall cause their Affiliates not to, for a period commencing on the Effective Date and ending on the date that is (x) with respect to employees listed on Section 8.14(c) of the Company Disclosure Letter, twenty-four (24) months after the date Closing Date, or (y) for any other applicable employee, twelve (12) months after the Closing Date, directly or indirectly, solicit for employment or in any other capacity any employee of Buyer or its Affiliates or the Companies in the St. Louis MO-IL metropolitan statistical area; provided, however, that Sellers and their Affiliates may:
(i) advertise for employees in newspapers, trade publications, or other media, or engage recruiters to conduct general employee search activities, in either case not targeted specifically at employees of Buyer or its Affiliates;
(ii) hire employees of Buyer or its Affiliates who apply for employment with Sellers or their Affiliates, as long as such employees were not solicited by Sellers or their Affiliates in violation of this Section 8.14;
(iii) make offers of employment to or employ or hire any employee of Buyer or its Affiliates if Buyer has notified Sellers or their Affiliates in writing that Buyer and its Affiliates do not intend to make an offer of employment to that employee, or where such an offer has been made and the employee has declined the offer, or where the employee’s employment has been terminated by Buyer or its Affiliates; or
(iv) solicit or hire any former employee of Buyer or its Affiliates who is not employed by Buyer or its Affiliates at the time of such person’s termination solicitation or hiring of employment such employee and so long as Sellers and their Affiliates did not cause, induce or services attempt to cause or induce such employee to no longer be employed by a member Buyer or its Affiliates in violation of the Manitex Group without causethis Section 8.14.
Appears in 2 contracts
Samples: Equity Interest Purchase Agreement (PNK Entertainment, Inc.), Equity Interest Purchase Agreement (Pinnacle Entertainment Inc.)
Non-Solicitation. (a) During the period commencing on Effective Time Employee is performing services for the Employer and concluding on for a period of one (1) year following the one-year anniversary thereoftermination of the Employee’s services for the Employer for any reason other than termination without “cause”, Manitex the Employee agrees that neither it nor any member of the Manitex Group shall, without ASV’s prior written consentEmployee will not, directly or indirectly (including through a representative indirectly, for the Employee’s benefit or for the benefit of a member any other person, firm or entity, do any of the Manitex Group) solicit for employment or to provide services (whether as a director, officer, employee, consultant or temporary employee) any person who is at such time, or who at any time during the three-month period prior to such time had been, employed by or providing services to ASV (whether as a director, officer, employee, consultant or temporary employee), except that this Section shall not preclude Manitex or any other person from entering into discussions with or soliciting any person following:
(i) who responds solicit or attempt to solicit from (i) any public advertisement customer that Employee serviced or general solicitation; provided that learned of while in the soliciting party did not instruct such agency to target such person specificallyemploy of the Employer (“Customer”), or (ii) who initiates discussions with any referral sources or prospective referral sources which are actively being sought by Employer at the soliciting party regarding such employment on his or her own initiative and without direct solicitation by the soliciting party or its representativestime of Employee’s termination (a “Referral Source”), or (iii) at any time after potential customer of the date Employer which has been the subject of a known written or oral bid, offer or proposal by the Employer, or of substantial preparation with a view to making such persona bid, proposal or offer, within twelve months prior to such Employee’s termination (“Potential Customer”), business of a similar nature or related to the business of the Employer;
(ii) accept any business from, or perform any work or services for, any Customer, Referral Source or Potential Customer, which business, work or services is similar to the business of the Employer;
(iii) cause or induce or attempt to cause or induce any Customer, Referral Source or Potential Customer, licensor, supplier or vendor of the Employer to reduce or sever its affiliation with the Employer;
(iv) solicit the employment or services of, or hire or engage, or assist anyone else to hire or engage, any person who was known to be employed or engaged as a consultant by ASV without cause.or was a known employee of or consultant to the Employer upon the termination of the Employee’s services to the Employer, or within twelve months prior thereto; or
(bv) During otherwise interfere with the period commencing on business or accounts of the Effective Time and concluding on the one-year anniversary thereofEmployer. For purposes hereof, ASV agrees that it “solicitation” shall not, without Manitex’s prior written consent, include directly or indirectly (including through a representative ASV) solicit initiating any contact or communication of any kind whatsoever for employment purposes of inviting, encouraging or requesting such Customer, Referral Source, Potential Customer, licensor, supplier, vendor, employee or consultant to provide services (whether as a director, officer, employee, consultant or temporary employee) any person who is at such timematerially alter its business relationship, or who at any time during engage in business, with the three-month period prior to such time had been, employed by or providing services to a member of the Manitex Group, except that this Section shall not preclude ASV Employee or any person, firm or entity other person from entering into discussions with or soliciting any person (i) who responds to any public advertisement or general solicitation; provided that than the soliciting party did not instruct such agency to target such person specifically, (ii) who initiates discussions with the soliciting party regarding such employment on his or her own initiative and without direct solicitation by the soliciting party or its representatives or (iii) at any time after the date of such person’s termination of employment or services by a member of the Manitex Group without causeEmployer.
Appears in 2 contracts
Samples: Employment Agreement (Hanover Bancorp, Inc. /NY), Employment Agreement (Hanover Bancorp, Inc. /NY)
Non-Solicitation. (a) During Without the period commencing on Effective Time and concluding on the one-year anniversary thereofprior written consent of Purchaser, Manitex agrees that neither it Seller nor any member of the Manitex Group its Affiliates shall, without ASV’s prior written consentfor a period of two (2) years following the Closing, directly or indirectly (including through solicit to employ any person who is a representative of a member of Transferred Employee and who is employed by the Manitex Group) solicit for employment or to provide services Business (whether as an employee or independent contractor); provided that Seller and its Affiliates (i) may solicit and hire any such Transferred Employee whose employment or other relationship with Purchaser or any of its Affiliates is terminated by Purchaser or any of its Affiliates or (ii) hire such Transferred Employee who responds to a directorgeneral advertisement not targeted at employees or independent contractors of Purchaser or any of its Affiliates without any solicitation in violation of this Section 8.4. Without the prior written consent of Seller, officerneither Purchaser nor any of its Affiliates shall, employeefor a period of two (2) years following the Closing, consultant solicit to employ (i) any person who was employed by Seller or temporary employeeany of its Affiliates (whether as an employee or independent contractor) in the Business but who is not a Transferred Employee and who is employed by Seller or any of its Affiliates, (ii) any person who was employed by Seller or any of its Affiliates (whether as an employee or independent contractor) in the Business but who is not a Transferred Employee and who resigned or retired from Seller or any of its Affiliates within six (6) months prior to the Closing, (iii) any person who is at such time, or who at any time during the three-month period prior to such time had been, employed by or providing services to ASV (whether as a director, officer, employee, consultant or temporary employee), except that this Section shall not preclude Manitex Seller or any of its Affiliates in Seller’s Other Businesses or (iv) any other person from entering employee of Seller or any Affiliate of Seller with whom Purchaser came into discussions contact in connection with or soliciting any person the negotiation of this Agreement; provided that Purchaser and its Affiliates (i) may solicit and hire such person whose employment or other relationship with Seller or any of its Affiliates is terminated by Seller or any of its Affiliates or (ii) hire such person who responds to a general advertisement not targeted at employees or independent contractors of Seller or any public advertisement or general solicitation; provided that the soliciting party did not instruct such agency to target such person specifically, (ii) who initiates discussions with the soliciting party regarding such employment on his or her own initiative and of its Affiliates without direct any solicitation by the soliciting party or its representatives, or (iii) at any time after the date in violation of such person’s termination of employment or services by ASV without cause.
(b) During the period commencing on the Effective Time and concluding on the one-year anniversary thereof, ASV agrees that it shall not, without Manitex’s prior written consent, directly or indirectly (including through a representative ASV) solicit for employment or to provide services (whether as a director, officer, employee, consultant or temporary employee) any person who is at such time, or who at any time during the three-month period prior to such time had been, employed by or providing services to a member of the Manitex Group, except that this Section shall not preclude ASV or any other person from entering into discussions with or soliciting any person (i) who responds to any public advertisement or general solicitation; provided that the soliciting party did not instruct such agency to target such person specifically, (ii) who initiates discussions with the soliciting party regarding such employment on his or her own initiative and without direct solicitation by the soliciting party or its representatives or (iii) at any time after the date of such person’s termination of employment or services by a member of the Manitex Group without cause8.4.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Neophotonics Corp), Asset Purchase Agreement (Emcore Corp)
Non-Solicitation. (a) During In exchange for the Company providing the Grantee the consideration set forth herein and other confidential information, during the Grantee's employment with the Company and for a period commencing on Effective Time and concluding on of one year after the one-year anniversary thereofseparation of such employment for any reason, Manitex the Grantee hereby agrees that neither it nor any member of the Manitex Group shallnot to, without ASV’s prior written consent, either directly or indirectly (including through a representative of a member of the Manitex Group) solicit for employment or to provide services (whether as a director, officer, employee, consultant or temporary employee) any person who is at such time, or who at any time during the three-month period prior to such time had been, employed by or providing services to ASV (whether as a director, officer, employee, consultant or temporary employee), except that this Section shall not preclude Manitex or any other person from entering into discussions with or soliciting any person indirectly: (i) who responds solicit the employment of, recruit, employ, hire, cause to be employed or hired, entice away, or establish a business with any public advertisement person whom the Grantee had contact with or general solicitation; provided that job-related information about in the soliciting party did not instruct course of such agency person's employment or other relationship with the Company, or suggest to target or discuss with any such person specifically, the discontinuation of that person's status or employment with the Company; or (ii) who initiates discussions with on behalf of any person or entity engaged in the soliciting party regarding such employment on his same or her own initiative and without direct solicitation by similar business as the soliciting party or its representativesCompany, call on, service, solicit, or accept competing business from the Company's customers or prospective customers whom or which the Grantee, within the previous two (iii2) at any time after years, had or made contact with regarding the date of Company's business or had access to the Company's information or files about such person’s termination of employment customer or services by ASV without causeprospective customer.
(b) During To the period commencing extent that any provision of this Section 10 shall be determined to be invalid or unenforceable in any respect or to any extent, the provision shall not be void or rendered invalid, but instead shall be automatically amended for such lesser term, to such lesser extent, or in such other lesser degree, as will grant the Company the maximum protection and restrictions on the Effective Time Grantee's activities permitted by applicable law in such circumstances. If the Grantee violates a non-solicitation provision described above and concluding on the one-year anniversary thereofCompany brings legal action for injunctive relief, ASV agrees that it the Company shall not, without Manitex’s prior written consent, directly or indirectly (including through a representative ASV) solicit for employment or to provide services (whether as a directorresult of such breach or the time involved in obtaining the relief, officerbe deprived of the benefit of the full period of the provision(s) violated. Accordingly, employeethe provision(s) shall be deemed to be in effect for the duration specified therein, consultant computed from the date the relief is granted but not to include any period of time during which the Grantee is in violation of the provision(s).
(c) The Company's right to enforce the terms of this Section 10 shall not be affected by the existence or temporary employee) non-existence of any person who is at such timeother similar agreement for anyone else, or who by the Company's failure to fully enforce, or enforce at all, the terms of any time during the three-month period prior to other such time had been, employed by or providing services to a member agreement. The provisions of the Manitex Group, except that this Section shall 10 are in addition to and not preclude ASV in lieu of, and do not supersede, cancel or any other person from entering into discussions with or soliciting any person replace, (i) who responds to any public advertisement agreement regarding non-solicitation or general solicitation; provided that non-recruitment of customers, consultants or employees previously or subsequently signed by the soliciting party did not instruct such agency to target such person specificallyGrantee, or (ii) who initiates discussions with any provisions of an existing agreement regarding any such subjects. Likewise, this Agreement does not alter or amend the soliciting party regarding terms of any existing agreement between the Company and the Grantee concerning employment, and such employment on his agreement shall not operate to preclude the enforcement (or her own initiative cancel the terms) of this Agreement. In case of any conflict between the terms of this Agreement and without direct solicitation by the soliciting party terms of any such agreement concerning employment, the terms of that agreement shall not operate to cancel, supersede or its representatives or (iii) at any time after preclude the date of such person’s termination of employment or services by a member enforcement of the Manitex Group terms of this Agreement. The terms of any other such agreement shall be construed and enforced without causereference to this Agreement unless such agreement references this Agreement, specifically or generally.
Appears in 2 contracts
Samples: Performance Share Award Agreement (LegacyTexas Financial Group, Inc.), Performance Share Award Agreement (LegacyTexas Financial Group, Inc.)
Non-Solicitation. (a) During For a period of two (2) years following the period commencing on Effective Time Closing Date, Buyer will not, and concluding on the one-year anniversary thereofwill cause all of its Subsidiaries and its and such Subsidiaries’ respective officers and directors not to, Manitex agrees that neither it nor any member of the Manitex Group shall, without ASV’s prior written consentand shall not authorize or permit its Representatives to, directly or indirectly (including through a representative of a member indirectly, hire, retain, employ or solicit to employ or hire or retain any of the Manitex Group) solicit for employment employees of Seller and its Affiliates as of the Closing Date or to provide services (whether as a director, officer, employee, consultant or temporary employee) any person who is at such time, or who at any time during the three-twelve (12) month period prior to such time had beenending on the Closing Date; provided, employed by or providing services to ASV (whether as a directorhowever, officer, employee, consultant or temporary employee), except that this Section provision shall not preclude Manitex or any other person from entering into discussions with or soliciting any person apply to (i) who responds to any public advertisement general solicitations of employment not specifically directed towards employees of Seller and its Affiliates or general solicitation; provided that the soliciting party did not instruct such agency to target such person specifically, (ii) who initiates discussions with any such individual whose employment relationship is terminated by Seller or any of its Affiliates following the soliciting party regarding such employment on his or her own initiative and without direct solicitation by the soliciting party or its representatives, or (iii) at any time after the date of such person’s termination of employment or services by ASV without causeClosing.
(b) During Except with respect to the individuals set forth on Schedule 7.8, for a period commencing on of two (2) years following the Effective Time and concluding on the one-year anniversary thereofClosing Date, ASV agrees that it shall Seller will not, without Manitex’s prior written consentand will cause all of its Subsidiaries and its and such Subsidiaries’ respective officers and directors not to, and shall not authorize or permit its Representatives to, directly or indirectly indirectly, hire, retain, employ or solicit to employ or hire or retain any of the employees of Buyer and its Affiliates as of the Closing Date (including through a representative ASVincluding, for this purpose, the persons on the Agreed List of Employees) solicit for employment or to provide services (whether as a director, officer, employee, consultant or temporary employee) any person who is at such time, or who at any time during the three-twelve (12) month period prior to such time had beenending on the Closing Date; provided, employed by or providing services to a member of the Manitex Grouphowever, except that this Section provision shall not preclude ASV or any other person from entering into discussions with or soliciting any person apply to (i) who responds to any public advertisement general solicitations of employment not specifically directed towards employees of Buyer and its Affiliates or general solicitation; provided that the soliciting party did not instruct such agency to target such person specifically, (ii) who initiates discussions with any such individual whose employment relationship is terminated by Buyer or any of its Affiliates following the soliciting party regarding such employment on his or her own initiative and without direct solicitation by the soliciting party or its representatives or (iii) at any time after the date of such person’s termination of employment or services by a member of the Manitex Group without causeClosing.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Mindray Medical International LTD), Asset Purchase Agreement (Datascope Corp)
Non-Solicitation. During the Restricted Period, each Party shall not, and shall cause its Subsidiaries not to, directly or indirectly:
(a) During the period commencing on Effective Time and concluding on the one-year anniversary thereofsolicit, Manitex agrees that neither it nor cause, induce or attempt to solicit, cause or induce any member customer, supplier, licensee, licensor, franchisee, employee, consultant or other Person who is a business relation of the Manitex Group shallother Party or any of its Subsidiaries as of and giving effect to the Closing to (i) cease doing business with the other Party or any of its Subsidiaries, without ASV’s prior written consent, directly or indirectly (including through a representative of a member ii) to engage in business with any competitor of the Manitex Groupother Party or any of its Subsidiaries (but solely with respect to a Competing Business) or (iii) materially and adversely interfere with the relationship between any such customer, supplier, licensee, licensor, franchisee, employee, consultant or business relation of the other Party or any of its Subsidiaries; or
(b) solicit for employment or attempt to provide services solicit otherwise, endeavor to entice away from the other Party or any of its Subsidiaries, hire or retain any Person who is a director, officer, employee, full-time consultant or contractor, agent or other personnel of the other Party or any of its Subsidiaries (whether “Restricted Personnel”) as of the Closing or during the Restricted Period.
(c) Notwithstanding the foregoing, this Section 5.11 shall not prohibit either Party or its Affiliates from (i) soliciting any Restricted Personnel of the other Party through a general advertisement not targeted at such Restricted Personnel, (ii) hiring or retaining any Restricted Personnel that respond to any such general advertisement, or (iii) soliciting, hiring or retaining any Person that has not served as a director, officer, employee, consultant consultant, contract, agent or temporary employeeas other personnel of the other Party for at least six (6) any person who is at such time, or who at any time during the three-month period months prior to such time had been, employed by solicitation or providing services to ASV (whether as a director, officer, employee, consultant or temporary employee), except that this Section shall not preclude Manitex or any other person from entering into discussions with or soliciting any person (i) who responds to any public advertisement or general solicitation; provided that the soliciting party did not instruct such agency to target such person specifically, (ii) who initiates discussions with the soliciting party regarding such employment on his or her own initiative and without direct solicitation by the soliciting party or its representatives, or (iii) at any time after the date of such person’s termination of employment or services by ASV without causeemployment.
(bd) During Each Party hereby acknowledges and agrees that the restrictive period of time, geographic scope and scope of restricted activity specified herein are reasonable and necessary in view of the Transactions and the nature of the business in which each Party is engaged. Each Party acknowledges and agrees that the other would not have entered into this Agreement but for such Party’s agreements and obligations pursuant to this Section 5.11. If the scope of any stated restriction is too broad to permit enforcement of such restriction(s) to its full extent, then the Parties agree that such restriction shall be enforced and/or modified to the maximum extent permitted by law. The Parties agree that, in the event of a breach of this Section 5.11, the Restricted Period (for purposes of this Section 5.11 and only with respect to the breaching party) shall be extended with respect to the breaching party by the period commencing on the Effective Time and concluding on the one-year anniversary thereof, ASV agrees that it shall not, without Manitex’s prior written consent, directly or indirectly (including through a representative ASV) solicit for employment or to provide services (whether as a director, officer, employee, consultant or temporary employee) any person who is at such time, or who at any time during the three-month period prior to such time had been, employed by or providing services to a member of the Manitex Group, except that this Section shall not preclude ASV or any other person from entering into discussions with or soliciting any person (i) who responds to any public advertisement or general solicitation; provided that the soliciting party did not instruct such agency to target such person specifically, (ii) who initiates discussions with the soliciting party regarding such employment on his or her own initiative and without direct solicitation by the soliciting party or its representatives or (iii) at any time after the date of such person’s termination of employment or services by a member of the Manitex Group without causebreach.
Appears in 2 contracts
Samples: Stock and Asset Purchase Agreement (Terex Corp), Stock and Asset Purchase Agreement
Non-Solicitation. (a) During the period commencing on Effective Time Seller shall not, and concluding on the one-year anniversary thereof, Manitex agrees that neither it nor any member of the Manitex Group shall, without ASV’s prior written consentshall cause its Affiliates not to, directly or indirectly (including through a representative of a member indirectly, during the period from the Closing Date until the second anniversary of the Manitex Group) Closing Date, contact, approach or solicit for the purpose of offering employment to or to provide services hiring (whether as a director, officer, an employee, consultant consultant, agent, independent contractor or temporary employee) otherwise), or hire, any person who is at such time, or who at any time during the three-month period prior to such time had been, employed by Buyer (with respect to the Business) or providing services the Longhorn Entities (or their respective Affiliates or successors-in-interest to ASV the extent related to the Business) (whether as a director, officer, employee, consultant or temporary employeeother than employees whose annual base compensation is less than $75,000), except that this Section shall not preclude Manitex or any other person from entering into discussions with or soliciting any person (i) who responds to any public advertisement or general solicitation; provided that the soliciting party did not instruct such agency to target such person specifically, (ii) who initiates discussions with the soliciting party regarding such employment on his or her own initiative and without direct solicitation by the soliciting party or its representatives, or (iii) at any time after the date of such person’s termination of employment or services by ASV without cause.
(b) During the period commencing on the Effective Time and concluding on the one-year anniversary thereof, ASV agrees that it Buyer shall not, without Manitex’s prior written consentand shall cause its Affiliates not to, directly or indirectly (including through a representative ASV) indirectly, during the period from the Closing Date until the second anniversary of the Closing Date, contact, approach or solicit for the purpose of offering employment to or to provide services hiring (whether as a director, officer, an employee, consultant consultant, agent, independent contractor or temporary employee) otherwise), or hire, any person who is at such time, or who at any time during the three-month period prior to such time had been, employed by Seller (or providing services its Affiliates or successors-in-interest), in either case for a position with Buyer or any of its Affiliates related to a member the Business (other than employees whose annual base compensation is less than $75,000).
(c) Notwithstanding the foregoing, the Parties agree that the provisions of the Manitex Group, except that this Section 9.7(a) and Section 9.7(b) shall not preclude ASV or any other person from entering into discussions with or soliciting any person prohibit (i) the hiring of a person whose employment was terminated by his or her respective employer (or its Affiliates) and who responds to any public advertisement was not solicited by the other party (or general solicitation; provided that the soliciting party did not instruct such agency to target such person specificallyits Affiliates in violation of Section 9.7(a) or (b), as applicable, or (ii) who initiates discussions with the soliciting party regarding such employment on his or her own initiative and without direct solicitation by way of general advertising, including general solicitations in any local, regional or national newspapers or other publications or circulars or on internet sites or any search firm engagement which is not directed or focused on employees of Buyer, or Seller or their respective Affiliates as applicable.
(d) The Parties agree that the soliciting restraints created by the covenants in this Section 9.7 are no greater than necessary to protect the Parties’ respective legitimate interests, that damages would be an inadequate remedy and that a Person seeking to enforce this Section 9.7 shall be entitled to seek specific performance and injunctive relief as remedies for any breach hereof. Furthermore, the Parties agree that such covenants do not hinder, or otherwise cause hardship to, any party or its representatives Affiliates with respect to finding other employees or (iii) at any time after party’s or its Affiliates’ employees with respect to finding employment elsewhere. Similarly, the date Parties agree that no party’s need for the protection afforded by the covenants of such person’s termination this Section 9.7 is outweighed by either the hardship to any other party or its Affiliates or any public interest. The existence of employment any claim or services cause of action of a party against another party, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by a member party of the Manitex Group without causecovenants contained in this Section 9.7. Should any portion of the covenants in this Section 9.7 be held to be wholly or partially invalid or unenforceable because such portion is held to be overly broad or unreasonable in scope, such holding shall not invalidate or void the remainder of this Section 9.7 or this Agreement, and the portions held to be overly broad or unreasonable in scope shall be revised and reduced in scope so as to be valid and enforceable, and shall be enforced as so reformed, to the maximum extent permitted by law.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Rowan Companies Inc), Stock Purchase Agreement (Joy Global Inc)
Non-Solicitation. (a) During the period commencing on Effective Time Parent and concluding on the one-year anniversary thereof, Manitex each Seller agrees that neither from and after the date of this Agreement until eighteen (18) months after the Closing Date (the “Non-Solicitation Period”), it nor any member of the Manitex Group shallshall not, without ASV’s prior written consentand it shall cause its Subsidiaries not to, directly or indirectly indirectly, request or induce any person who is either at any time from the date of this Agreement to the Closing Date employed primarily in connection with the Business or is employed by Purchaser or any of its Subsidiaries to terminate his or her employment with the Business, Purchaser or any of its Subsidiaries (including through a representative including, after the Closing, the Purchased Companies), or hire during the Non-Solicitation Period any such employee; provided, however, that the foregoing shall not apply (i) to solicitations made by job opportunity advertisements and headhunter searches directed to the general public rather than targeting any employees of a member Purchaser or any of its Subsidiaries and, with respect to all employees other than senior management of the Manitex GroupBusiness as conducted by Purchaser and its Subsidiaries, the hiring of such employees or (ii) solicit for with respect to any employee who has been terminated by such other party prior to (or has voluntarily left his or her employment more than six months prior to) such solicitation or to provide services hiring.
(whether as a directorb) Purchaser agrees that during the Non-Solicitation Period, officerit shall not, employeeand it shall cause its Subsidiaries not to, consultant directly or temporary employee) indirectly, request or induce any person who is at such timeany time from the date of this Agreement to the Closing Date employed in the Excluded Businesses (other than with respect to the employees being transferred with the Business pursuant to the terms of this Agreement) to terminate his or her employment with the Excluded Businesses, or who at any time hire during the threeNon-month period prior to Solicitation Period any such time had beenemployee; provided, employed by or providing services to ASV (whether as a directorhowever, officer, employee, consultant or temporary employee), except that this Section the foregoing shall not preclude Manitex or any other person from entering into discussions with or soliciting any person apply (i) who responds to solicitations made by job opportunity advertisements and headhunter searches directed to the general public rather than targeting any public advertisement employees of Parent, Sellers or general solicitation; provided that any of their respective Subsidiaries and, with respect to all employees other than senior management of the soliciting party did not instruct Excluded Businesses, the hiring of such agency to target such person specifically, employees or (ii) with respect to any employee who initiates discussions with the soliciting has been terminated by such other party regarding such employment on prior to (or has voluntarily left his or her own initiative and without direct employment more than six months prior to) such solicitation by the soliciting party or its representatives, or (iii) at any time after the date of such person’s termination of employment or services by ASV without causehiring.
(b) During the period commencing on the Effective Time and concluding on the one-year anniversary thereof, ASV agrees that it shall not, without Manitex’s prior written consent, directly or indirectly (including through a representative ASV) solicit for employment or to provide services (whether as a director, officer, employee, consultant or temporary employee) any person who is at such time, or who at any time during the three-month period prior to such time had been, employed by or providing services to a member of the Manitex Group, except that this Section shall not preclude ASV or any other person from entering into discussions with or soliciting any person (i) who responds to any public advertisement or general solicitation; provided that the soliciting party did not instruct such agency to target such person specifically, (ii) who initiates discussions with the soliciting party regarding such employment on his or her own initiative and without direct solicitation by the soliciting party or its representatives or (iii) at any time after the date of such person’s termination of employment or services by a member of the Manitex Group without cause.
Appears in 2 contracts
Samples: Purchase Agreement (Tyco International LTD /Ber/), Purchase Agreement (Aecom Technology Corp)
Non-Solicitation. (a) During Purchaser hereby covenants and agrees, during the period commencing on Effective Time and concluding beginning on the date hereof and ending on the second (2nd) anniversary of the Closing Date (the “Purchaser Non Solicitation Period”), not directly or indirectly to (A) induce or attempt to induce any officer, employee, representative or agent of Matrix or any Subsidiary of Matrix (collectively, the “Restricted Entities”) to leave the employ of such Restricted Entity, or (B) hire, within twelve months following the date of termination of such person’s employment with such Restricted Entity, any person who was an employee of any Restricted Entity (x) at any time during the year prior to the date hereof or (y) during the Purchaser Non Solicitation Period, or (C) in any other way interfere with the relationship between any Restricted Entity and any employee thereof. Notwithstanding the foregoing, nothing in this Agreement will prevent Purchaser from (x) hiring any Person who was employed at any time by any Restricted Entity and whose employment was terminated by such Restricted Entity following the Closing or (y) hiring any employee of a Restricted Entity who makes an unsolicited approach to Purchaser seeking employment in response to the general advertisement or other public announcement of a job opening.
(b) Sellers and Purchaser agree, for a period of five (5) years from the Closing Date, not to, directly or indirectly, make any statement or other communication (whether written or oral) that impugns or attacks the reputation or character of Purchaser, any Seller or Restricted Entity, or damages the goodwill of Purchaser, any Seller or any Restricted Entity.
(c) Each Seller other than Matrix hereby covenants and agrees, for the respective period of time from and after the Closing Date set forth opposite such Seller’s name on Exhibit 6.7(c) hereto, not to, and to cause its Subsidiaries not to, establish a business or employ Persons with the intent of competing with the provision of: (i) managed account platform technology, including back office systems to support the administration of an investment advisor’s managed account business or (ii) advisory and administrative services to investment advisors and their clients as part of a managed account platform technology, in the case of either of the preceding clauses (i) or (ii), anywhere within the United States (a “Competing Business”). Subject to any exceptions set forth by the separate written agreement of Matrix and Purchaser, Matrix hereby covenants and agrees, for a period of three (3) years from the Closing Date, not to, and to cause its Subsidiaries not to, establish a business or employ Persons with the intent of competing with the development, marketing, selling or provision of one or more products or services (individually or as a bundle) consisting of (i) investment products research and/or due diligence, (ii) desktop asset management application, (iii) performance reporting, and (iv) any investment advisory services to the wealth management industry, other than in each of the preceding clauses (i)-(iv) as relates to the corporate, not-for-profit, employee force-out, or governmental retirement plan markets (a “Matrix Competing Business”); provided, however, that this provision shall not prohibit Matrix from: (i) acquiring a company or business that is an Affiliate of a Matrix Competing Business, if such Matrix Competing Business comprises one-year anniversary thereof, Manitex agrees that neither it nor any member quarter or less of the Manitex Group shalltotal revenues of such company or business; or (ii) continuing to conduct the businesses in which Matrix and its subsidiaries (other than Prima) are engaged in as of the date of this Agreement, including without ASVlimitation the continued development, marketing and provision of the RetireTool(k)it suite of products. For these purposes, ownership of securities of five percent (5%) or less of any class of securities of a company engaged in a Competing Business or Matrix Competing Business, as applicable, shall not be considered to be a Competing Business or Matrix Competing Business, for purposes of this Section 6.7(c). Furthermore, Matrix and Broadridge (pursuant to its separate joinder to this Agreement) each hereby covenants and agrees, for a period of three (3) years from the Closing Date, not to, and to cause each of its respective Subsidiaries not to, induce or attempt to induce any client of Company or Company Subsidiary set forth on Exhibit 6.7(c)-2 to cease doing business with Company or Company Subsidiary as set forth opposite such client’s prior written consentname on such Exhibit, or in any way divert or attempt to divert the provision of such services to any such client away from Company or Company Subsidiary.
(d) Each Seller hereby covenants and agrees, for a period of two (2) years from the Closing Date (“Sellers Non Solicitation Period”), not to, and to cause its Subsidiaries not to, directly or indirectly (including through a representative of a member A) induce or attempt to induce any individual employed by Company or Company Subsidiary as of the Manitex GroupClosing Date or (B) solicit for hire, within twelve months following the date of termination of such person’s employment with Company, Company Subsidiary, Purchaser or to provide services (whether as a directorany of Purchaser’s Affiliates, officer, employee, consultant or temporary employee) any person who is at such timewas an employee of Company, Company Subsidiary, Purchaser or who any of Purchaser’s Affiliates (x) at any time during the three-month period year prior to such the date hereof or (y) during the Sellers Non Solicitation Period. Notwithstanding the foregoing, nothing in this Agreement will prevent any Seller from (x) hiring any Person who was employed at any time had beenby Company, employed by or providing services to ASV (whether as a directorCompany Subsidiary, officer, employee, consultant or temporary employee), except that this Section shall not preclude Manitex Purchaser or any of Purchaser’s Affiliates and whose employment was terminated by such employing Person following the Closing or (y) hiring any employee of any such employing Person who makes an unsolicited approach to such Seller seeking employment in response to the general advertisement or other person from entering into discussions with or soliciting any person public announcement of a job opening.
(e) Purchaser agrees that (i) who responds to any public advertisement or general solicitation; provided that the soliciting party did not instruct such agency to target such person specificallycovenants set forth in Sections 6.7(a) and 6.7(b) are reasonable in temporal and geographical scope and in all other respects, and (ii) who initiates discussions with the soliciting party regarding such employment on his or her own initiative covenants contained therein have been made in order to induce the Sellers and without direct solicitation by Purchaser to enter into this Agreement. Sellers and Purchaser intend that the soliciting party or its representativescovenants of Sections 6.7(a) and 6.7(b) shall be deemed to be a series of separate covenants, or (iii) at any time after one for each month of the date relevant period of such person’s termination of employment or services by ASV without causerestriction.
(bf) During the period commencing on the Effective Time and concluding on the one-year anniversary thereof, ASV Each Seller agrees that it shall not, without Manitex’s prior written consent, directly or indirectly (including through a representative ASV) solicit for employment or to provide services (whether as a director, officer, employee, consultant or temporary employee) any person who is at such time, or who at any time during the three-month period prior to such time had been, employed by or providing services to a member of the Manitex Group, except that this Section shall not preclude ASV or any other person from entering into discussions with or soliciting any person (i) who responds to any public advertisement or general solicitation; provided that the soliciting party did not instruct such agency to target such person specificallycovenants set forth in Sections 6.7(c) and 6.7(d) are reasonable in temporal and geographical scope and in all other respects, and (ii) who initiates discussions with the soliciting party regarding covenants contained therein have been made in order to induce the Sellers and Purchaser to enter into this Agreement.
(g) If, at the time of enforcement of Section 6.7(a), 6.7(b), 6.7(c) or 6.7(d) a court shall hold that the duration or scope stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration or scope under such employment on his circumstances shall be substituted for the stated duration or her own initiative scope and without direct solicitation that the court shall be allowed to revise the restrictions contained herein to cover the maximum period and scope permitted by law.
(h) Purchaser recognizes and affirms that in the soliciting party event of its breach of any provision of Section 6.7(a) or its representatives 6.7(b), money damages would be inadequate and Matrix would not have adequate remedy at law. Accordingly, Purchaser agrees that in the event of a breach or (iii) at a threatened breach of any time after the date of such person’s termination of employment or services by a member of the Manitex Group provisions of Section 6.7(a) or 6.7(b), Matrix, in addition and supplementary to other rights and remedies existing in its favor, may apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the provisions thereof (without causeposting a bond or other security). In addition, in the event of a breach or violation of Section 6.7(a) or 6.7(b), the relevant period of restriction shall be tolled until such breach or violation has been duly cured.
(i) Each Seller recognizes and affirms that in the event of its breach of any provision of Section 6.7(c) or 6.7(d), money damages would be inadequate and Purchaser would have not adequate remedy at law. Accordingly, each Seller agrees that in the event of a breach or a threatened breach of any of the provisions of Section 6.7(c) or 6.7(d), Purchaser, in addition and supplementary to other rights and remedies existing in its favor, may apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the provisions thereof (without posting a bond or other security). In addition, in the event of a breach or violation of Section 6.7(c) or 6.7(d), the relevant period of restriction shall be tolled until such breach or violation has been duly cured.
(j) Purchaser acknowledges that its covenants in this Section 6.7 are a material inducement to Matrix to enter into this Agreement and consummate the transactions contemplated hereby, and each Seller acknowledges and agrees that its covenants in this Section 6.7 are a material inducement to Purchaser to enter into this Agreement and consummate the transactions contemplated hereby.
Appears in 2 contracts
Samples: Stock Purchase Agreement, Stock Purchase Agreement (Envestnet, Inc.)
Non-Solicitation. Each of the Buyer Parties agree that:
(a) During for the period commencing on Effective Time the date of this Agreement and concluding expiring on the onethirty-year sixth month anniversary thereofof the Closing Date, Manitex agrees that without the prior written consent of Seller Parent, neither it nor any member of its Affiliates (including the Manitex Group Transferred Entities following the Closing) shall, without ASV’s prior written consent, directly or indirectly indirectly, (including through a representative A) induce or encourage or solicit any Person who is an employee of a member any of the Manitex GroupSeller Parties (other than a Transferred Employee) solicit for or any of their respective Affiliates to leave such employee’s employment or to provide services accept any other position or employment with a Buyer Party or any of its Affiliates (whether as including the Transferred Entities following the Closing) or (B) hire or assist any other Person in hiring such employee;
(b) for the period commencing on the date of this Agreement and expiring at the Closing, neither it nor any of its Affiliates shall, directly or indirectly, (A) induce or encourage or solicit any Employee to leave such Employee’s employment with any Seller Party or any of its Affiliates (including the Transferred Entities) prior to the Closing or (B) hire or assist any other Person in hiring such Employee; and
(c) if this Agreement is terminated prior to the Closing, for a directorperiod commencing on the date on which this Agreement is terminated and expiring on the second anniversary of such termination, officerwithout the prior written consent of Seller Parent, employeeneither it nor any of its Affiliates shall, consultant directly or temporary employeeindirectly, (A) induce or encourage or solicit any person Employee to leave such Employee’s employment or to accept any other position or employment with a Buyer Party or any of its Affiliates or (B) hire or assist any other Person in hiring such Employee; provided, however, that this Section 6.17 shall not apply to employees (including Employees) who is at such time, have not been employed by any Seller Party or who any of their respective Affiliates at any time during the three-month period six months prior to such time had beenthe applicable inducing, employed by encouraging, soliciting or providing services to ASV hiring, (whether as a director, officer, employee, consultant or temporary employee), except that this Section y) shall not preclude Manitex apply to Persons whose employment was terminated by any Seller Party or any of their respective Affiliates and (z) shall not prohibit general solicitations for employment through advertisements or other person from entering into discussions with or soliciting any person (i) who responds to any public advertisement or general solicitation; provided that the soliciting party did not instruct such agency to target such person specifically, (ii) who initiates discussions with the soliciting party regarding such employment on his or her own initiative and without direct solicitation by the soliciting party or its representatives, or (iii) at any time after the date of such person’s termination of employment or services by ASV without cause.
(b) During the period commencing on the Effective Time and concluding on the one-year anniversary thereof, ASV agrees that it shall not, without Manitex’s prior written consent, directly or indirectly means (including through a representative ASV) solicit for employment or the hiring of any Person resulting therefrom that is not known to provide services (whether as a director, officer, employee, consultant or temporary employee) any person who is at such time, or who at any time during the three-month period prior to such time had been, employed by or providing services to a member be an employee of the Manitex GroupSeller Parties, except that this Section shall not preclude ASV or any other person from entering into discussions with or soliciting any person (i) who responds to any public advertisement or general solicitation; provided that the soliciting party did not instruct such agency to target such person specifically, (ii) who initiates discussions with extent the soliciting party regarding such employment on his or her own initiative and without direct solicitation by the soliciting party or its representatives or (iii) at any time after the date of such person’s termination of employment or services by a member of the Manitex Group without causeis non-targeted).
Appears in 2 contracts
Samples: Stock Purchase Agreement (Tang Hsiang Chien), Stock Purchase Agreement (TTM Technologies Inc)
Non-Solicitation. (a) During the period commencing on Effective Time and concluding on the one-year anniversary thereof, Manitex Seller agrees that neither during a period of two (2) years from and after the Closing Date, it nor will not, in any member of the Manitex Group shall, without ASV’s prior written consent, directly or indirectly (including through a representative of a member of the Manitex Group) solicit for employment or to provide services manner (whether on its own account, as a directoran owner, operator, manager, consultant, officer, director, employee, consultant investor, agent or temporary employeeotherwise), or permit its Affiliates in any manner, (i) recruit, solicit or otherwise attempt to employ any of the Business Employees, or induce or attempt to induce any Business Employee to leave employment with the Buyer or the Company; provided, that, this Section 7.6 shall not prohibit Seller or any of its Affiliates from soliciting or hiring any person who is at such timeresponds to a general advertisement or solicitation, including but not limited to advertisements or solicitations through newspapers, trade publications, periodicals, radio or internet database, or who efforts by any recruiting or employment agencies, not specifically directed at any time during the three-month period prior to such time had been, employed by Business Employees or providing services to ASV (whether as a director, officer, employee, consultant or temporary employee), except that this Section shall not preclude Manitex or any other person from entering into discussions with or soliciting any person (i) who responds to any public advertisement or general solicitation; provided that the soliciting party did not instruct such agency to target such person specifically, (ii) who initiates discussions intentionally interfere with the soliciting party relationship between the Company and any employee, customer, sales representative, broker, supplier, licensee or other business relation (or any prospective customer, supplier, licensee or other business relationship) of the Company (including by making any negative or disparaging statements or communications regarding such employment on his Buyer or her own initiative and without direct solicitation by the soliciting party Company or its representativesany of their respective operations, officers, directors or (iii) at any time after the date of such person’s termination of employment or services by ASV without causeinvestors).
(b) During the period commencing on the Effective Time and concluding on the one-year anniversary thereof, ASV Seller agrees that it shall notits obligations under this Section 7.6 are special and unique and that any violation thereof would not be adequately compensated by money damages, without Manitex’s prior written consent, directly or indirectly and grants the Buyer the right to specifically enforce (including through a representative ASVinjunctive relief where appropriate) solicit for employment the terms of this Section 7.6.
(c) Seller agrees that the covenants against competition contained in this Section are reasonable and fair in all respects, and are necessary to protect the interests of Buyer. However, in case any one or to provide services (whether as a director, officer, employee, consultant or temporary employee) any person who is at such time, or who at any time during the three-month period prior to such time had been, employed by or providing services to a member more of the Manitex Groupprovisions or parts of a provision contained in this Section shall, except that for any reason, be held to be invalid, illegal or unenforceable in any respect in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or part of a provision of this Section or any other jurisdiction, but this Section shall not preclude ASV be reformed and construed in any such jurisdiction as if such invalid or any other person from entering into discussions with illegal or soliciting any person (i) who responds unenforceable provision or part of a provision had never been contained herein and such provision or part shall be reformed so that it would be valid, legal and enforceable to any public advertisement or general solicitation; provided the maximum extent permitted in such jurisdiction. Without limiting the foregoing, the Parties intend that the soliciting party did not instruct covenants and agreements contained in this Section shall be deemed to be a series of separate covenants and agreements. If, in any legal proceeding, a court or arbitrator shall refuse to enforce all the separate covenants and agreements deemed to be included in this Section, it is the intention of the Parties that the covenants and agreements which, if eliminated, would permit the remaining separate covenants and agreements to be enforced in such agency to target such person specificallyproceeding shall, (ii) who initiates discussions with for the soliciting party regarding such employment on his or her own initiative and without direct solicitation by the soliciting party or its representatives or (iii) at any time after the date purpose of such person’s termination proceeding, be deemed eliminated from the provisions of employment or services by a member of the Manitex Group without causethis Section.
Appears in 2 contracts
Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (Adams Resources & Energy, Inc.)
Non-Solicitation. For a period of ten (a10) During years from the period commencing on Effective Time and concluding on the one-year anniversary thereofDate, Manitex agrees that neither it Party nor any member of the Manitex Group shall, without ASV’s prior written consent, its affiliates or subsidiaries shall directly or indirectly solicit, recruit or hire (including through either as an employee or as a representative of contractor), or attempt to solicit, recruit or hire (either as an employee or as a member contractor) any of the Manitex Group) solicit for employment other Party’s employees or to provide services (whether as a directorany other individuals who were individually contracted-for, officer, employee, consultant or temporary employee) any person who is at was employed or engaged as an employee or such time, or an individual who was individually contracted-for by the other Party at any time during within the three-month preceding one year period prior (such persons being hereinafter referred to as an “Agent”); provided, however, that this shall not prohibit a Party from advertising for open positions provided that such time had beenadvertisements are not targeted solely at the Agents of the other Party. Further, employed by for a period of ten (10) years after the Effective Date, neither Party nor its affiliates or providing services subsidiaries shall directly or indirectly, for its own benefit or for the benefit of a third party, induce or attempt to ASV induce any Agent of the other Party to leave such Agent’s position with the other Party, or in any other way attempt to interfere with the employment, consulting or business relationship between the other Party and any Agent of such other Party. In addition, Licensor represents, warrants, and covenants that if Licensor shall license, sublicense, sell or otherwise transfer the LMT Technology to any third party after the Effective Date of this Agreement (whether each such third party, a “LMT Licensee”), Licensor shall include, as a director, officer, employee, consultant or temporary employee), except that this Section shall not preclude Manitex or any other person from entering into discussions with or soliciting any person (i) who responds condition to any public advertisement such license, sublicense, sale or general solicitation; provided transfer, a covenant that the soliciting party did not instruct such agency to target such person specifically, for a period of ten (ii10) who initiates discussions with the soliciting party regarding such employment on his or her own initiative and without direct solicitation by the soliciting party or its representatives, or (iii) at any time years after the date of such person’s termination of employment Effective Date, neither the LMT Licensee nor its affiliates or services by ASV without cause.
(b) During the period commencing on the Effective Time and concluding on the one-year anniversary thereof, ASV agrees that it subsidiaries shall not, without Manitex’s prior written consent, directly or indirectly solicit, recruit or hire (including through a representative ASV) solicit for employment either as an employee or to provide services (whether as a directorcontractor), officeror attempt to solicit, employee, consultant recruit or temporary employeehire (either as an employee or as a contractor) any person who is of Licensee’s Agents; provided, however, that this shall not prohibit the LMT Licensee from advertising for open positions provided that such advertisements are not targeted solely at the Agents of Licensee. Each such timeagreement with an LMT Licensee shall further provide that so long as such license, sublicense, sale or transfer remains in effect, neither the LMT Licensee nor its affiliates or subsidiaries shall directly or indirectly, for its own benefit or for the benefit of a third party, induce or attempt to induce any Agent of Licensee to leave such Agent’s position with Licensee, or who at any time during the three-month period prior to such time had been, employed by or providing services to a member of the Manitex Group, except that this Section shall not preclude ASV or in any other person from entering into discussions with or soliciting any person (i) who responds way attempt to any public advertisement or general solicitation; provided that the soliciting party did not instruct such agency to target such person specifically, (ii) who initiates discussions interfere with the soliciting employment, consulting or business relationship between Licensee and any Agent of Licensee. Licensor shall cause Licensee to be named a third party regarding such employment on his or her own initiative and without direct solicitation by the soliciting party or its representatives or (iii) at any time after the date beneficiary of such person’s termination of employment or services by a member of provisions under each such agreement with an LMT Licensee, with the Manitex Group without causeexplicit right for Licensee to enforce such restrictions directly against the LMT Licensee.
Appears in 2 contracts
Samples: VPC Sublicense Agreement, VPC Sublicense Agreement (Liquidmetal Technologies Inc)
Non-Solicitation. (a) During the period commencing on Effective Time Seller and concluding on the one-year anniversary thereof, Manitex Seller Parent agrees that neither it nor from and after the date of this Agreement until one year after the Closing Date (the “Non-Solicitation Period”), they shall not, and shall cause the Non-Company Affiliates not to request or induce any member Person who is at any time from the date of this Agreement to the Closing Date employed by the Company or any Company Subsidiary as a vice president or higher officer to terminate his or her employment with the Company and the Company Subsidiaries, except in the ordinary course of business, and except for employees that are not Transferred Employees; provided, however, that the foregoing shall not apply (i) to solicitations made by job opportunity advertisements and headhunter searches directed to the general public rather than targeting any employees of the Manitex Group shallCompany or the Company Subsidiaries or (ii) with respect to any employee who has been terminated by the Company or the Company Subsidiaries (or has voluntarily left his or her employment more than six months prior to such solicitation).
(b) Investor agrees that during the Non-Solicitation Period, without ASV’s prior written consentit shall not, and it shall cause its Affiliates (including the Company and the Company Subsidiaries) not to, directly or indirectly (including through a representative of a member of the Manitex Group) solicit for employment indirectly, request or to provide services (whether as a director, officer, employee, consultant or temporary employee) induce any person employee who is at such time, not a Transferred Employee or any Person who is at any time during the threeNon-month period Solicitation Period employed by Seller or any of its Non-Company Affiliates, in each case, as a vice president or higher officer (whether at the Seller Parent corporate or business division level) with whom it had contact in the course of evaluating and negotiating a possible transaction involving the Company with Seller, to terminate his or her employment with Seller or any of its Non-Company Affiliates; provided, however, that the foregoing shall not apply (i) to solicitations made by job opportunity advertisements and headhunter searches directed to the general public rather than targeting any employees of Seller or any of its Affiliates or (ii) with respect to any employee who has been terminated by Seller or any of its Affiliates, as applicable, (or has voluntarily left his or her employment) more than six months prior to such time had been, employed by or providing services to ASV (whether as a director, officer, employee, consultant or temporary employee), except that this Section shall not preclude Manitex or any other person from entering into discussions with or soliciting any person (i) who responds to any public advertisement or general solicitation; provided that the soliciting party did not instruct such agency to target such person specifically, (ii) who initiates discussions with the soliciting party regarding such employment on his or her own initiative and without direct solicitation by the soliciting party or its representatives, or (iii) at any time after the date of such person’s termination of employment or services by ASV without cause.
(b) During the period commencing on the Effective Time and concluding on the one-year anniversary thereof, ASV agrees that it shall not, without Manitex’s prior written consent, directly or indirectly (including through a representative ASV) solicit for employment or to provide services (whether as a director, officer, employee, consultant or temporary employee) any person who is at such time, or who at any time during the three-month period prior to such time had been, employed by or providing services to a member of the Manitex Group, except that this Section shall not preclude ASV or any other person from entering into discussions with or soliciting any person (i) who responds to any public advertisement or general solicitation; provided that the soliciting party did not instruct such agency to target such person specifically, (ii) who initiates discussions with the soliciting party regarding such employment on his or her own initiative and without direct solicitation by the soliciting party or its representatives or (iii) at any time after the date of such person’s termination of employment or services by a member of the Manitex Group without cause.
Appears in 2 contracts
Samples: Investment Agreement (Unistrut International Holdings, LLC), Investment Agreement (Tyco International LTD)
Non-Solicitation. (a) During Executive acknowledges and understands that, in view of Executive’s position with the period commencing on Effective Time Company, Executive has been afforded access to confidential information of the Company and concluding on the one-year anniversary thereofits affiliates, Manitex tenants and customers. Executive therefore agrees that neither it nor any member for a period of 12 months after the later of the Manitex Group shallSeparation Date or the date when the Executive ceases providing consulting services (the “Restricted Period”), Executive will not, without ASV’s the express prior written consentconsent of the Company, directly or indirectly indirectly:
(including through a representative of a member i) solicit, induce, or assist any third person in soliciting or inducing any person that is (or was at any time within the 12 months prior to the solicitation or inducement) an employee, consultant, independent contractor or agent of the Manitex Company or its affiliates or direct or indirect subsidiaries (individually and collectively referred to herein with the Company as the “Vornado Group”) solicit for to leave the employment of the Vornado Group or to provide cease performing services (whether as a director, officer, employeean independent contractor, consultant or temporary employeeagent of the Vornado Group; for avoidance of doubt, the referral of a vendor, supplier or other consultant to a third party shall not be a violation of this section so long as Executive does not intentionally induce the vendor, supplier or consultant to cease doing business with the Vornado Group;
(ii) hire, engage, or assist any third party in hiring or engaging, any individual that is or was (at any time within 12 months prior to the attempted hiring) an employee of the Vornado Group; or
(iii) solicit or interfere with the Vornado Group’s relationships with, or endeavor to entice away from the Vornado Group for a competing business, any person who or entity that is or was (at such timeany time within the 12-month period preceding the later of the Separation Date or the termination date of the Consulting Agreement, a tenant or who customer or “Prospective Tenant or Customer” (as defined below) of the Vornado Group. A “Prospective Tenant or Customer” is any individual or entity with respect to whom or which the Vornado Group was engaged in meaningful solicitation at any time during the three-12 month period prior preceding the later of the Separation Date or the termination date of the Consulting Agreement and in which solicitation Executive was in any way involved or of which Executive otherwise had any knowledge or reasonably should have had any knowledge. The provisions of Sections 8 and 9 shall be in addition to any confidentiality and non-solicitation terms set forth in any other agreement between Executive and the Vornado Group, including without limitation the Employment Agreement and the Consulting Agreement. Without limitation of the foregoing, Executive agrees that the restrictions contained in Sections 8 and 9 of this Agreement are necessary and appropriate to protect the Vornado Group’s business and goodwill and Executive considers them reasonable for such purpose. Executive agrees that the restrictions contained in this Agreement will not prevent Executive from obtaining gainful employment. Executive agrees that in any action seeking specific performance or other equitable relief, Executive will not assert or contend that any of the provisions of Sections 8 and 9 of this Agreement are unreasonable or otherwise unenforceable. Executive further agrees that in the event of Executive’s breach or threatened breach of any of the provisions of Sections 8 or 9 of this Agreement, the Vornado Group would suffer substantial irreparable harm and would not have an adequate remedy at law for such breach. In recognition of the foregoing, Executive agrees that in the event of a breach or threatened breach of any of those provisions by Executive, in addition to such time had beenother remedies that the Vornado Group may have at law, employed by without posting any bond or providing services security, the Vornado Group shall be entitled to ASV (whether as a directorseek and obtain equitable relief, officerin the form of specific performance, employeeor temporary, consultant preliminary or temporary employee)permanent injunctive relief, except that this Section shall not preclude Manitex or any other person from entering into discussions with or soliciting any person (i) who responds to any public advertisement or general solicitation; provided that the soliciting party did not instruct such agency to target such person specificallyequitable remedy which then may be available, (ii) who initiates discussions with the soliciting party regarding such employment on his or her own initiative as well as attorneys’ fees and without direct solicitation by the soliciting party or its representativescosts and an equitable accounting of all earnings, or (iii) at any time after the date of such person’s termination of employment or services by ASV without cause.
(b) During the period commencing on the Effective Time profits and concluding on the one-year anniversary thereof, ASV agrees that it shall not, without Manitex’s prior written consentother benefits arising, directly or indirectly (including through a representative ASV) solicit for employment indirectly, from such breach. The seeking of such injunction or to provide services (whether as a director, officer, employee, consultant or temporary employee) any person who is at such time, or who at any time during the three-month period prior to such time had been, employed by or providing services to a member of the Manitex Group, except that this Section order shall not preclude ASV affect the Vornado Group’s right to seek and obtain damages or other equitable relief on account of any other person from entering into discussions with such actual or soliciting any person (i) who responds to any public advertisement or general solicitation; provided that the soliciting party did not instruct such agency to target such person specifically, (ii) who initiates discussions with the soliciting party regarding such employment on his or her own initiative and without direct solicitation by the soliciting party or its representatives or (iii) at any time after the date of such person’s termination of employment or services by a member of the Manitex Group without causethreatened breach.
Appears in 2 contracts
Samples: Separation Agreement (Vornado Realty Lp), Separation Agreement (Vornado Realty Lp)
Non-Solicitation. (a) During For a period of one year following the period commencing on Effective Time Closing Date, Seller shall not, and concluding on the one-year anniversary thereof, Manitex agrees that neither it nor any member of the Manitex Group shall, without ASV’s prior written consentshall cause its Subsidiaries not to, directly or indirectly (including through a representative of a member of the Manitex Group) indirectly, solicit for employment any Transferred Employee, unless such person ceased to be an employee of Purchaser or to provide services (whether as a director, officer, employee, consultant or temporary employee) any person who is at such time, or who at any time during the three-month period its Subsidiaries prior to such time had beenaction by Seller or its Subsidiaries, employed or, in the case of such person’s voluntary termination of employment with Purchaser or its Subsidiaries, at least six months prior to such action by Seller or providing services to ASV (whether as a director, officer, employee, consultant or temporary employee), except that this Section shall not preclude Manitex or any other person from entering into discussions with or soliciting any person (i) who responds to any public advertisement or general solicitationits Subsidiaries; provided that the soliciting party did foregoing provision will not instruct such agency to target prevent Seller or any of its Subsidiaries from employing any such person specifically, (ii) who initiates discussions with the soliciting party regarding such employment contacts Seller or any of its Subsidiaries on his or her own initiative and without any direct or indirect solicitation by the soliciting party or its representativesby, or encouragement from, Seller or any of its Subsidiaries; provided further that the publication of advertisements in newspapers and/or electronic media of general circulation (iiiincluding advertisements posted on the Internet) at any time after the date will not be deemed a violation of such person’s termination of employment or services by ASV without causethis Section 5.16(a).
(b) During For a period of one year following the period commencing on the Effective Time and concluding on the one-year anniversary thereofClosing Date, ASV agrees that it Purchaser shall not, without Manitex’s prior written consentand shall cause its Subsidiaries not to, directly or indirectly (including through a representative ASV) indirectly, solicit for employment any employee of Seller or any of its Subsidiaries, unless such person ceased to provide services (whether as a director, officer, employee, consultant be an employee of Seller or temporary employee) any person who is at such time, or who at any time during the three-month period its Subsidiaries prior to such time had beenaction by Purchaser or its Subsidiaries, employed or, in the case of such person’s voluntary termination of employment with Seller or its Subsidiaries, at least six months prior to such action by Purchaser or providing services to a member of the Manitex Group, except that this Section shall not preclude ASV or any other person from entering into discussions with or soliciting any person (i) who responds to any public advertisement or general solicitationits Subsidiaries; provided that the soliciting party did foregoing provision will not instruct such agency to target prevent Purchaser or any of its Subsidiaries from employing any such person specifically, (ii) who initiates discussions with the soliciting party regarding such employment contacts Purchaser or any of its Subsidiaries on his or her own initiative and without any direct or indirect solicitation by by, or encouragement from, Purchaser or any of its Subsidiaries; provided further that the soliciting party or its representatives or publication of advertisements in newspapers and/or electronic media of general circulation (iiiincluding advertisements posted on the Internet) at any time after the date will not be deemed a violation of such person’s termination of employment or services by a member of the Manitex Group without causethis Section 5.16(b).
Appears in 2 contracts
Samples: Acquisition Agreement (Symantec Corp), Acquisition Agreement (Verisign Inc/Ca)
Non-Solicitation. (ai) During the period commencing on Effective Time Stockholder shall not and concluding on the one-year anniversary thereof, Manitex agrees that neither it nor any member of the Manitex Group shall, without ASV’s prior written consent, shall not authorize or permit its representatives to directly or indirectly (including through a representative of a member of the Manitex Groupi) initiate, solicit for employment or to provide services (whether as a director, officer, employee, consultant or temporary employee) any person who is at such timeencourage, or who at take any time during action to facilitate the three-month period prior making of, any offer or proposal which constitutes or is reasonably likely to such time had been, employed by or providing services to ASV (whether as a director, officer, employee, consultant or temporary employee), except that this Section shall not preclude Manitex or any other person from entering into discussions with or soliciting any person (i) who responds lead to any public advertisement or general solicitation; provided that the soliciting party did not instruct such agency to target such person specificallyAcquisition Proposal, (ii) who initiates discussions enter into any agreement (other than a confidentiality agreement) with respect to any Acquisition Proposal except in connection with a Superior Proposal in connection with which the Company enters into an agreement (including contemporaneously with the soliciting party regarding such employment on his or her own initiative and without direct solicitation by Company) pursuant to Section 5.3(b) of the soliciting party or its representativesMerger Agreement, or (iii) at in the event of an unsolicited Acquisition Proposal for the Company or otherwise, engage in negotiations or discussions with, or provide any time after non-public information or data to, any Person (other than Parent or any of its affiliates or representatives) relating to any Acquisition Proposal. It is understood that this Section 8 limits the date rights of Stockholder only to the extent that Stockholder is acting in Stockholder's capacity as a stockholder of the Company. Nothing herein shall be construed as preventing a Stockholder who is an officer or director of the Company, or any director of the Company who may be deemed to be an affiliate of Stockholder, from fulfilling the obligations of such person’s termination position (including, subject to the limitations contained in Sections 5.2 and 5.3 of employment the Merger Agreement, the performance of obligations required by the fiduciary obligations of Stockholder, or services by ASV without causeany director of the Company who may be deemed to be an affiliate of Stockholder, acting solely in his or her capacity as an officer or director).
(ii) Notwithstanding anything to the contrary in this Section 8, if (a) after the Company shall have received an unsolicited bona fide written proposal from a Third Party relating to an Acquisition Proposal and (b) During the period commencing on the Effective Time and concluding on the one-year anniversary thereof, ASV agrees that it shall not, without Manitex’s prior written consent, directly or indirectly (including through a representative ASV) solicit for employment or to provide services (whether as a director, officer, employee, consultant or temporary employee) any person who is at such time, or who at any time during the three-month period prior to such time had been, employed by or providing services to a member Board of Directors of the Manitex GroupCompany has complied with the provisions of Section 5.2(b) of the Merger Agreement, except that this Section shall not preclude ASV or any other person from entering into Stockholder may provide information and engage in discussions with or soliciting any person (i) who responds such Third Party as and to any public advertisement or general solicitation; provided the extent that the soliciting party did not instruct such agency Company is permitted to target such person specifically, (ii) who initiates discussions with do so pursuant to the soliciting party regarding such employment on his or her own initiative and without direct solicitation by the soliciting party or its representatives or (iii) at any time after the date of such person’s termination of employment or services by a member terms of the Manitex Group without causeMerger Agreement.
Appears in 2 contracts
Samples: Stockholder Agreement (Orbitz Inc), Stockholder Agreement (Cendant Corp)
Non-Solicitation. During the Non-Competition Period, Seller shall not, and shall cause its Subsidiaries (other than the Transferred Subsidiaries) not to, (a) During the period commencing on Effective Time and concluding on the one-year anniversary thereofdirectly or indirectly, Manitex agrees that neither it nor hire, engage or employ (as an employee, consultant or otherwise) any member New Buyer Employee or other employees of Buyer other than any of the Manitex Group shallindependent contractors set forth on Schedule I attached hereto (collectively, without ASV’s prior written consent“Buyer Employees”), (b) through any director or officer of Seller, directly or indirectly (including through a representative of a member of the Manitex Group) indirectly, solicit for employment or the engagement of services of any Buyer Employee or induce or attempt to provide services (whether as a director, officer, employee, consultant induce any Buyer Employee to leave his or temporary employee) any person who is at such timeher employment with Buyer, or who at in any time during way intentionally interfere with the three-month period prior employment relationship between any Buyer Employee and Buyer or any Affiliate of Buyer, in each case for the purpose of employing or engaging the services of such Buyer Employee or soliciting such Buyer Employee to such time had been, employed by become an employee or providing services to ASV (whether as a director, officer, employee, consultant of Seller or temporary employee), except that this Section shall not preclude Manitex its Subsidiaries or any other person Person; provided, however, that nothing herein shall preclude Seller from entering into discussions with employing or soliciting any person Buyer Employee (i) who independently responds to any public advertisement or general solicitation; provided that the soliciting party did solicitation (such as a newspaper advertisement or internet posting) not instruct specifically targeting such agency to target such person specifically, Buyer Employee or (ii) who initiates discussions following the termination of such Buyer Employee’s employment with the soliciting party regarding Buyer for any reason, provided, that Seller has not induced such employment on Buyer Employee to terminate his or her own initiative and without direct solicitation by the soliciting party or its representativesemployment in breach of Seller’s obligations hereunder, or (iiic) at take any time after the date of such person’s termination of employment action or services by ASV without cause.
(b) During the period commencing on the Effective Time and concluding on the one-year anniversary thereof, ASV agrees that it shall not, without Manitex’s prior written consent, directly or indirectly (including through a representative ASV) solicit for employment or attempt to provide services (whether as a director, officer, employee, consultant or temporary employee) take any person who is at such time, or who at any time during the three-month period prior to such time had been, employed by or providing services to a member of the Manitex Group, except that this Section shall not preclude ASV or any other person from entering into discussions with or soliciting any person (i) who responds to any public advertisement or general solicitation; provided that the soliciting party did not instruct such agency to target such person specifically, (ii) who initiates discussions action with the soliciting party regarding such employment on his intent of impairing any material relationship, contractual or her own initiative otherwise, between the Buyer and without direct solicitation by the soliciting party any customer, supplier, consultant, independent contractor, distributor or its representatives or (iii) at any time after the date of such person’s termination of employment or services by a member of the Manitex Group without causereseller.
Appears in 2 contracts
Samples: Non Competition and Non Solicitation Agreement, Non Competition and Non Solicitation Agreement (Sycamore Networks Inc)
Non-Solicitation. (a) During From the period commencing on Effective Time time of execution and concluding on delivery by each Seller and Buyer of this Agreement until the one-year anniversary thereof, Manitex agrees that neither it nor any member Bidding Procedures Order is entered by the Bankruptcy Court and following entry of the Manitex Group shallSale Order (both periods being referred to as the “Non-Solicitation Period”), without ASV’s prior written consentSellers shall not, and shall cause each of the Target Companies and, to the extent permitted in the Tiwest Joint Venture Documents, Tiwest not to, nor shall they authorize or permit any of their respective Representatives or Affiliates to directly or indirectly indirectly, solicit, facilitate or encourage submission of any inquiries, proposals or offers by, respond to any unsolicited inquiries, proposals or offers submitted by, or enter into any discussions or negotiations regarding a Competing Transaction with any Person (other than Buyers or any of their respective Affiliates, agents or Representatives) with respect to (A) any sale or other disposition of all or any portion of the Acquired Business, the equity securities of Sellers, Target Companies, Tiwest (including through a representative for purposes of a member this Section 5(c)(v), the Tiwest Joint Venture), the Acquired Assets or any similar transaction with respect to the Acquired Business, Sellers, the Target Companies, Tiwest or the Acquired Assets or (B) any Restructuring Transaction (such transactions described in clause (A) or (B) but excluding any transactions with Buyers being referred to as an “Acquisition Transaction”); or provide any information or data to, or have any discussions with any Person relating to, or that could reasonably be expected to lead to or result in, any Acquisition Transaction; or otherwise facilitate any effort or attempt to make or implement any Acquisition Transaction; or approve, recommend, propose publicly to approve or recommend or enter into any agreement or understanding with any other Person that contemplates or relates to any Acquisition Transaction. Sellers shall not, and shall not authorize any Target Company to, execute any definitive documents relating to any Acquisition Transaction during the Non-Solicitation Period; provided, however, that nothing in this Section 5(c)(v) shall prohibit Sellers during the portion of the Manitex Group) solicit for employment or to provide services (whether as a director, officer, employee, consultant or temporary employee) any person who is at such time, or who at any time during Non-Solicitation Period preceding the three-month period prior to such time had been, employed by or providing services to ASV (whether as a director, officer, employee, consultant or temporary employee), except that this Section shall not preclude Manitex or any other person entry of the Sale Order from entering into discussions with or soliciting any person (i) who responds responding to any public advertisement unsolicited inquiries from or general solicitation; provided that the soliciting party did not instruct such agency to target such person specifically, (ii) who initiates engaging in discussions with the soliciting party regarding official committees appointed in the Chapter 11 Cases or engaging in discussions with any third parties in consultation with such employment on his or her own initiative and without direct solicitation official committees, with respect to such Restructuring Transaction to the extent Tronox Incorporated determines, in good faith, that such action is required by the soliciting party or its representativesTronox Incorporated board of directors’ fiduciary duties to Tronox Incorporated’s stakeholders. Sellers shall notify Buyers promptly, or (iii) at but in any time event within twenty-four hours after the date of such person’s termination of employment or services by ASV without cause.
(b) During the period commencing on the Effective Time and concluding on the one-year anniversary thereofreceipt, ASV agrees that it shall not, without Manitex’s prior written consent, directly or indirectly (including through a representative ASV) solicit for employment or to provide services (whether as a director, officer, employee, consultant or temporary employee) any person who is at such time, or who at any time during the three-month period prior to such time had been, employed by or providing services to a member of the Manitex Groupreceipt of any inquiries, except that this Section shall not preclude ASV proposals or any other person from entering into discussions with or soliciting any person (i) who responds offers related to any public advertisement or general solicitation; provided that the soliciting party did not instruct such agency to target such person specifically, (ii) who initiates discussions Acquisition Transaction together with the soliciting party regarding such employment on his or her own initiative true and without direct solicitation by the soliciting party or its representatives or (iii) at any time after the date complete copies of such person’s termination of employment or services by a member of the Manitex Group without causeall documents related thereto.
Appears in 2 contracts
Samples: Asset and Equity Purchase Agreement (Tronox Inc), Asset and Equity Purchase Agreement (Huntsman International LLC)
Non-Solicitation. (a) During So long as SFI or any of its subsidiaries is the Servicer or otherwise performing services pursuant to the Servicing Agreement and for a period commencing on Effective Time and concluding on the one-year anniversary thereofof two (2) years thereafter, Manitex agrees no Member or any of its Affiliates that neither it nor receives or otherwise obtains any member of the Manitex Group shallConfidential Information, without ASV’s prior written consent, directly or indirectly (including through a representative of a member of the Manitex Group) solicit for employment or to provide services (whether as a any director, officer, manager or employee of any of the foregoing in their capacity as such (collectively, other than any such Person that is controlled directly or indirectly by Springleaf and acting on behalf of Springleaf, the “Restricted Parties”) shall (i) directly or indirectly solicit the employment or engagement of services of any person or (ii) employ, hire, contract with or otherwise engage any person, who in case of clauses (i) and (ii), is or was employed as an employee, consultant or temporary contractor of Servicer, Subservicer (as such term is defined in the Servicing Agreement) or any of their respective subsidiaries during the term of the Servicing Agreement (the “Non-Solicitation Obligations”); provided, however, that this Section 3.6(a) shall not be deemed to (A) prohibit a general solicitation of employment not directed solely at an employee, consultant or contractor of Servicer, (B) any prohibit a Restricted Party from hiring as an employee, contracting with or retaining as a consultant a person who is at such time, has not been employed by or who contracted or consulted with Servicer or any Subservicer or any of their respective subsidiaries at any time during the three-month period 12 months prior to the date such time had beenMember or Affiliate hires, employed by contracts with or providing services to ASV (whether retains as a director, officer, employee, consultant such person or temporary employee), except that this Section shall not preclude Manitex or any other person (C) prohibit the Restricted Parties from entering into discussions with or soliciting hiring any person (i) who responds to any public advertisement a general solicitation permitted hereunder or general solicitation; provided that the soliciting party did not instruct such agency to target such person specifically, (ii) who initiates discussions with the soliciting party regarding such employment contacts a Restricted Party on his or her own initiative and without direct solicitation by any encouragement from a Restricted Party. The obligations of the soliciting party Restricted Parties under this Section 3.6 shall be binding upon any transferee of a Member of or its representatives, or (iii) at any time after the date of such person’s termination of employment or services by ASV without causea Restricted Party.
(b) During Each Member shall comply with, and shall cause its Affiliates and Restricted Parties to comply with, the period commencing on the Effective Time and concluding on the oneNon-year anniversary thereof, ASV agrees that it shall not, without Manitex’s prior written consent, directly or indirectly (including through a representative ASV) solicit for employment or to provide services (whether as a director, officer, employee, consultant or temporary employee) any person who is at such time, or who at any time during the three-month period prior to such time had been, employed by or providing services to a member of the Manitex Group, except that this Section shall not preclude ASV or any other person from entering into discussions with or soliciting any person (i) who responds to any public advertisement or general solicitation; provided that the soliciting party did not instruct such agency to target such person specifically, (ii) who initiates discussions with the soliciting party regarding such employment on his or her own initiative and without direct solicitation by the soliciting party or its representatives or (iii) at any time after the date of such person’s termination of employment or services by a member of the Manitex Group without causeSolicitation Obligations.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Springleaf Holdings, LLC), Limited Liability Company Agreement (New Residential Investment Corp.)
Non-Solicitation. (a) During Except in connection with marketing the period commencing on Effective Time and concluding on the one-year anniversary thereof, Manitex agrees that neither it nor any member sale of the Manitex Group shallAcquired Assets to Potential Bidders/Qualified Bidders (as shall be defined in the Bid Procedures) in accordance with the Bid Procedures Order after such Order is entered by the Bankruptcy Court, without ASV’s prior written consentSeller shall not, directly or indirectly (including through a representative of a member of the Manitex Group) solicit for employment or to provide services (whether as a directorand shall cause its Representatives and Affiliates, officerand its Affiliates’ Representatives not to, employee, consultant or temporary employee) any person who is at such time, or who at any time during the three-month period prior to such time had been, employed by or providing services to ASV (whether as a director, officer, employee, consultant or temporary employee), except that this Section shall not preclude Manitex or any other person from entering into discussions with or soliciting any person (i) who responds to solicit, negotiate, or discuss with any public advertisement Person, other than Buyer and its Affiliates, agents, and Representatives (and Seller shall, and shall cause its Representatives and Affiliates, and its Affiliates’ Representatives to, immediately cease any such ongoing activity), or general solicitation; provided that the soliciting party did not instruct such agency to target such person specificallyenter into any agreement or understanding with respect to, or approve or recommend, or knowingly facilitate, any Alternative Transaction or (ii) who initiates discussions provide any Person, other than Buyer and its Affiliates, agents, and Representatives, with access to the soliciting books, records, operating data, contracts, documents, or other information relating to Seller except to the extent required by Bankruptcy Court order. Seller shall promptly (and in any event within twenty-four (24) hours) notify Buyer of any inquiry, indication of interest, proposal, or offer from a third party regarding such employment on his with respect to an Alternative Transaction received by Seller or her own initiative and without direct solicitation by the soliciting party any of its Affiliates or its representatives, or (iii) at any time their employees or Representatives after the date hereof until the Bankruptcy Court shall have entered the Bid Procedures Order, and Seller shall communicate to Buyer the material terms of (including the identity of the Person or Persons making) any such inquiry, indication of interest, proposal, or offer. Seller shall immediately cease to provide access to confidential information about Seller or the Business in connection with any actual or potential Alternative Transaction until the entry of the Bid Procedures Order and shall immediately instruct any Person who does not become a “Qualified Bidder” (as shall be defined in the Bid Procedures) by the Bidding Deadline (as defined in the Bid Procedures), or if so qualified, is not designated the “Winning Bidder” or the “Back-up Bidder” (each as shall be defined in the Bid Procedures) at the Auction, in possession of confidential information about Seller or the Business that was furnished by or on behalf of Seller in connection with any actual or potential Alternative Transaction to return or destroy all such information or documents or material incorporating such information in accordance with the confidentiality or similar agreement governing treatment of such person’s termination confidential information. Seller shall not be deemed to have violated or breached their obligations set forth in the first sentence of employment or services by ASV without cause.
(bthis Section 8(b) During the period commencing on the Effective Time and concluding on the one-year anniversary thereof, ASV agrees that it shall notsolely as a result of its receipt, without Manitex’s prior written consent, directly or indirectly (including through a representative ASV) solicit for employment or to provide services (whether as a director, officer, employee, consultant or temporary employee) engaging in any person who is at such time, or who at any time during the three-month period prior to such time had been, employed by or providing services to a member of the Manitex Groupconduct prohibited by such sentence, except that this Section shall not preclude ASV or any other person from entering into discussions with or soliciting any person (i) who responds to any public advertisement or general solicitation; provided that the soliciting party did not instruct such agency to target such person specifically, (ii) who initiates discussions with the soliciting party regarding such employment on his or her own initiative and without direct solicitation by the soliciting party or its representatives or (iii) at any time after the date of such person’s termination of employment or services by a member of the Manitex Group without causean unsolicited Alternative Transaction proposal.
Appears in 2 contracts
Samples: Stalking Horse Asset Purchase Agreement (BioRestorative Therapies, Inc.), Asset Purchase Agreement (BioRestorative Therapies, Inc.)
Non-Solicitation. (a) During As an inducement to Buyer to enter into this Agreement, Seller agrees that, during the twelve (12) month period commencing on Effective Time and concluding on the one-year anniversary thereof, Manitex agrees that neither it nor any member of Closing Date (the Manitex Group shall, without ASV’s prior written consent, directly or indirectly (including through a representative of a member of the Manitex Group) solicit for employment or to provide services (whether as a director, officer, employee, consultant or temporary employee) any person who is at such time, or who at any time during the three-month period prior to such time had been, employed by or providing services to ASV (whether as a director, officer, employee, consultant or temporary employee“Restricted Period”), except that this Section Seller shall not preclude Manitex not, and shall cause its direct and indirect Subsidiaries to not, whether on their own behalf or jointly with or as an agent for any other person from entering into discussions with or soliciting any person Person, (i) who responds solicit or induce or attempt to solicit or induce (including by recruiting, interviewing or identifying or targeting as a candidate for recruitment) any public advertisement Transferred Employee to terminate, restrict or general solicitation; provided that hinder such person’s employment or association with TEGNA or any of its subsidiaries or interfere in any way with the soliciting party did not instruct relationship between such agency to target such person specifically, individual and TEGNA or any of its Subsidiaries or (ii) who initiates discussions hire or offer to hire or employ any Transferred Employee as an employee or consultant in any capacity; provided, however, that (x) general solicitations (of a bona fide nature) published in a journal, newspaper or other publication or posted on an Internet job site or social media and not specifically directed towards any such individual (and hiring or offering to hire any individual as a result thereof) and (y) soliciting or hiring any individual whose employment with TEGNA or any of its Subsidiaries terminated at least six (6) months prior to the soliciting party regarding such employment on his or her own initiative and without direct solicitation by the soliciting party or its representatives, or (iii) at any time after the date of such person’s termination commencement of employment discussions between Seller or services by ASV without causeTribune or any of their respective Subsidiaries or Affiliates and such individual shall not constitute a breach of the covenant in this Section 6.6(a).
(b) During the period commencing on the Effective Time and concluding on the one-year anniversary thereofAs an inducement to Seller to enter into this Agreement, ASV TEGNA agrees that it during the Restricted Period, TEGNA shall not, without Manitex’s prior written consentand shall cause its direct and indirect Subsidiaries to not, directly whether on their own behalf or indirectly (including through a representative ASV) solicit jointly with or as an agent for employment or to provide services (whether as a director, officer, employee, consultant or temporary employee) any person who is at such time, or who at any time during the three-month period prior to such time had been, employed by or providing services to a member of the Manitex Group, except that this Section shall not preclude ASV or any other person from entering into discussions with or soliciting any person Person, (i) who responds solicit or induce or attempt to solicit or induce (including by recruiting, interviewing or identifying or targeting as a candidate for recruitment) any public advertisement corporate-level employee of Seller or general solicitationTribune to terminate, restrict or hinder such person’s employment or association with Seller or Tribune or interfere in any way with the relationship between such individual and Seller or Tribune or (ii) hire or offer to hire or employ as an employee or consultant in any capacity any such corporate-level employee of Seller or Tribune without the prior written consent of Seller; provided that (x) general solicitations (of a bona fide nature) published in a journal, newspaper or other publication or posted on an Internet job site or social media and not specifically directed towards any such individual (and hiring or offering to hire any individual as a result thereof) and (y) soliciting or hiring any individual whose employment with Seller or Tribune terminated at least six (6) months prior to the soliciting party did commencement of employment discussions between Buyer or any of its Subsidiaries or Affiliates and such individual shall not instruct such agency to target such person specifically, constitute a breach of the covenant in this Section 6.6(b).
(iic) who initiates discussions with Each of the soliciting party regarding such employment on his or her own initiative Parties acknowledges and without direct solicitation agrees that the restrictions contained in this Section 6.6 are reasonable in scope and duration in light of the purpose and intent of this Agreement and the valuable consideration being conveyed by the soliciting party Parties as provided herein and are necessary to protect Buyer and its Affiliates. If, for any reason any Governmental Authority determines that any of those restrictions is not reasonable or its representatives are overbroad or (iii) at unenforceable or that the consideration is inadequate in any time after the date of jurisdiction or context, such person’s termination of employment restrictions shall be interpreted, modified or services by a member rewritten to include as much of the Manitex Group without causeduration and scope as will render such restrictions valid and enforceable. The parties agree that the covenants contained in this Section 6.6 shall be enforced independently of any other obligations between or among the Parties, and that the existence of any other claim or defense shall not affect the enforceability of this Agreement or the remedies hereunder.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Tegna Inc), Asset Purchase Agreement (Nexstar Media Group, Inc.)
Non-Solicitation. The Employee hereby agrees and covenants that, during the Term, the Employee will not, without the prior written consent of the Company (such consent to be given in the Company’s sole and absolute discretion) directly or indirectly:
(a) During the period commencing on Effective Time and concluding on the one-year anniversary thereof(i) solicit, Manitex agrees that neither it nor knowingly encourage or induce, or attempt to solicit, knowingly encourage or induce, any member of a health plan sponsored by the Manitex Group shallCompany or its Subsidiaries as of the Effective Time, without ASVto cease doing business with the Company or any of its Subsidiaries with respect to the Business within the Territory; or (ii) otherwise knowingly interfere with, impair or damage the Company’s prior written consent, directly or indirectly (including through a representative of a its Subsidiaries’ relationship with any member or prospective member of any such plans;
(b) solicit, knowingly encourage or induce, or attempt to solicit, knowingly encourage or induce, any Providers, suppliers, licensees or business relations, or prospective Providers, suppliers, licensees or business relations with whom the Manitex GroupCompany or its Subsidiaries was engaged in a contractual relationship, or substantive discussions or proposal negotiations, in each case as of the Effective Time, with respect to the Business of the Company and its Subsidiaries to cease doing business with the Company or its Subsidiaries with respect to the Business within the Territory; or (ii) otherwise knowingly interfere with, impair or damage the Company’s or its Subsidiaries’ relationship with any Provider, supplier, licensee or business relation of the Business; or
(c) solicit, encourage or induce, or attempt to solicit for employment or to provide services (whether as a directorinduce, officeror assist any other Person in so soliciting, encouraging or inducing, any employee, consultant or temporary employee) any person who is at such time, or who at any time during the three-month period prior to such time had been, employed by or providing services to ASV (whether as a director, officer, employee, consultant or temporary employee), except independent contractor that this Section shall not preclude Manitex or any other person from entering into discussions with or soliciting any person (i) who responds to any public advertisement or general solicitation; provided that the soliciting party did not instruct such agency to target such person specifically, (ii) who initiates discussions with the soliciting party regarding such employment on his or her own initiative and without direct solicitation was engaged by the soliciting party Company or its representatives, or (iii) at any time after the date Subsidiaries as of such person’s termination of employment or services by ASV without cause.
(b) During the period commencing on the Effective Time and concluding on the one-year anniversary thereofto terminate or breach an employment, ASV agrees that it shall not, without Manitex’s prior written consent, directly contractual or indirectly (including through a representative ASV) solicit for employment or to provide services (whether as a director, officer, employee, consultant or temporary employee) any person who is at such time, or who at any time during the three-month period prior to such time had been, employed by or providing services to a member of the Manitex Group, except that this Section shall not preclude ASV or any other person from entering into discussions with or soliciting any person (i) who responds to any public advertisement or general solicitation; provided that the soliciting party did not instruct such agency to target such person specifically, (ii) who initiates discussions relationship with the soliciting party regarding such employment on his or her own initiative and without direct solicitation by the soliciting party Company or its representatives or (iii) at any time after the date of such person’s termination of employment or services by a member of the Manitex Group without causeSubsidiaries.
Appears in 2 contracts
Samples: Non Competition, Non Solicitation and Confidentiality Agreement, Non Competition, Non Solicitation and Confidentiality Agreement (Triple-S Management Corp)
Non-Solicitation. (a) During the period commencing on Effective Time and concluding on the one-year anniversary thereof, Manitex Seller agrees that neither for a period of one (1) year from and after the Closing Date it nor any member shall not, and it shall cause and each of the Manitex Group shallits Subsidiaries not to, without ASV’s the prior written consentconsent of Purchaser, directly solicit to hire (or indirectly cause or seek to cause to leave the employ of Purchaser or any of its Subsidiaries) (including through a representative of a member of the Manitex Group) solicit for employment or to provide services (whether as a director, officer, employee, consultant or temporary employeei) any person Transferred Employee or (ii) any Person employed by Purchaser or its Designee or any of their Subsidiaries who is at became known to or was identified to Seller or any Subsidiary thereof in connection with the transactions contemplated by this Agreement, unless, in the case of clause (i) or (ii) above, such time, Person ceased to be an employee of Purchaser or who at any time during the three-month period its Subsidiaries prior to such time had been, employed action by or providing services to ASV (whether as a director, officer, employee, consultant or temporary employee), except that this Section shall not preclude Manitex Seller or any other person from entering into discussions with or soliciting any person (i) who responds to any public advertisement or general solicitation; provided that Subsidiary, or, in the soliciting party did not instruct such agency to target such person specifically, (ii) who initiates discussions with the soliciting party regarding such employment on his or her own initiative and without direct solicitation by the soliciting party or its representatives, or (iii) at any time after the date case of such personPerson’s voluntary termination of employment with Purchaser or services any of its Subsidiaries, at least three (3) months prior to such action by ASV without causeSeller or any Subsidiary.
(b) During the period commencing on the Effective Time and concluding on the one-year anniversary thereof, ASV Purchaser agrees that for a period of one (1) year from and after the Closing Date it shall not, and it shall cause its Subsidiaries not to, without Manitex’s the prior written consentconsent of Seller, directly solicit to hire (or indirectly cause or seek to cause to leave the employ of Seller or any Subsidiary) (i) any Person is employed by Seller or any Subsidiary immediately following the Closing or (ii) any Person employed by Seller and any Subsidiary who became known to or who was identified to Purchaser or any of its Designees in connection with the transactions contemplated by this Agreement (including through any Person involved in the provision of services, with respect to whom the restriction set forth in this Section 6.9(b) shall apply for a representative ASVperiod of three (3) solicit for employment months following the Closing), unless, in the case of clause (i) or (ii) above, such Person ceased to provide services (whether as a director, officer, employee, consultant be an employee of Seller or temporary employee) any person who is at such time, or who at any time during the three-month period Subsidiary prior to such time had been, employed action by or providing services to a member of the Manitex Group, except that this Section shall not preclude ASV Purchaser or any other person from entering into discussions with or soliciting any person (i) who responds to any public advertisement or general solicitation; provided that of its Subsidiaries, or, in the soliciting party did not instruct such agency to target such person specifically, (ii) who initiates discussions with the soliciting party regarding such employment on his or her own initiative and without direct solicitation by the soliciting party or its representatives or (iii) at any time after the date case of such personPerson’s voluntary termination of employment with Seller or services any Subsidiary, at least three (3) months prior to such action by a member Purchaser or any of its Subsidiaries.
(c) Notwithstanding the Manitex Group without causeforegoing, the restrictions set forth in Sections 6.9(a) and 6.9(b) shall not apply to bona fide public advertisements for employment placed by any party and not specifically targeted at the employees of any other party.
Appears in 1 contract
Non-Solicitation. (a) During From the period commencing on Effective Time and concluding on date of this Agreement to the one-year anniversary thereof, Manitex agrees that neither it nor any member earlier of the Manitex Group shalltermination of this Agreement and the Closing, without ASV’s prior written consentnone of any Seller, Kxxxxxxxx, or AST, shall (and shall cause their respective (as applicable) directors, officers, employees, representatives, and agents not to), directly or indirectly indirectly:
(1) Solicit, encourage, or entertain inquiries or proposals for,
(2) Initiate or participate in discussions or negotiations with any Person concerning,
(3) Enter into any agreement or arrangement with respect to, or
(4) Provide any Person with non-public information in connection with, an acquisition of some or all of the Stock or AST’s properties or assets, an acquisition of an equity interest in AST (including through a representative of a member of the Manitex Group) solicit for employment or to provide services (whether as a director, officer, employee, consultant or temporary employee) from any person who is at such timeSeller), or who at any time during the three-month period prior to such time had been, employed by a merger or providing services to ASV (whether as a director, officer, employee, consultant or temporary employee)business combination involving AST, except that as contemplated by this Section shall not preclude Manitex or any other person from entering into discussions with or soliciting any person Agreement (i) who responds to any public advertisement or general solicitation; provided that the soliciting party did not instruct such agency to target such person specifically, (ii) who initiates discussions with the soliciting party regarding such employment on his or her own initiative and without direct solicitation by the soliciting party or its representatives, or (iii) at any time after the date of such person’s termination of employment or services by ASV without causean “Acquisition Proposal”).
(b) During the period commencing on the Effective Time and concluding on the one-year anniversary thereof, ASV agrees that it shall not, without Manitex’s prior written consent, directly or indirectly (including through a representative ASV) solicit for employment or to provide services (whether as a director, officer, employee, consultant or temporary employee) any person who is at such time, or who at any time during the three-month period prior to such time had been, employed by or providing services to a member of the Manitex Group, except that this Section shall not preclude ASV or any other person from entering into discussions with or soliciting any person (i) who responds to any public advertisement or general solicitation; provided that the soliciting party did not instruct such agency to target such person specifically, (ii) who initiates discussions with the soliciting party regarding such employment on his or her own initiative and without direct solicitation by the soliciting party or its representatives or (iii) at any time after From the date of such person’s this Agreement to the earlier of the termination of employment this Agreement and the Closing, each Seller, Kxxxxxxxx, and AST shall notify WT promptly, and in any event within one business day, if:
(1) They receive (or services by any of their respective (as applicable) directors, officers, employees, representatives, or agent receives) an Acquisition Proposal (including the terms of any such Acquisition Proposal);
(2) A Person requests information from them (or any of their respective (as applicable) directors, officers, employees, representatives, or agents) relating to an actual or potential Acquisition Proposal; or
(3) A Person seeks to initiate negotiations or discussions reasonably likely to result in an Acquisition Proposal.
(c) Each Seller, Kxxxxxxxx, and AST shall (and shall ensure that their respective (as applicable) directors, officers, employees, representatives and agents shall) immediately end any activities (including discussions or negotiations with any Persons) conducted before the date of this Agreement with respect to an Acquisition Proposal and use all commercially reasonable efforts to have these Persons promptly return all materials that any Seller, Kxxxxxxxx, or AST (or any of their respective (as applicable) directors, officers, employees, representatives, or agents) gave them.
(d) None of any Seller, Kxxxxxxxx, or AST shall (and shall ensure that their respective (as applicable) directors, officers, employees, representatives, and agents shall not) amend, waive, or terminate, or otherwise release a member of the Manitex Group without causePerson from, a standstill, confidentiality, or similar agreement relating to AST or its business.
Appears in 1 contract
Non-Solicitation. (a) During the [DELETED]
(b) For a period of two (2) years commencing on Effective Time the Closing Date (the “Restricted Period”), Seller shall not, and concluding on the one-year anniversary thereof, Manitex agrees that neither it nor shall not permit any member of the Manitex Group shall, without ASV’s prior written consentits Affiliates to, directly or indirectly (including through a representative of a member of the Manitex Group) indirectly, hire or solicit for employment or to provide services (whether as a director, officer, employee, consultant or temporary employee) any person who is at such time, was employed or who otherwise engaged by Buyer at any time during the threeone-month year period prior to such time had been, employed by the Closing or providing services to ASV (whether as a director, officer, employee, consultant or temporary employee), except that this Section shall not preclude Manitex or any other person from entering into discussions with or soliciting any person (i) who responds to any public advertisement or general solicitation; provided that during the soliciting party did not instruct such agency to target such person specifically, (ii) who initiates discussions with the soliciting party regarding such employment on his or her own initiative and without direct solicitation by the soliciting party or its representativesRestrictive Period, or (iii) at encourage any time after the date of such person’s termination of employee to leave employment or services by ASV without causewith Buyer.
(bc) During the period commencing on the Effective Time and concluding on the one-year anniversary thereofRestricted Period, ASV agrees that it Buyer shall not, without Manitex’s prior written consentand shall not permit its Affiliates to, directly or indirectly (including through a representative ASV) indirectly, hire or solicit for employment or to provide services (whether as a director, officer, employee, consultant or temporary employee) any person who is was employed or otherwise engaged by Seller at such time, or who the Facility at any time during the threeone-month year period prior to the Closing or during the Restrictive Period, or encourage any such time had been, employed by or providing services employee to a member leave employment with Seller.
(d) Notwithstanding the foregoing restrictions of the Manitex Group, except that this Section 6.04, neither party shall be prohibited from soliciting or hiring by means of a general advertisement not preclude ASV directed at any particular individual. Examples of permitted activities hereunder include job postings on the internet or any other person from entering into discussions with through job search portals, contacts through job fairs, conventions or soliciting any person (i) who conferences, or instances where an employee responds to any public advertisement of the foregoing.
(e) Each party acknowledges that a breach or general solicitation; provided threatened breach of this Section 6.04 would give rise to irreparable harm to the other party, for which monetary damages would not be an adequate remedy, and each party hereby agrees that, in the event of a breach or a threatened breach by such party or any of its Affiliates of any such obligations, the non-breaching party shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to seek equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond or to prove actual damages in connection with the seeking to obtain any such injunctive or other equitable relief). Each party covenants and agrees that, subject to Section 9.13 hereof, it will not seek to challenge the enforceability of the covenants contained in this Section 6.04, nor will it assert as a defense to any Action seeking enforcement of the provisions contained in this Section 6.04 (including an Action seeking injunctive relief) that such provisions are not enforceable due to lack of sufficient consideration received by it.
(f) Each party acknowledges that the soliciting party did not instruct such agency restrictions contained in this Section 6.04 are reasonable and necessary to target such person specifically, (ii) who initiates discussions with protect the soliciting party regarding such employment on his or her own initiative and without direct solicitation by the soliciting party or its representatives or (iii) at any time after the date of such person’s termination of employment or services by a member legitimate interests of the Manitex Group without causeother party and constitute a material inducement to the other party to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 6.04 should ever be adjudicated to exceed the time, geographic, product or service or other limitations permitted by applicable Law in any jurisdiction, then, subject to Section 9.13 hereof, any court with jurisdiction afforded hereunder is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service or other limitations permitted by applicable Law. The covenants contained in this Section 6.04 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction.
Appears in 1 contract
Samples: Asset Purchase Agreement (Bellicum Pharmaceuticals, Inc)
Non-Solicitation. (ai) During For a period of two years after the period commencing on Effective Time date hereof, the Purchaser will not, and concluding on the one-year anniversary thereof, Manitex agrees that neither it nor any member of the Manitex Group shall, without ASV’s prior written consentwill cause its Affiliates not to, directly or indirectly (including through a representative by way of a member recommendations from Xxxx), solicit any employee of the Manitex Group) solicit Seller or any of its Affiliates for employment or to provide services in any other capacity (whether including as an independent contractor or consultant) with the Purchaser or the Company; provided that nothing in this Section 7.06(c)(i) will prohibit the Purchaser or any of its Affiliates from: (A) publishing or posting a director, officer, employee, consultant or temporary employee) any person who is at such timegeneral posting of open positions in the course of normal hiring practices that are not specifically sent to, or who at do not specifically target, the employees of the Seller Parties or their Affiliates; (B) placing a general advertisement with respect to open positions that is not specifically sent to, and does not specifically target, the employees of the Seller Parties or their Affiliates; (C) engaging an employee recruiter to fill open positions, so long as such recruiter is not specifically asked or engaged by the Purchaser or any time during of its Affiliates to target the three-month period prior to employees of the Seller Parties or any of their Affiliates and so long as such time had been, employed by or providing services to ASV (whether as a director, officer, employee, consultant or temporary employee), except that recruiter has been advised of the restrictions contained in this Section shall 7.06(c). Xxxx and all Persons controlled by him (other than the Excluded Xxxx Affiliates) will be bound by this Section 7.06(c) to the same extent as the Purchaser. Notwithstanding the foregoing, the provisions of this Section 7.06(c) will not preclude Manitex apply to Xxxxxxx and will apply to the Excluded Xxxx Affiliates only if Xxxx is actively involved in the decision-making process of any of the Excluded Xxxx Affiliates to take any action that would constitute a breach of this Section 7.06(c) if such actions were taken by the Purchaser.
(ii) For a period of two years after the date hereof, the Seller or any of its Affiliates will not directly or indirectly solicit any employee of the Company or any of its Affiliates for employment or in any other capacity (including as an independent contractor or consultant) with the Seller; provided that nothing in this Section 7.06(c)(ii) will prohibit the Seller from: (A) publishing or posting a general posting of open positions in the course of normal hiring practices that are not specifically sent to, or do not specifically target, the employees of the Company or its Affiliates; (B) placing a general advertisement with respect to open positions that is not specifically sent to, and does not specifically target, the employees of the Company or its Affiliates; (C) engaging an employee recruiter to fill open positions, so long as such recruiter is not specifically asked or engaged by the Seller Parties or any of their Affiliates to target the employees of the Company or any of its Affiliates and so long as such recruiter has been advised of the restrictions contained in this Section 7.06(c)(ii). (d) If any covenant in this Section 7.06 is found to be invalid, void or unenforceable in any situation in any jurisdiction by a final determination of a court or any other person from entering into discussions with or soliciting any person Governmental Authority of competent jurisdiction, the Parties agree that: (i) who responds to such determination will not affect the validity or enforceability of (A) the offending term or provision in any public advertisement other situation or general solicitationin any other jurisdiction or (B) the remaining terms and provisions of this 32 Section 7.06 in any situation in any jurisdiction; provided that the soliciting party did not instruct such agency to target such person specifically, (ii) who initiates discussions with the soliciting party regarding offending term or provision will be reformed rather than voided and the court or Governmental Authority making such employment on his determination will have the power to reduce the scope, duration or her own initiative and without direct solicitation by the soliciting party geographical area of any invalid or its representativesunenforceable term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable provision, in order to render the restrictive covenants set forth in this Section 7.06 enforceable to the fullest extent permitted by applicable Law; and (iii) at any time after the date of such person’s termination of employment or services by ASV without cause.
(b) During the period commencing on the Effective Time and concluding on the one-year anniversary thereof, ASV agrees that it shall not, without Manitex’s prior written consent, directly or indirectly (including through a representative ASV) solicit for employment or to provide services (whether as a director, officer, employee, consultant or temporary employee) any person who is at such time, or who at any time during the three-month period prior to such time had been, employed by or providing services to a member of the Manitex Group, except that restrictive covenants set forth in this Section shall not preclude ASV or any other person from entering into discussions with or soliciting any person (i) who responds to any public advertisement or general solicitation; provided that the soliciting party did not instruct such agency to target such person specifically, (ii) who initiates discussions with the soliciting party regarding such employment on his or her own initiative and without direct solicitation by the soliciting party or its representatives or (iii) at any time after the date of such person’s termination of employment or services by a member of the Manitex Group without cause7.06 will be enforceable as so modified.
Appears in 1 contract
Samples: Purchase and Sale Agreement
Non-Solicitation. (a) During From the period commencing on Effective Time and concluding on date of this Agreement through the one-year second anniversary thereofof the Closing Date, Manitex the Sellers’ Representative agrees that neither it nor any member will not, and will cause its Affiliates not to, without the prior written consent of the Manitex Group shallBuyer, without ASV’s prior written consenthire, directly offer to hire or indirectly (including through a representative solicit the employment of a member any of the Manitex Groupindividuals set forth on Schedule I who are identified as holding options on such schedule (a “Restricted Employee”); provided, however, that notwithstanding anything to the contrary contained in this Section 8.16, the Sellers’ Representative may (without being deemed to have breached any provision of this Section 8.16), and may permit their Affiliates to, (a) place public advertisements or conduct any other form of general solicitation which is not specifically targeted at any Restricted Employee (provided that Seller may only hire a Restricted Employee Table of Contents who responds to such advertisements or solicitation), (b) engage any recruiting firm or similar organization to identify or solicit individuals for employment employment, as long as such recruiting firm or organization is not instructed by the Sellers’ Representative to provide services (whether as a director, officer, employee, consultant or temporary employee) target any person who is at such timeRestricted Employee, or who (c) other than pursuant to clause (i), hire any Restricted Employee at any time during the three-month period prior to such time had been, employed by or providing services to ASV (whether as a director, officer, employee, consultant or temporary employee), except that this Section shall not preclude Manitex or any other person from entering into discussions with or soliciting any person (i) who responds to any public advertisement or general solicitation; provided that the soliciting party did not instruct such agency to target such person specifically, (ii) who initiates discussions with the soliciting party regarding such employment on his or her own initiative and without direct solicitation by the soliciting party or its representatives, or (iii) at any time more than 90 days after the date Company Group terminates the employment of such person’s termination of employment or services by ASV without causeRestricted Employee.
(b) During From the period commencing on date of this Agreement through the Effective Time and concluding on second anniversary of the one-year anniversary thereofClosing Date, ASV each Seller agrees that it shall such Seller will not, without Manitex’s prior written consentand will cause its respective Affiliates not to, knowingly, directly or indirectly (including through a representative ASV) solicit for employment or to provide services (whether as a directorindirectly, officer, employee, consultant or temporary employee) any person who is at such time, or who at any time during the three-month period prior to such time had been, employed by or providing services to a member of the Manitex Group, except that this Section shall not preclude ASV or any other person from entering into discussions with or soliciting any person (i) who responds solicit, induce, or attempt to solicit or induce, any public advertisement franchisees, developers, suppliers or general solicitation; provided that landlords of the soliciting party did not instruct such agency Company Group (each a “Supplier”) to target such person specificallyterminate his, her or its respective relationship with the Company Group, as the case may be, for the purpose of associating with or becoming a franchisee, developer, supplier or landlord to either of the Sellers or their respective Affiliates, or (ii) who initiates discussions otherwise knowingly solicit, induce, or attempt to solicit or induce, any such Supplier to terminate his, her or its respective relationship with the soliciting party regarding such employment on his Company Group for any other purpose or her own initiative and without direct solicitation by the soliciting party or its representatives or (iii) at any time after the date of such person’s termination of employment or services by a member of the Manitex Group without causefor no purpose whatsoever.
Appears in 1 contract
Non-Solicitation. From the Execution Date until the later of (a) During two (2) years following the termination of this Agreement pursuant to Section 12.01 and (b) two (2) years following the Closing (such period commencing on Effective Time referenced in the foregoing clauses (a) and concluding on (b), the one-year anniversary thereof“Purchaser Restricted Period”), Manitex agrees that neither it nor any member of Purchasers agree that, during the Manitex Group shallPurchaser Restricted Period, each Purchaser shall not, and each Purchaser shall cause its Affiliates and subsidiaries not to, without ASV’s the prior written consentconsent of South Central Seller, directly or indirectly indirectly, hire or solicit to hire (including through a representative or otherwise cause or seek to cause to leave the employ of a member Cleco Group LLC or any if its subsidiaries) any Person employed by Cleco Group LLC or any of their subsidiaries (other than the Acquired Companies) as of the Manitex GroupClosing Date other than the Business Employees. Notwithstanding the foregoing, the restrictions set forth in this Section 7.08 shall not apply to (i) solicit soliciting (or subsequently hiring) any such Persons pursuant to a bona fide general public advertisements for employment placed by Purchasers or to provide services (whether as a director, officer, employee, consultant an Affiliate thereof and not directly or temporary employee) any person who is indirectly targeted by Purchasers or an Affiliate thereof or at such time, or who the direction of Purchasers at any time during the three-month period prior to such time had been, employed by or providing services to ASV (whether as a director, officer, employee, consultant or temporary employee), except that this Section shall not preclude Manitex or any other person from entering into discussions with employees of Cleco Group LLC and/or their subsidiaries or soliciting any person (i) who responds to any public advertisement such Persons after their termination of employment with Cleco Group LLC or general solicitation; provided that the soliciting party did not instruct such agency to target such person specificallyits applicable subsidiary, (ii) the hiring by Purchasers or an Affiliate thereof of any individuals employed by Cleco Group LLC or its subsidiaries as of the Closing Date who initiates discussions are no longer employed by Cleco Group LLC (so long as none of Purchasers, their Affiliates or their respective Representatives have directly solicited such former Cleco Group LLC or subsidiary employee, or otherwise directed or encouraged such former Cleco Group LLC or subsidiary employee to terminate its employment with the Cleco Group LLC or applicable subsidiary), (iii) soliciting party regarding such employment on (or subsequently hiring) any personnel who spend more than fifty percent (50%) of his or her own initiative and without direct solicitation by time providing services on behalf of South Central Seller or an Affiliate thereof to the soliciting party or its representativesAcquired Companies, or (iiiiv) at any time after the date of such person’s termination of employment soliciting (or services by ASV without cause.
(b) During the period commencing on the Effective Time and concluding on the one-year anniversary thereof, ASV agrees that it shall not, without Manitex’s prior written consent, directly or indirectly (including through a representative ASV) solicit for employment or to provide services (whether as a director, officer, employee, consultant or temporary employeesubsequently hiring) any person who is at such time, personnel that spend more than fifty percent (50%) of his or who at any her time during the three-month period prior to such time had been, employed by or providing services to the Acquired Companies or the Purchasers pursuant to the Transition Services Agreement or Other Services Agreement. If a member court or tribunal of competent jurisdiction determines that any term or provision contained in this Section 7.08 is invalid or unenforceable, then South Central Seller and Purchasers agree that the court or tribunal will have the power to reduce the scope, duration or geographic area of the Manitex Groupterm or provision, except to delete specific words or phrases or to replace any invalid or unenforceable term or provision with a term or provision that this Section shall not preclude ASV or any other person from entering into discussions with or soliciting any person (i) who responds is valid and enforceable and that comes closest to any public advertisement or general solicitation; provided that expressing the soliciting party did not instruct such agency to target such person specifically, (ii) who initiates discussions with the soliciting party regarding such employment on his or her own initiative and without direct solicitation by the soliciting party or its representatives or (iii) at any time after the date of such person’s termination of employment or services by a member intention of the Manitex Group without causeinvalid or unenforceable term or provision; provided, that any such reduction, deletion or replacement shall only be to the extent necessary to render such term or provision valid and enforceable.
Appears in 1 contract
Non-Solicitation. (a) During the period commencing on Effective as of the Operative Time and concluding on the onetwo-year anniversary thereof, Manitex Flex agrees that neither it nor any member of the Manitex Flex Group shall, without ASVNextracker’s prior written consent, directly or indirectly (including through a representative of a member of the Manitex Group) indirectly, solicit for employment or solicit to provide services (whether as a director, officer, employee, consultant or temporary employee) to any person who is at such time, or who at any time during the three-month period prior to such time had been, employed by or providing services to ASV (whether as a director, officer, employee, consultant or temporary employee), except that this Section shall not preclude Manitex or any other person from entering into discussions with or soliciting any person (i) who responds to any public advertisement or general solicitation; provided that the soliciting party did not instruct such agency to target such person specifically, (ii) who initiates discussions with the soliciting party regarding such employment on his or her own initiative and without direct solicitation by the soliciting party or its representatives, or (iii) at any time after the date of such person’s termination of employment or services by ASV without cause.
(b) During the period commencing on the Effective Time and concluding on the one-year anniversary thereof, ASV agrees that it shall not, without Manitex’s prior written consent, directly or indirectly (including through a representative ASV) solicit for employment or to provide services (whether as a director, officer, employee, consultant or temporary employee) any person who is at such time, or who at any time during the threesix-month period prior to such time had been, employed by or providing services to a member of the Manitex GroupNextracker Group (whether as a director, officer, employee, consultant or temporary employee) (“Covered Nextracker Person”), except that this Section 5.12(a) shall not preclude ASV any member of the Flex Group or any other person from entering into discussions with or soliciting any person Covered Nextracker Person (i) who responds to any public advertisement or general solicitation; provided that the soliciting party did such advertisement or solicitation is not instruct such agency to target such person specificallytargeted towards Covered Nextracker Persons, or (ii) who initiates discussions with the soliciting party regarding such employment on his or her own initiative and without direct solicitation by the soliciting party or its representatives or (iii) at any time after the date of such personCovered Nextracker Person’s termination of employment or services by a member of the Manitex Nextracker Group without cause.
(b) During the period commencing as of the Operative Time and concluding on the two-year anniversary thereof, Nextracker agrees that neither it nor any member of the Nextracker Group shall, without Flex’s prior written consent, directly or indirectly, solicit for employment or solicit to provide services (whether as a director, officer, employee, consultant or temporary employee) to any person who is at such time, or who at any time during the six-month period prior to such time had been, employed by or providing services to a member of the Flex Group (whether as a director, officer, employee, consultant or temporary employee) (“Covered Flex Person”), except that this Section 5.12(b) shall not preclude any member of the Nextracker Group or any other person from entering into discussions with or soliciting any Covered Flex Person (i) who responds to any public advertisement or general solicitation; provided that such advertisement or solicitation is not targeted towards Covered Flex Persons, or (ii) at any time after the date of such Covered Flex Person’s termination of employment or services by a member of the Flex Group without cause.
(c) Each Party agrees in good faith to extend or reduce the foregoing non-solicitation periods as shall be necessary, whether pursuant to an amendment of this Agreement or otherwise, such that, the foregoing non-solicitation periods shall end as of such time that is one year after the IPO Effective Date.
(d) Each Party hereto acknowledges and agrees that (i) injury to the employing Party from any breach by another Party of the obligations set forth in this Section 5.12 would be irreparable and impossible to measure, and (ii) the remedies at Law for any breach or threatened breach of this Section 5.12, including monetary damages, would therefore be inadequate compensation for any loss, and the employing Party shall have the right to specific performance and injunctive or other equitable relief in accordance with this Section 5.12, in addition to any and all other rights and remedies at Law or in equity, and all such rights and remedies shall be cumulative. Each Party understands and acknowledges that the restrictive covenants and other agreements contained in this Section 5.12 are an essential part of this Agreement and the transactions contemplated hereby. It is the intent of the Parties that the provisions of this Section 5.12 shall be enforced to the fullest extent permissible under applicable Law applied in each jurisdiction in which enforcement is sought. If any particular provision or portion of this Section 5.12 shall be adjudicated to be invalid or unenforceable, such provision or portion thereof shall be deemed amended to the minimum extent necessary to render such provision or portion valid and enforceable, such amendment to apply only with respect to the operation of such provision or portion thereof in the particular jurisdiction in which such adjudication is made or otherwise applies.
Appears in 1 contract
Non-Solicitation. (a) During the period commencing on Effective Time and concluding on the one-year anniversary thereof, Manitex Agilent agrees that neither for a period of two (2) years from and after the Separation Date it nor shall not, and it shall cause each of its Affiliates not to (and shall not encourage or assist any member of the Manitex Group shallits Affiliates to), without ASV’s the prior written consentconsent of Verigy, directly or indirectly indirectly, solicit to hire (including through a representative or cause or seek to cause to leave the employ of a member Agilent or any of the Manitex Groupits Affiliates) solicit for employment or to provide services (whether as a director, officer, employee, consultant or temporary employeei) any person who is at Verigy Transferred Employee or (ii) any other Verigy Employee, unless in each case such time, Person ceased to be an employee of Verigy or who at any time during the three-month period its Affiliates prior to such time had been, employed action by or providing services to ASV (whether as a director, officer, employee, consultant or temporary employee), except that this Section shall not preclude Manitex Agilent or any other person from entering into discussions with or soliciting any person (i) who responds to any public advertisement or general solicitation; provided that of its Affiliates, or, in the soliciting party did not instruct such agency to target such person specifically, (ii) who initiates discussions with the soliciting party regarding such employment on his or her own initiative and without direct solicitation by the soliciting party or its representatives, or (iii) at any time after the date case of such personPerson’s voluntary termination of employment with Verigy or services any of its Affiliates, at least three (3) months prior to such action by ASV without causeAgilent or any of its Affiliates to the extent allowable under Applicable Local Law.
(b) During the period commencing on the Effective Time and concluding on the one-year anniversary thereof, ASV Verigy agrees that for a period of two (2) years from and after the Separation Date it shall not, and it shall cause its Affiliates not to (and shall not encourage or assist any of its Affiliates to), without Manitex’s the prior written consentconsent of Agilent, directly or indirectly indirectly, solicit to hire (including through a representative ASV) solicit for employment or cause or seek to provide services (whether as a director, officer, employee, consultant cause to leave the employ of Agilent or temporary employeeany if its Affiliates) any person who is at Agilent Employee or any Person that it or they know to be employed by Agilent or any of its Affiliates unless such time, Person ceased to be an employee of Agilent or who at any time during the three-month period such Subsidiary prior to such time had beenaction by Verigy or any of its Affiliates, employed or, in the case of such Person’s voluntary termination of employment with Agilent or any of its Affiliates, at least three (3) months prior to such action by Verigy or providing services any of its Affiliates to a member of the Manitex Groupextent allowable under Applicable Local Law.
(c) Notwithstanding the foregoing, except that this Section the restrictions set forth in Sections 10.7(a) and 10.7(b) shall not preclude ASV or any other person from entering into discussions with or soliciting any person apply to (i) who responds to bona fide public advertisements for employment placed by any public advertisement Party and not specifically targeted at the employees of any other Party, or general solicitation; provided that the soliciting party did not instruct such agency to target such person specifically, (ii) any employee who initiates discussions with is not a manager or an individual contributor who is engaged in the soliciting party regarding such employment on his design of Semiconductor Test Systems or her own initiative and without direct solicitation by the soliciting party or its representatives or (iii) at any time after the date of such person’s termination of employment or services by a member of the Manitex Group without causeprocesses.
Appears in 1 contract
Samples: Employee Matters Agreement (Agilent Technologies Inc)
Non-Solicitation. (a) During For a period of two (2) years following the period commencing on Effective Time and concluding on the one-year anniversary thereofClosing Date, Manitex agrees that neither it nor any member of the Manitex Group shall, without ASV’s prior written consenta Seller shall not, directly or indirectly indirectly, except on behalf of Parent, Buyer or the Surviving Company (including through a representative of a member of the Manitex Groupi) solicit for employment to hire, hire or to provide services (employ, whether as a an employee, director, officer, employeecontractor, consultant or temporary employee) otherwise, any person who Representatives, consultants, contractors or agents of Parent, Buyer, the Company, the Surviving Company or any of their Affiliates, or directly encourage any such Person to terminate his her or its engagement with Parent, Buyer, the Company, the Surviving Company or any of their Affiliates; provided, however, that any solicitation in the form of a general advertisement or solicitation program, which is not specifically targeted at such timeindividuals or group of individuals, or who at the hiring of any time during the three-month period prior to such time had been, employed by or providing services to ASV (whether as a director, officer, employee, consultant or temporary employee), except that this Section shall not preclude Manitex or any other person from entering into discussions with or soliciting any person (i) individual who responds to any public such general advertisement or general solicitation; provided that solicitation or hiring any individual terminated by Parent, Buyer, the soliciting party did Company, the Surviving Company or any of their Affiliates, shall not instruct such agency be deemed to target such person specifically, (ii) who initiates discussions with the soliciting party regarding such employment on his or her own initiative and without direct solicitation by the soliciting party or its representatives, or (iii) at any time after the date be a breach of such person’s termination of employment or services by ASV without causethis Section 6.4(a).
(b) During For a period of two (2) years following the period commencing on Closing Date, none of Parent, Buyer or the Effective Time and concluding on the one-year anniversary thereof, ASV agrees that it shall not, without Manitex’s prior written consentSurviving Company shall, directly or indirectly indirectly, (including through a representative ASVi) solicit for employment to hire, hire or to provide services (employ, whether as a an employee, director, officer, employeecontractor, consultant or temporary employee) otherwise, any person who Representatives, consultants, contractors or agents of any of the Sellers or their Affiliates, or directly encourage any such Person to terminate his, her or its engagement with any of the Sellers or their Affiliates; provided, however, that any solicitation in the form of a general advertisement or solicitation program, which is not specifically targeted at such timeindividuals or group of individuals, or who at the hiring of any time during the three-month period prior to such time had been, employed by or providing services to a member of the Manitex Group, except that this Section shall not preclude ASV or any other person from entering into discussions with or soliciting any person (i) individual who responds to any public such general advertisement or general solicitation; provided solicitation or hiring any individual terminated by a Seller or any of their Affiliates, shall not be deemed to be a breach of this Section 6.4(b).
(c) Each Party acknowledges that a breach or threatened breach of Section 6.4(a) or Section 6.4(b) would give rise to irreparable harm to non-breaching Party, for which monetary damages would not be an adequate remedy, and hereby agrees that in the event of a breach or a threatened breach by such Party of any such obligations in Section 6.4(a) or Section 6.4(b), each non-breaching Party shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond).
(d) Each Party acknowledges that the soliciting party did not instruct such agency restrictions contained in Section 6.4(a) or Section 6.4(b) are reasonable and necessary to target such person specifically, (ii) who initiates discussions with protect the soliciting party regarding such employment on his or her own initiative and without direct solicitation by the soliciting party or its representatives or (iii) at any time after the date of such person’s termination of employment or services by a member legitimate interests of the Manitex Group without causeother applicable Parties and constitute a material inducement to the Parties to enter into this Agreement and consummate the Transactions. In the event that any covenant contained in Section 6.4(a) or Section 6.4(b) should ever be adjudicated to exceed the time or other limitations permitted by applicable Legal Requirement in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time or other limitations permitted by applicable Legal Requirements.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Ascend Wellness Holdings, Inc.)
Non-Solicitation. (a) During Seller agrees that, for the period commencing on Effective Time and concluding beginning on the one-year Closing Date and ending on the second anniversary thereof, Manitex agrees that neither it nor any member of the Manitex Group shallClosing Date, without ASV’s prior written consentit shall not and shall cause its ERISA Affiliates not to, in any capacity, either separately, jointly or in association with others, directly or indirectly indirectly, employ or seek to employ any Transferred Employee who is then employed or retained by Buyer or its ERISA Affiliate (including through a representative of a member or who was so employed or retained at any time within six months prior to the date Seller or its ERISA Affiliate employs or seeks to employ such Person) or any Person who becomes an officer of the Manitex GroupCompany or a Subsidiary on or about the Closing Date (to the extent such person was so employed or retained at any time within six months prior to the date Seller or its ERISA Affiliate employs or seeks to employ such Person), provided that (i) solicit notwithstanding the foregoing, it shall not constitute a violation of this Section for Seller or its ERISA Affiliates to make a general solicitation for employment or to provide other services (whether as contained in a directornewspaper or other periodical or on the radio, officer, employee, consultant internet or temporary employee) any person who is at such time, or who at any time during the three-month period prior to such time had been, employed by or providing services to ASV (whether as a director, officer, employee, consultant or temporary employee), except that this Section shall not preclude Manitex or any other person from entering into discussions with or soliciting any person (i) who responds to any public advertisement or general solicitation; provided that the soliciting party did not instruct such agency to target such person specifically, similar media and (ii) who initiates discussions with from and after the soliciting party regarding first anniversary of the Closing Date, the prohibition set forth above against employing any such employment person shall not apply to the extent any such person contacts Seller or one of its ERISA Affiliates on his or her own initiative and without any direct solicitation or indirect request by the soliciting party or inducement from Seller or any of its representatives, or (iii) at any time after the date of such person’s termination of employment or services by ASV without causeERISA Affiliates.
(b) During Buyer agrees that, for the period commencing beginning on the Effective Time Closing Date and concluding ending on the one-year second anniversary thereofof the Closing Date, ASV agrees that it shall not, without Manitex’s prior written consentand shall cause its ERISA Affiliates not to, in any capacity, either separately, jointly or in association with others, directly or indirectly indirectly, employ or seek to employ any Person (including through other than a representative ASVTransferred Employee) solicit who is employed or retained by Seller or its ERISA Affiliate (or who was so employed or retained at any time within six months prior to the date Buyer or its ERISA Affiliate employs or seeks to employ such Person) and who was employed by Seller or its ERISA Affiliate within the six-month period (inclusive) ending on the Closing Date, provided that (i) notwithstanding the foregoing, it shall not constitute a violation of this Section for Buyer or its ERISA Affiliate to make a general solicitation for employment or to provide other services (whether as contained in a directornewspaper or other periodical or on the radio, officer, employee, consultant internet or temporary employee) any person who is at such time, or who at any time during the three-month period prior to such time had been, employed by or providing services to a member of the Manitex Group, except that this Section shall not preclude ASV or any other person from entering into discussions with or soliciting any person (i) who responds to any public advertisement or general solicitation; provided that the soliciting party did not instruct such agency to target such person specifically, similar media and (ii) who initiates discussions with from and after the soliciting party regarding first anniversary of the Closing Date, the prohibition set forth above against employing any such employment person shall not apply to the extent any such person contacts Buyer or one of its ERISA Affiliates on his or her own initiative without any direct or indirect request by or inducement from Buyer or any of its ERISA Affiliates. For the avoidance of doubt, this provision would prohibit Buyer and without direct solicitation by its ERISA Affiliates from employing or seeking to employ an Employee who terminates one month prior to the soliciting party or its representatives or (iii) at any time Closing Date, and such prohibition would apply until the expiration of five months after the date of such person’s termination of employment Closing Date. Notwithstanding the foregoing or services by a member anything else contained in this Agreement, Buyer and its ERISA Affiliates may seek to employ and employ any individuals listed on Section 5.24(b) of the Manitex Group without causeSeller Disclosure Schedule.
Appears in 1 contract
Samples: Agreement of Merger (Hawaiian Telcom Communications, Inc.)
Non-Solicitation. In consideration of the Purchaser entering into this Agreement, the Sellers agree that for a period of nine (9) months from and after the applicable Closing Date, without the prior written consent of the Purchaser (which consent may not be unreasonably withheld, conditioned or delayed), the Sellers shall not, and shall not authorize or direct any of their Affiliates to, directly or indirectly, contact, approach or solicit for the purpose of offering employment, or hire, any Transferred Employees; provided that it shall not be a breach of this Section 5.16 for the Sellers or their Affiliates to, directly or indirectly, (a) During the period commencing on Effective Time and concluding contact, approach or solicit any Transferred Employee through general advertisements in newspapers and/or other media of general circulation (including advertisements posted on the one-year anniversary thereofinternet), Manitex agrees job fairs or other similar general solicitation that neither it nor in each case do not target any member of Transferred Employee or the Manitex Group shallBusiness or, without ASV’s prior written consentif the Sellers have complied with this Section 5.16, directly hire any Transferred Employee that responds thereto, (b) engage any recruiting firm or indirectly (including through a representative of a member of the Manitex Group) similar organization to identify or solicit persons for employment on the Sellers’ or their Affiliates’ behalf (or, if the Sellers have complied with this Section 5.16, hire any such Transferred Employee that responds thereto), as long as such recruiting firm or organization is instructed not to provide services target any Transferred Employee or the Business or (whether as a directorc) with respect to any Transferred Employee whose employment or engagement shall have been terminated (i) by such Transferred Employee, officersolicit or, employee, consultant or temporary employee) any person who is at such time, or who at any time during following the three-six (6) month period prior to anniversary of such time had beentermination, employed by or providing services to ASV (whether as a director, officer, employee, consultant or temporary employee), except that if the Sellers have complied with this Section shall not preclude Manitex 5.16, hire such Transferred Employee or any other person from entering into discussions with or soliciting any person (i) who responds to any public advertisement or general solicitation; provided that the soliciting party did not instruct such agency to target such person specifically, (ii) who initiates discussions with the soliciting party regarding such employment on his or her own initiative and without direct solicitation by the soliciting party or its representativesPurchaser, or (iii) at any time after solicit or, if the date of such person’s termination of employment or services by ASV without cause.
(b) During the period commencing on the Effective Time and concluding on the one-year anniversary thereof, ASV agrees that it shall not, without Manitex’s prior written consent, directly or indirectly (including through a representative ASV) solicit for employment or to provide services (whether as a director, officer, employee, consultant or temporary employee) any person who is at such time, or who at any time during the three-month period prior to such time had been, employed by or providing services to a member of the Manitex Group, except that Sellers have complied with this Section shall not preclude ASV or any other person from entering into discussions with or soliciting any person (i) who responds to any public advertisement or general solicitation; provided that the soliciting party did not instruct 5.16, hire such agency to target such person specifically, (ii) who initiates discussions with the soliciting party regarding such employment on his or her own initiative and without direct solicitation by the soliciting party or its representatives or (iii) at any time after the date of such person’s termination of employment or services by a member of the Manitex Group without causeTransferred Employee.
Appears in 1 contract
Non-Solicitation. 1. IIS has invested significant resources in the hiring, education, development, and training of its employees. Accordingly, Client agrees that during the term of this Agreement, and for a period of twelve (12) months following the termination of this Agreement, Client will not directly or indirectly: (i) hire or employ any of IIS's employees, consultants, or staff; (ii) hire or employ any former employee of IIS unless such former employee has not been employed by IIS for at least six (6) months; (iii) make an offer to or solicit any of IIS's employees to terminate their employment with IIS; (iv) solicit or receive any services from any of IIS's employees excluding the services such employees are rendering to Client in connection with this Agreement; or (v) use, solicit, or receive the services of any former IIS employee if such employee leaves the employment of IIS and thereafter becomes employed by any third party that is rendering services to Client.
2. The parties agree that a breach of this provision will result in damages to IIS that are difficult to ascertain with certainty. Accordingly, in the event of a breach of this provision, IIS shall have the right to:
(a) During the period commencing on Effective Time and concluding on the one-year anniversary thereofApply for a temporary restraining order, Manitex agrees that neither it nor any member of the Manitex Group shalltemporary injunction, without ASV’s prior written consent, directly or indirectly (including through a representative of a member of the Manitex Group) solicit for employment or to provide services (whether as a director, officer, employee, consultant or temporary employee) any person who is at such timepermanent injunction, or who at other provisional remedy (collectively "Provisional Remedy") in any time during court or forum of its choosing. If IIS does choose to commence an action in court, the three-month period prior parties waive their right to such time had been, employed a trial by or providing services to ASV (whether as a director, officer, employee, consultant or temporary employee), except that this Section shall not preclude Manitex or any other person from entering into discussions with or soliciting any person (i) who responds to any public advertisement or general solicitation; provided that the soliciting party did not instruct such agency to target such person specifically, (ii) who initiates discussions with the soliciting party regarding such employment on his or her own initiative and without direct solicitation by the soliciting party or its representatives, or (iii) at any time after the date of such person’s termination of employment or services by ASV without cause.jury;
(b) During Receive fixed monetary damages for violation of this non-solicitation provision in the period commencing on amount of three (3) times the Effective Time and concluding on the one-year anniversary thereof, ASV agrees that it shall not, without Manitex’s prior written consent, directly or indirectly (including through a representative ASV) solicit for employment or to provide services (whether as a director, officer, employee, consultant or temporary employee) any person who is at such time, or who at any time during the three-month period prior annual salary IIS was paying to such time had been, employed employee(s) before a violation of this provision was discovered by IIS;
(c) Collect all costs and damages associated with a violation of this provision within two (2) weeks of a court's or providing services to a member arbitrator's finding/order that Client violated this non-solicitation provision (the "Finding"). The damages will be due even if there exists in such suit (or other action) issues that were not resolved by the Finding. Such damages shall be provable by affidavit of the Manitex Group, except that this Section shall not preclude ASV an IIS officer or any other person from entering into discussions employee with or soliciting any person pertinent knowledge. A Finding can be made following: (i) who responds to any public advertisement or general solicitationevidentiary hearing; provided that the soliciting party did not instruct such agency to target such person specifically, (ii) who initiates discussions with the soliciting party regarding such employment on his or her own initiative and without direct solicitation by the soliciting party or its representatives or any motion to dismiss; (iii) any hearing in connection with IIS's application for a Provisional Remedy; (iv) any motion for summary judgment; (v) a trial, arbitration, or other similar dispositive hearing; or (vi) at any other time after the date of such person’s termination of employment or services suit is initiated by a member of the Manitex Group without causeIIS.
Appears in 1 contract
Samples: Master Consulting Services Agreement (Integrated Information Systems Inc)
Non-Solicitation. 15.4.1 Each of the Sellers agrees and undertakes not to do any of the things set out in Clause 15.4.2, for a period of five years as from the Closing Date (athe “Non-Solicitation Period”), except with the Purchaser’s prior written consent (which consent shall not be unreasonably withheld or delayed), regardless of whether the Sellers are acting;
(i) directly or indirectly through Affiliated Companies, Related Individuals, or any other individuals, companies or other legal entities (excluding, for the avoidance of doubt, any of Gilde’s investors, limited partners or portfolio companies, to which the undertakings set forth in this Clause 15.4 shall not be applicable);
(ii) in their own capacity or as a director, manager, partner or shareholder of any company or any other legal entity, or as an employee, consultant or agent of any individual, company or other legal entity; or
(iii) in any other capacity and in any other manner whatsoever.
15.4.2 During the period commencing on Effective Time Non-Solicitation Period, none of the Sellers shall :
(i) induce or attempt to induce any employee of the Company and/or the Subsidiaries to leave his employment with the Company and/or one of the Subsidiaries, or in any way interfere with the relationship between the Company and/or the Subsidiaries and concluding on any of their employees;
(ii) recruit (or otherwise engage as an independent contractor or in any other capacity) any employee of the one-year anniversary thereofCompany and/or the Subsidiaries unless such person has been recruited or engaged in the absence of any solicitation from the Sellers, Manitex agrees provided that neither it nor the placing of an advertisement for a post available to any member of the Manitex Group shallpublic generally shall not constitute a solicitation for the purposes of the provision; or
(iii) induce or attempt to induce any director of the Company or the Subsidiaries or any person having a consultancy or similar agreement with the Company or the Subsidiaries to leave his/her position with the Company or any of the Subsidiaries or to terminate his/her agreement with the Company or any of the Subsidiaries, or in any way interfere with the relationship between the Company or any of the Subsidiaries and any of their directors or any of the persons referred to in this paragraph.
15.4.3 The non-solicitation undertakings set out in the Clause 15.4 are geographically limited those countries where the Company conducts business or has plans to conduct business until the Closing Date as exhaustively listed in Schedule 15.4.3.
15.4.4 The Sellers acknowledge that the provisions of this Clause 15.4 are reasonable and necessary to protect the legitimate interests of the Purchaser. However, if any of the provisions of this Clause 15.4 shall ever be held to exceed the limitations in duration, geographical area or scope or other limitations permitted by applicable law, they shall not be nullified but the Parties shall be deemed to have agreed to such provisions as conform with the maximum permitted by applicable law, and any provision of this Clause 15.4 exceeding such limitations shall be automatically amended accordingly.
15.4.5 If the Sellers infringed Clause 15.4, they shall pay to the Purchaser a lump sum not reducible of sixty thousand euro (EUR 60,000) per infringement, to be increased by six thousand euro (EUR 6,000) per day during which an infringement continues, without ASV’s prior written consentprejudice for the Purchaser to evidence that its actual damage, directly or indirectly (including through a representative of a member loss and/or costs exceed the abovementioned amounts, and to seek in front of the Manitex Group) solicit for employment or to provide services (whether as a director, officer, employee, consultant or temporary employee) any person who is at such time, or who at any time during the three-month period prior to such time had been, employed by or providing services to ASV (whether as a director, officer, employee, consultant or temporary employee), except that this Section shall not preclude Manitex or any other person from entering into discussions with or soliciting any person courts (i) who responds to any public advertisement or general solicitation; provided that the soliciting party did not instruct such agency to target such person specificallyhigher damages, and/or (ii) who initiates discussions with the soliciting party regarding such employment on his or her own initiative and without direct solicitation by the soliciting party or its representatives, or (iii) at any time after the date of such person’s termination of employment or services by ASV without causethese infringements.
(b) During the period commencing on the Effective Time and concluding on the one-year anniversary thereof, ASV agrees that it shall not, without Manitex’s prior written consent, directly or indirectly (including through a representative ASV) solicit for employment or to provide services (whether as a director, officer, employee, consultant or temporary employee) any person who is at such time, or who at any time during the three-month period prior to such time had been, employed by or providing services to a member of the Manitex Group, except that this Section shall not preclude ASV or any other person from entering into discussions with or soliciting any person (i) who responds to any public advertisement or general solicitation; provided that the soliciting party did not instruct such agency to target such person specifically, (ii) who initiates discussions with the soliciting party regarding such employment on his or her own initiative and without direct solicitation by the soliciting party or its representatives or (iii) at any time after the date of such person’s termination of employment or services by a member of the Manitex Group without cause.
Appears in 1 contract
Non-Solicitation. (a) During Except as permitted by this Section 6.04, the period commencing on Effective Time Company shall not, and concluding on the one-year anniversary thereofshall cause its Subsidiary not to, Manitex agrees that neither it nor any member of the Manitex Group shall, without ASV’s prior written consentand shall instruct its and their respective Representatives not to, directly or indirectly (including through a representative of a member of the Manitex Groupi) solicit for employment initiate, seek or to provide services (whether as a director, officer, employee, consultant or temporary employee) any person who is at such timesolicit, or who at knowingly encourage or facilitate (including by way of furnishing non-public information) or inquiries or the making or submission of any time during the three-month period prior proposal that constitutes, or would reasonably be expected to such time had beenlead to, employed by or providing services to ASV (whether as a director, officer, employee, consultant or temporary employee), except that this Section shall not preclude Manitex or any other person from entering into discussions with or soliciting any person (i) who responds to any public advertisement or general solicitationCompany Acquisition Proposal; provided that the soliciting party did not instruct such agency to target such person specifically, (ii) who initiates participate or engage in discussions (except to notify a Person that makes an inquiry or offer with respect to a Company Acquisition Proposal of the soliciting party regarding existence of the provisions of this Section 6.04 or to clarify whether any such employment on his inquiry, offer or her own initiative and without direct solicitation by proposal constitutes a Company Acquisition Proposal) or negotiations with, or disclose any non-public information or data relating to, the soliciting party Company or its representativesSubsidiary or afford access to the properties, books or records of the Company or its Subsidiary to any Person that has made or could reasonably be expected to make, an Acquisition Proposal; or (iii) at enter into any time agreement, including any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement or other similar agreement, whether or not binding, with respect to a Company Acquisition Proposal (other than an Acceptable Confidentiality Agreement permitted pursuant to this Section 6.04). The Company shall, and shall cause its Subsidiary to, and shall instruct its and their respective Representatives to, immediately cause to be terminated any solicitation, discussions or negotiations with or involving any Person (other than Parent and its Affiliates) conducted heretofore by the Company or any Subsidiary thereof or any of its or their respective Representatives, with respect to a Company Acquisition Proposal. The Company shall promptly discontinue access by any Person (other than Parent and its Affiliates) to any data room (virtual or otherwise) established by the Company or its Representatives for such purpose. Within two (2) Business Days from the Agreement Date, the Company shall request the return or destruction of all confidential, non-public information provided to Third Parties that have entered into confidentiality agreements with the Company or its Subsidiary or who have otherwise been provided with confidential, non-public information since January 1, 2022 relating to a Company Acquisition Proposal. Notwithstanding anything to the contrary in this Agreement, prior to obtaining the Company Stockholder Approval, the Company and the Company Board may take any actions described in clause (ii) of this Section 6.04(b) with respect to a Third Party if (x) the Company receives a written Company Acquisition Proposal from a Third Party and there has not been a material breach of this Section 6.04(a) and (y) such proposal constitutes and the Company Board determines in good faith, after consultation with its financial advisor and outside legal counsel, that such Company Acquisition Proposal constitutes or could reasonably be expected to lead to a Superior Proposal, and in such event, the date Company and its Representatives may (i) furnish, pursuant to an Acceptable Confidentiality Agreement, information (including non‑public information) with respect to the Company to the Person or group of Persons who has made such person’s termination Company Acquisition Proposal; provided, that the Company shall promptly provide to Parent any non‑public information concerning the Company that is provided to any Person given such access and was not previously provided to Parent or its Representatives and (ii) engage in or otherwise participate in discussions or negotiations with the Person or group of employment Persons making such Company Acquisition Proposal. Nothing contained in this Agreement, including this Section 6.04, shall restrict the Company or services by ASV without causethe Company Board from (i) taking and disclosing to the Company Stockholders a position with respect to a Company Acquisition Proposal pursuant to Rule 14d-9, Rule 14e-2(a) promulgated under the Exchange Act or (ii) making any legally required disclosure to the Company Stockholders (provided, that any such disclosure that would otherwise constitute a Company Adverse Recommendation Change shall be made only in accordance with Section 6.04(b) or Section 6.04(c), as applicable, it being understood and agreed that any such communication that reaffirms the Company Board Recommendation shall be deemed not to be a Company Adverse Recommendation Change).
(b) During Except as is set forth in this Section 6.04(b) and Section 6.04(c), neither the period commencing on Company Board nor any committee thereof may (i) withhold, withdraw, or publicly propose to withhold or withdraw the Effective Time Company Board Recommendation; or (ii) propose publicly to recommend, adopt or approve any Company Acquisition Proposal (any action described in this sentence being referred to as a “Company Adverse Recommendation Change”). For the avoidance of doubt, a change of the Company Board Recommendation to “neutral” shall constitute a Company Adverse Recommendation Change. Notwithstanding the foregoing, at any time prior to obtaining the Company Stockholder Approval, and concluding on subject to the oneCompany’s compliance in all material respects with the provisions of this Section 6.04, in response to a Company Acquisition Proposal that the Company Board has determined in its reasonable discretion is a Superior Proposal with respect to the Company that has not been withdrawn and there has not been a material breach of Section 6.04(a), (x) the Company Board may make such a Company Adverse Recommendation Change, and (y) the Company may terminate this Agreement and enter into a Specified Agreement with respect to a Superior Proposal, in either case of clauses (x) and (y), if and only if the Company Board has determined in good faith, after consultation with the Company’s outside legal counsel and financial advisor, that its failure to do so would be inconsistent with the fiduciary duties of the Company Board under applicable Law; provided, however, that the Company may not take any such action (A) until three (4) days after the Company provides written notice to Parent advising Parent that the Company Board has received a Superior Proposal, specifying the material terms and conditions of such Superior Proposal, identifying the Person or group making such Superior Proposal and including copies of all documents pertaining to such Superior Proposal (it being understood and agreed that any change to the financial or other material terms of a proposal that was previously the subject of a notice hereunder shall require a new notice as provided herein, but with respect to any such subsequent notices references to a “four (4) day period” shall be deemed references to a “two (2) day period”); and (B) if during such four (4) or two (2) day period, as applicable, Parent proposes any alternative transaction (including any modifications to the terms of this Agreement), unless the Company Board determines in good faith after consultation with its financial advisor and outside legal counsel, and after good faith negotiations between the Company and Parent (if such negotiations are requested by Parent) during such four (4) or two (2) day period, as applicable, (after and taking into account all financial, legal and regulatory terms and conditions of such alternative transaction proposal and expected timing of consummation and the relative risks of non-year anniversary consummation of the alternative transaction proposal and the Superior Proposal) that such Company Acquisition Proposal nonetheless continues to constitute a Superior Proposal.
(c) Notwithstanding the first sentence of Section 6.04(b), at any time prior to obtaining the Company Stockholder Approval, following any Company Intervening Event, the Company Board may make a Company Adverse Recommendation Change after the Company Board (i) determines in good faith after consultation with its outside legal counsel that the failure to make such a Company Adverse Recommendation Change in response to such Company Intervening Event would be inconsistent with its fiduciary obligations to Company Stockholders, (ii) determines in good faith that the reasons for making such Company Adverse Recommendation Change are independent of and unrelated to any pending Company Acquisition Proposal and (iii) provides written notice to Parent (a “Company Notice of Change”) advising Parent that the Company Board is contemplating making a Company Adverse Recommendation Change and specifying the material facts and information constituting the basis for such contemplated determination; provided, however, that (x) the Company Board may not make such a Company Adverse Recommendation Change until the fourth (4th) day after receipt by Parent of a Company Notice of Change and (y) during such four (4) day period, at the request of Parent, the Company shall negotiate in good faith with respect to any changes or modifications to this Agreement which would allow the Company Board not to make such a Company Adverse Recommendation Change in response to such Company Intervening Event, consistent with its fiduciary obligations to the Company Stockholders.
(d) The parties agree that in addition to the obligations of Parent and the Company set forth in clauses (a) through (d) of this Section 6.04, as promptly as practicable after receipt thereof, ASV and in any event within twenty-four (24) hours, the Company shall advise Parent in writing of any inquiry or discussions in which a Third Party indicated it might submit a Company Acquisition Proposal or any Company Acquisition Proposal and the terms and conditions of such Company Acquisition Proposal, and the Company shall promptly provide to Parent copies of any written materials received by the Company, in connection with such Company Acquisition Proposal and the identity of the Person or group making any such Company Acquisition Proposal. The Company agrees that it shall not, without Manitex’s prior written consent, directly simultaneously provide to Parent any non-public information concerning itself or indirectly its Subsidiary provided to any other Person or group in connection with any Company Acquisition Proposal which was not previously provided to Parent. The Company shall keep Parent promptly informed of the status of any Company Acquisition Proposals (including through a representative ASV) solicit for employment or the identity of the parties and any changes to provide services (whether as a director, officer, employee, consultant or temporary employee) any person who is at such timematerial terms and conditions thereof). The Company agrees not to release any Third Party from, or who at waive any time during provisions of, any confidentiality or standstill agreement to which it is a party or fail to enforce, to the three-month period prior fullest extent permitted under applicable Law, any such standstill or similar agreement to such time had been, employed by or providing services to which it is a member of the Manitex Group, except that this Section shall not preclude ASV or any other person from entering into discussions with or soliciting any person (i) who responds to any public advertisement or general solicitationparty; provided that the soliciting party did not instruct such agency Company shall be permitted to target such person specificallywaive, modify, amend or terminate any provision of any standstill agreement (iior similar agreement) who initiates discussions in order to permit a Person to make a Company Acquisition Proposal, if and only if the Company Board shall have determined in good faith (after consultation with outside legal counsel) that the failure to so waive, modify, amend or terminate would be inconsistent with the soliciting party regarding directors’ fiduciary duties under applicable Law and the Company provides prior written notice to Parent of its intent to take such employment on his action.
(e) Neither the Parent Board nor any committee thereof may withhold, withdraw, or her own initiative and without direct solicitation by publicly propose to withhold or withdraw the soliciting party or its representatives or Parent Board Recommendation (iii) at any time after action described in this sentence being referred to as a “Parent Adverse Recommendation Change”). For the date avoidance of such person’s termination of employment or services by doubt, a member change of the Manitex Group without causeParent Board Recommendation to “neutral” shall constitute a Parent Adverse Recommendation Change.
Appears in 1 contract
Non-Solicitation. (a) During the period commencing on Effective Time From and concluding on the one-year anniversary thereof, Manitex agrees that neither it nor any member of the Manitex Group shall, without ASV’s prior written consent, directly or indirectly (including through a representative of a member of the Manitex Group) solicit for employment or to provide services (whether as a director, officer, employee, consultant or temporary employee) any person who is at such time, or who at any time during the three-month period prior to such time had been, employed by or providing services to ASV (whether as a director, officer, employee, consultant or temporary employee), except that this Section shall not preclude Manitex or any other person from entering into discussions with or soliciting any person (i) who responds to any public advertisement or general solicitation; provided that the soliciting party did not instruct such agency to target such person specifically, (ii) who initiates discussions with the soliciting party regarding such employment on his or her own initiative and without direct solicitation by the soliciting party or its representatives, or (iii) at any time after the date of such person’s termination this Agreement, each of employment or services by ASV without cause.
(b) During the period commencing on Depositor, the Effective Time Seller, the Master Servicer, the Servicer and concluding on the one-year anniversary thereof, ASV Trustee agrees that it they will not take any action or permit or cause any action to be taken by any of its agents or affiliates, or by any independent contractors on any such party’s behalf, to personally, by telephone, by mail, or electronically by e-mail or through the internet or otherwise, to solicit any Mortgagor in any manner whatsoever, including but not limited to, soliciting a Mortgagor to prepay or refinance a Mortgage Loan; provided, however, that the Master Servicer shall notnot be held responsible for actions of the Custodian in violation of the foregoing. Furthermore, without Manitex’s prior written consentneither the Depositor, the Seller, the Master Servicer, the Servicer and the Trustee nor any of their affiliates shall directly or indirectly (including through provide information to any third-party for purposes of soliciting the Mortgagors related to the Mortgage Loans. It is understood that promotions undertaken by the Seller, the Master Servicer or any of either of their affiliates which are directed to the general public at large, including, without limitation, mass mailings based on mailing lists, newspaper, radio and television advertisements and not specifically directed to the mortgagors related to the Mortgage Loans shall not constitute a representative ASV) solicit for employment breach of this Section. From and after the Closing Date, the Master Servicer and the Servicer hereby agree that they will not take any action or permit or cause any action to provide services (whether as a director, officer, employee, consultant be taken by any of their agents or temporary employee) any person who is at such timeaffiliates, or who at by any time during independent contractors or independent mortgage brokerage companies on the three-month period prior Master Servicer’s or the Servicer’s behalf, to personally, by telephone or mail, solicit the Mortgagor under any Mortgage Loan for the purpose of refinancing such time had beenMortgage Loan; provided, employed that the Master Servicer and the Servicer may solicit any mortgagor for whom the Master Servicer and the Servicer have received a request for verification of mortgage, a request for demand for payoff, a Mortgagor initiated written or verbal communication indicating a desire to prepay the related Mortgage Loan, or the Mortgagor initiates a title search, provided further, it is understood and agreed that promotions undertaken by the Master Servicer or providing services to a member of the Manitex Group, except that this Section shall not preclude ASV Servicer or any other person from entering into discussions with or soliciting any person of their affiliates which (i) who responds to any public advertisement concern optional insurance products or general solicitation; provided that the soliciting party did not instruct such agency to target such person specifically, other additional projects or (ii) who initiates discussions with are directed to the soliciting party regarding such employment general public at large, including, without limitation, mass mailings based on his mailing lists, newspaper, radio and television advertisements shall not constitute solicitation nor is the Master Servicer or her own initiative and without direct solicitation the Servicer prohibited from responding to unsolicited requests or inquiries made by a Mortgagor or an agent of a Mortgagor. Notwithstanding the foregoing, the following solicitations, if undertaken by the soliciting party Master Servicer or its representatives the Servicer or any of their affiliates, shall not be prohibited: (iiii) solicitations that are directed to the general public at any time after large, including, without limitation, mass mailings based on mailing lists and newspaper, radio, television and other mass media advertisements and (ii) borrower messages included on, and statement inserts provided with, the date monthly statements sent to Mortgagors; provided, however, that similar messages and inserts are sent to the borrowers of such person’s termination of employment or services other mortgage loans serviced by a member of the Manitex Group without causeMaster Servicer and the Servicer.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Asset Backed Securities Corp)
Non-Solicitation. From the Closing Date until the second (a2nd) During the period commencing on Effective Time and concluding on the one-year anniversary thereof, Manitex agrees that neither it nor any member of the Manitex Group shallClosing Date, without ASV’s prior written consentSeller shall not and shall cause its controlled Affiliates not to, directly or indirectly indirectly, (i) solicit or encourage any Specified Employee or other employee of Parent or any of its Subsidiaries to terminate his or her employment with Parent or any of its Subsidiaries (including through a representative of a member of the Manitex GroupGroup Companies) solicit for employment or to provide services (whether as a directorii) hire or engage any Specified Employee or such other employee; provided, officerhowever, employee, consultant that the foregoing prohibitions in (i) and (ii) shall not (x) prevent Seller or temporary employee) its controlled Affiliates from soliciting or hiring any such person who is has resigned or been terminated by Parent or any of its Subsidiaries (including the Group Companies) after the Closing Date and at such time, or who at any time during the three-month period least ninety (90) days prior to such time had beensolicitation or (y) prevent Seller or its controlled Affiliates from making any general solicitation, employed by such as an advertisement in published media and/or through general mandates delivered through recruitment consultants, conducted in the Ordinary Course of Business and not directed specifically at such person(s). From the Closing Date until the second (2nd) anniversary of the Closing Date, no Buyer Party shall, and each Buyer Party shall cause its controlled Affiliates not to, directly or providing services to ASV (whether as a directorindirectly, officer, employee, consultant or temporary employee), except that this Section shall not preclude Manitex or any other person from entering into discussions with or soliciting any person (i) who responds solicit or encourage any executive officer of Seller or any Subsidiary thereof or other employee of Seller or any of its Subsidiaries (other than the Specified Employees) (each a “Retained Employee”) to terminate his or her employment with Seller or any public advertisement of its Subsidiaries or general solicitation; provided that the soliciting party did not instruct such agency to target such person specifically, (ii) who initiates discussions with hire or engage any such Retained Employee; provided, however, that the soliciting party regarding such employment on his or her own initiative and without direct solicitation by the soliciting party foregoing prohibitions shall not (A) prevent any Buyer Party or its representatives, controlled Affiliates from soliciting any such person who has resigned or (iii) at been terminated by Seller or any time of its Subsidiaries after the date of such person’s termination of employment or services by ASV without cause.
Closing Date and at least ninety (b90) During the period commencing on the Effective Time and concluding on the one-year anniversary thereof, ASV agrees that it shall not, without Manitex’s prior written consent, directly or indirectly (including through a representative ASV) solicit for employment or to provide services (whether as a director, officer, employee, consultant or temporary employee) any person who is at such time, or who at any time during the three-month period days prior to such time had been, employed by solicitation or providing services to a member of the Manitex Group, except that this Section shall not preclude ASV (y) prevent any Buyer Party or any other person of its controlled Affiliates from entering into discussions with or soliciting making any person (i) who responds to any public advertisement or general solicitation; provided that , such as an advertisement in published media and/or through general mandates delivered through recruitment consultants, conducted in the soliciting party did Ordinary Course of Business and not instruct directed specifically at such agency to target such person specifically, (ii) who initiates discussions with the soliciting party regarding such employment on his or her own initiative and without direct solicitation by the soliciting party or its representatives or (iii) at any time after the date of such person’s termination of employment or services by a member of the Manitex Group without causeperson(s).
Appears in 1 contract
Non-Solicitation. (a) During In order that the Summit Member(s) may have and enjoy the full benefit of their investment in the Company and in consideration of, among other things, the Capital Contributions provided by the Summit Member(s) in respect of their Class A Units pursuant to the Subscription Agreement, during the period commencing on Effective Time from the date of this Agreement through the later of (x) such time as the Rollover Members and concluding on their Permitted Transferees cease to own any Units; and (y) the one-year seventh anniversary thereof, Manitex agrees that neither it nor any member of the Manitex Group shallClosing Date (the “Non-Solicitation Period”), without ASV’s prior written consentno Rollover Member (or Permitted Transferee acquiring Units after the date hereof) will, and will cause each of its Affiliates and Family Affiliates not to:
(i) directly or indirectly (including through a representative of a member of the Manitex Group) solicit indirectly, either for employment or to provide services (whether as a directorhimself, officerherself, employee, consultant or temporary employee) any person who is at such time, or who at any time during the three-month period prior to such time had been, employed by or providing services to ASV (whether as a director, officer, employee, consultant or temporary employee), except that this Section shall not preclude Manitex itself or any other Person or entity, hire any of the officers or directors or other persons employed by the Summit Member(s), their respective Affiliates (including, for these purposes, the Company and its Subsidiaries) and their respective successors or assigns, or solicit or induce such persons to leave the employ of the Summit Member(s), their respective Affiliates (including, for these purposes, the Company and its Subsidiaries) or their respective successors or assigns (it being acknowledged that to the extent any such officer, director or other person is fired from entering into discussions with employment, this Section 6.1(a)(i) shall not apply to such officer, director or soliciting any person (i) who responds to any public advertisement or general solicitationother person); provided that the soliciting party did not instruct such agency to target such person specifically, or
(ii) who initiates discussions disparage the business of the Company, its Subsidiaries, the Summit Member(s) or any of their Affiliates in any way which could adversely affect the goodwill, reputation or business relationships of the foregoing with the soliciting party regarding such employment on his or her own initiative and without direct solicitation by the soliciting party or its representativespublic generally, or (iii) at with any time after the date of such person’s termination of employment their customers, suppliers or services by ASV without causeemployees.
(b) During the period commencing on the Effective Time Each Rollover Member (and concluding on the one-year anniversary thereof, ASV agrees that it shall not, without Manitex’s prior written consent, directly each Permitted Transferee acquiring Units from a Rollover Member (or indirectly (including through other Permitted Transferee of a representative ASVRollover Member) solicit for employment or to provide services (whether as a director, officer, employee, consultant or temporary employee) any person who is at such time, or who at any time during the three-month period prior to such time had been, employed by or providing services to a member of the Manitex Group, except that this Section shall not preclude ASV or any other person from entering into discussions with or soliciting any person (i) who responds to any public advertisement or general solicitation; provided that the soliciting party did not instruct such agency to target such person specifically, (ii) who initiates discussions with the soliciting party regarding such employment on his or her own initiative and without direct solicitation by the soliciting party or its representatives or (iii) at any time after the date hereof) acknowledges that the restrictions imposed by this Agreement are fully understood by such Person, are fair and reasonable, and will not preclude such Person from becoming gainfully employed following the execution of such person’s termination of employment or services by a member this Agreement.
(c) If any of the Manitex Group without causeprovisions of this Section 6.1 shall otherwise contravene or be invalid under the laws of any state or other jurisdiction where it is applicable but for such contravention or invalidity, such contravention or invalidity shall not invalidate all of the provisions of this Section 6.1, but rather this Section 6.1 shall be reformed and construed, insofar as the laws of that state or jurisdiction are concerned, as not containing the provision or provisions, but only to the extent that they are contravening or are invalid under the laws of that state or jurisdiction, and the rights and obligations created hereby shall be reformed and construed and enforced accordingly. In the event of a breach or violation by any Rollover Member (or Permitted Transferee acquiring Units from a Rollover Member (or other Permitted Transferee of a Rollover Member) after the date hereof) of this Section 6.1, the Company and any Summit Member shall have the right to pursue all legal remedies available at law, including under this Agreement, and, notwithstanding recovery of any such remedy, the Non-Solicitation Period as to such Seller shall be tolled until such breach or violation has been cured.
(d) Each Rollover Member (and each Permitted Transferee acquiring Units from a Rollover Member (or other Permitted Transferee of a Rollover Member) after the date hereof) acknowledges that the Company and each Summit Member will have no adequate remedy at law and may suffer irreparable damage if any Rollover Member (or Permitted Transferee acquiring Units from a Rollover Member (or other Permitted Transferee of a Rollover Member) after the date hereof) breaches or fails to perform any of their obligations in this Section 6.1. Accordingly, each Rollover Member (and each Permitted Transferee acquiring Units from a Rollover Member (or other Permitted Transferee of a Rollover Member) after the date hereof) agrees that each of the Company and each Summit Member shall have the right, in addition to any other rights which it may have, to specific performance and equitable injunctive relief if any Rollover Member (or other Permitted Transferee of a Rollover Member) after the date hereof) shall fail or threaten to fail to perform any of their obligations hereunder. In connection therewith, each Rollover Member (and each Permitted Transferee acquiring Units from a Rollover Member (or other Permitted Transferee of a Rollover Member) after the date hereof) waives the claim or defense that adequate remedy at law exists.
Appears in 1 contract
Samples: Limited Liability Company Agreement (B&H Contracting, L.P.)
Non-Solicitation. (a) During In consideration of the period commencing on Effective Time and concluding Award made to Participant under this Agreement, starting on the one-year anniversary thereofGrant Date and ending on the date that is exactly twelve (12) months after Participant's “Separation Date” (defined below), Manitex agrees that neither it nor any member of the Manitex Group shall, without ASV’s prior written consent, Participant shall not directly or indirectly (including through a representative recruit or solicit for hire, or hire, or assist in any manner in the recruitment, solicitation for hire or hiring, of a member any employee or officer of the Manitex Group) solicit for Company or any of its Subsidiaries or Affiliates in each case involving employment by any individual, business or to provide services (whether as a director, officer, employee, consultant entity other than the Company or temporary employee) any person who is at such timeone of its Subsidiaries or Affiliates, or who at in any time during the three-month period prior way induce any such employee or officer to such time had been, employed by or providing services to ASV (whether as a director, officer, employee, consultant or temporary employee), except that this Section shall not preclude Manitex or any other person from entering into discussions with or soliciting any person (i) who responds to any public advertisement or general solicitation; provided that the soliciting party did not instruct such agency to target such person specifically, (ii) who initiates discussions with the soliciting party regarding such employment on terminate his or her own initiative and without direct solicitation by employment with the soliciting party Company or any of its representativesSubsidiaries or Affiliates. For purposes of this Paragraph, or (iii) at any time after "Separation Date" means the date on which Participant's employment with the Company or one of such person’s termination its Subsidiaries or Affiliates terminates for any reason. The provisions of this Paragraph __ shall be in addition to, and shall not supersede or replace, the provisions of any employment or services by ASV without cause.
(b) During other agreement between Participant and the period commencing Company or any of its Subsidiaries or Affiliates that contains similar or additional restrictions on Participant. __. [INCLUDE THE FOLLOWING IF AWARD IS PERFORMANCE-BASED: Recoupment. If the Effective Time Securities and concluding on Exchange Commission adopts final rules under Section 954 of the oneXxxx-year anniversary thereofXxxxx Xxxx Street Reform and Consumer Protection Act that require, ASV agrees that it shall not, without Manitex’s prior written consent, directly or indirectly (including through a representative ASV) solicit for employment or to provide services (whether as a directorcondition to the Company’s continued listing on a national securities exchange (“Exchange”), officerthat the Company develop and implement a policy requiring the recovery of erroneously awarded compensation, employeeand such regulations are applicable to Participant and the Award granted pursuant to this Agreement, consultant or temporary employee) then the Award shall be subject to recoupment pursuant to the terms of the rules of the Securities and Exchange Commission and any person who is at such timeapplicable Exchange, or who at and any time during policy of the three-month period prior Company adopted in response to such time had been, employed by or providing services rules. The provisions of this Paragraph __ are in addition to a member the rights of the Manitex Group, except that this Company as set forth in Section shall not preclude ASV or any other person from entering into discussions with or soliciting any person (i14(h) who responds to any public advertisement or general solicitation; provided that the soliciting party did not instruct such agency to target such person specifically, (ii) who initiates discussions with the soliciting party regarding such employment on his or her own initiative and without direct solicitation by the soliciting party or its representatives or (iii) at any time after the date of such person’s termination of employment or services by a member of the Manitex Group without causePlan.]
Appears in 1 contract
Samples: Restricted Stock Unit Award Agreement (Progressive Corp/Oh/)
Non-Solicitation. From the date of this Agreement until the date that is [***] after the Closing Date:
(a) During the period commencing on Effective Time Seller and concluding on the one-year anniversary thereofParent shall not, Manitex agrees that neither it nor any member of the Manitex Group shall, without ASV’s prior written consentand shall cause their respective controlled Affiliates not to, directly or indirectly (including through a representative of a member of the Manitex Group) indirectly, solicit for employment or to provide services hire any individuals who are, (whether as a director, officer, employee, consultant or temporary employeei) any person who is at such time, or who at any time during from the three-month period prior to date of this Agreement until the date that is [***] after the Closing Date, employees of the Company in an [***] or (ii) employees of the Buyer or its Affiliates with whom such time had beenPersons first came into contact in connection with the negotiation and execution of this Agreement and the consummation of the transactions contemplated hereby; and
(b) the Buyer shall not, employed by and shall cause its controlled Affiliates (including the Company) not to, directly or providing services to ASV (whether as a directorindirectly, officersolicit for employment or hire any individuals who are, employee, consultant or temporary employee), except that this Section shall not preclude Manitex or any other person from entering into discussions with or soliciting any person (i) who responds at any time from the date of this Agreement until the date that is [***] after the Closing Date, employees of the Company to be transferred to Holdco or Olive in connection with the Restructuring Transactions that hold an [***] or (ii) employees of Parent, the Seller or their Affiliates (including any public advertisement employees of the Company to be transferred to Holdco or general solicitationOlive in connection with the Restructuring Transactions) with whom such Persons first came into contact in connection with the negotiation and execution of this Agreement and the consummation of the transactions contemplated hereby; provided that the soliciting party did not instruct such agency to target such person specifically, foregoing restrictions in clauses (iia) who initiates discussions with the soliciting party regarding such employment on his or her own initiative and without direct solicitation by the soliciting party or its representatives, or (iii) at any time after the date of such person’s termination of employment or services by ASV without cause.
(b) During shall not prohibit any Party or their respective Affiliates from (A) hiring any such employees who responds to a general solicitation to the period commencing on the Effective Time and concluding on the one-year anniversary thereof, ASV agrees that it shall not, without Manitex’s prior written consent, directly public or indirectly (including through a representative ASV) solicit for employment general advertising or to provide services (whether as a director, officer, employee, consultant or temporary employee) any person who is at such time, or who solicitation by search firms not specifically directed at any time during the three-month period such employees or (B) soliciting or hiring any employee who has ceased to be employed or retained by any Party at least [***] prior to such time had been, employed by or providing services to a member solicitation. Table of the Manitex Group, except that this Section shall not preclude ASV or any other person from entering into discussions with or soliciting any person (i) who responds to any public advertisement or general solicitation; provided that the soliciting party did not instruct such agency to target such person specifically, (ii) who initiates discussions with the soliciting party regarding such employment on his or her own initiative and without direct solicitation by the soliciting party or its representatives or (iii) at any time after the date of such person’s termination of employment or services by a member of the Manitex Group without causeContents THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
Appears in 1 contract
Samples: Limited Liability Company Interest Purchase Agreement (Oxford Immunotec Global PLC)
Non-Solicitation. (a) During This Paragraph 4 shall apply to you at any time that you hold the title of Vice President or higher.
(b) You agree that, during your employment and for a period commencing on Effective Time and concluding on of twelve (12) months from the one-year anniversary thereofdate your employment terminates for any reason, Manitex agrees that neither it nor any member you will not, without the prior written consent of the Manitex Group shallCompany or your Employer, without ASV’s prior written consentalone or together with other persons, on your own account or in partnership or conjunction with, through or on behalf of any agents, affiliates, intermediaries, joint ventures or alliances: (i) canvass or solicit, directly or indirectly (including other than through a representative of a member general solicitation that is not specifically directed to non-officers of the Manitex GroupCompany or any of its Subsidiaries) solicit for in the Restricted Area (as defined in Paragraph 6), the employment or engagement of, hire or employ, recruit, or in any way assist another in soliciting or recruiting the employment or engagement of, or otherwise induce or seek to provide services (whether as a directorinduce the resignation of, officer, employee, consultant or temporary employee) any person who is at such timethen or within the preceding twelve (12) months of the resignation, was an officer or who at any time during office-holder of the three-month period prior to such time had been, employed by or providing services to ASV (whether as a director, officer, employee, consultant or temporary employee), except that this Section shall not preclude Manitex Company or any other person from entering into discussions with or soliciting of its Subsidiaries (excluding any person (i) who responds to any public advertisement or general solicitationsuch officer whose employment was involuntarily terminated); provided that the soliciting party did not instruct such agency to target such person specifically, (ii) who initiates discussions with induce or seek to induce any officer or office-holder to be interested directly or indirectly in any Restricted Business (as defined in Paragraph 6) within the soliciting party regarding Restricted Area (as defined in Paragraph 6), whether or not such employment on person would thereby commit any breach of his contract of service or her own initiative and without direct solicitation by the soliciting party or its representatives, employment; or (iii) at canvass, entice away, or engage in the Solicitation of the Restricted Business (as defined in Paragraph 6) in the Restricted Area (as defined in Paragraph 6), of any time after Client in the date of such person’s Restricted Area (as defined in Paragraph 6), or any Client whom you have personally or directly dealt with in the (twelve) 12 months preceding the termination of your employment (or services by ASV without causeif the period of the
(c) Paragraph 4(b)(i) above shall be deemed to exclude the words “hire or employ” if your work location is in California or New York, and shall be construed and administered accordingly.
(bd) During the period commencing on the Effective Time and concluding on the one-year anniversary thereofFor purposes of this Paragraph 4, ASV agrees that it “officer” shall not, without Manitex’s prior written consent, directly or indirectly (including through a representative ASV) solicit for employment or to provide services (whether as a director, officer, employee, consultant or temporary employee) include any person who is at such timeholding a position title of Assistant Vice President or higher. Notwithstanding the foregoing, or who at any time during the three-month period prior to such time had been, employed by or providing services to this Paragraph 4 shall be inapplicable following a member of the Manitex Group, except that this Section shall not preclude ASV or any other person from entering into discussions with or soliciting any person (i) who responds to any public advertisement or general solicitation; provided that the soliciting party did not instruct such agency to target such person specifically, (ii) who initiates discussions with the soliciting party regarding such employment on his or her own initiative and without direct solicitation by the soliciting party or its representatives or (iii) at any time after the date of such person’s termination of employment or services by a member of the Manitex Group without causeChange in Control.
Appears in 1 contract
Samples: Restricted Stock Unit Award Agreement (State Street Corp)
Non-Solicitation. Executive shall not, during the Term and the Non-Solicitation Period (a) During the period commencing on Effective Time and concluding on the one-year anniversary thereof, Manitex agrees that neither it nor any member of the Manitex Group shall, without ASV’s prior written consentas hereinafter defined), directly or indirectly (including through a representative indirectly, either as an individual for Executive’s own account, or as an employee, agent, independent contractor or consultant of a or for any person or Legal Entity, or as an officer, director, stockholder, owner or member of any Legal Entity:
(1) call upon or solicit for the Manitex Grouppurpose of obtaining Business from any person or Legal Entity that is a customer of the Bank for which the Executive had responsibility, or with which the Executive had business-related contact on behalf of the Bank or a Subsidiary, or about which the Executive had access to Protected Confidential Information or Proprietary Information (a “Protected Customer”) during the two (2) year period prior to the termination date of the Executive's employment;
(2) divert or take away from the Bank or a Subsidiary any existing Business between the Bank or a Subsidiary, and a Protected Customer;
(3) call upon or solicit for the purpose of obtaining Business from any person or Legal Entity that directly or indirectly referred Business to the Bank or a Subsidiary, or with which the Executive had business-related contact, or about which the Executive had access to Proprietary Information (a “Protected Referral Source”), during the two (2) year period prior to the termination of Executive’s employment;
(4) divert or take away from the Bank or a Subsidiary any existing Business between the Bank or a Subsidiary, and a Protected Referral Source;
(5) solicit or induce any Protected Customer or Protected Referral Source to terminate or not renew or continue any Business with the Bank or any Subsidiary, or to terminate or not renew or continue any contractual relationship with the Bank or any Subsidiary;
(6) solicit for employment hire, or to provide services (whether as a director, officer, employee, consultant assist or temporary employee) cause any person who or Legal Entity with which Executive is at such timeaffiliated or associated in soliciting for hire, any person employed by the Bank or a Subsidiary on the termination date of the Executive’s employment, with whom the Executive had responsibility, or who at with whom the Executive had business-related contact, or about whom the Executive had Proprietary Information (a “Protected Employee”);
(7) solicit or induce any time during the three-month period prior Protected Employee to such time had been, employed by or providing services to ASV (whether as a director, officer, employee, consultant or temporary employee), except that this Section shall not preclude Manitex or any other person from entering into discussions with or soliciting any person (i) who responds to any public advertisement or general solicitation; provided that the soliciting party did not instruct such agency to target such person specifically, (ii) who initiates discussions with the soliciting party regarding such employment on terminate his or her own initiative and without direct solicitation by employment with the soliciting party Bank or its representativesany Subsidiary; or
(8) attempt to do, or (iii) at conspire with or aid and axxx others in doing or attempting to do, any time after the date of such person’s termination of employment or services by ASV without cause.
(b) During the period commencing on the Effective Time and concluding on the one-year anniversary thereof, ASV agrees that it shall not, without Manitex’s prior written consent, directly or indirectly (including through a representative ASV) solicit for employment or to provide services (whether as a director, officer, employee, consultant or temporary employee) any person who is at such time, or who at any time during the three-month period prior to such time had been, employed by or providing services to a member of the Manitex Group, except that this Section shall not preclude ASV or any other person from entering into discussions with or soliciting any person (i) who responds to any public advertisement or general solicitation; provided that the soliciting party did not instruct such agency to target such person specifically, (ii) who initiates discussions with the soliciting party regarding such employment on his or her own initiative and without direct solicitation by the soliciting party or its representatives or (iii) at any time after the date of such person’s termination of employment or services by a member of the Manitex Group without causeforegoing.
Appears in 1 contract
Non-Solicitation. (a) During the period commencing on Effective Time and concluding on the one-year anniversary thereof, Manitex agrees that neither it Neither Purchaser nor any member of its Affiliates (excluding Gilat Israel and its officers and directors, but including the Manitex Group shall, without ASV’s prior written consentofficers and directors of Purchaser and its other Affiliates) will, directly or indirectly indirectly, through any directors, officers, employees, agents, representatives or otherwise, solicit, initiate, facilitate or encourage (including through a representative by way of a member of the Manitex Group) solicit for employment furnishing or to provide services (whether as a director, officer, employee, consultant or temporary employeedisclosing non-public information) any person who is at such timeinquiries or the making of any proposal with respect to any merger, consolidation or who at any time during other business combination involving Purchaser or its subsidiaries or the three-month period prior to such time had been, employed by or providing services to ASV (whether as a director, officer, employee, consultant or temporary employee), except that this Section shall not preclude Manitex acquisition of all or any other person from entering into significant assets or capital stock of or by Purchaser and its subsidiaries (a "Transaction Proposal") or negotiate, explore or otherwise engage in discussions with any Person (other than Gilat Israel or soliciting any person (iSeller and its representatives) who responds with respect to any public advertisement Transaction Proposal or general solicitation; provided that enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the soliciting party did not instruct such agency to target such person specifically, (ii) who initiates discussions with the soliciting party regarding such employment on his or her own initiative and without direct solicitation by the soliciting party or its representatives, or (iii) at any time after the date of such person’s termination of employment or services by ASV without causetransactions contemplated hereby.
(b) During Notwithstanding the period commencing on provisions of Section 6.6(a) hereof, in the Effective Time and concluding on event that prior to the one-year anniversary thereofconsummation of the Sale, ASV agrees the Board of Directors of Purchaser determines in good faith, after consultation with outside counsel, that it is necessary to respond to an Unsolicited Superior Proposal (as defined below) in order to comply with its fiduciary duties to Purchaser's stockholders under applicable Law, the Board of Directors of Purchaser may (subject to this and the following sentences) (x) withdraw or modify its approval or recommendation of the Sale, this Agreement and the other transactions contemplated hereby, or (y) approve or recommend an Unsolicited Superior Proposal or terminate this Agreement (and concurrently with or after such termination, if it so chooses, cause Purchaser to enter into any agreement with respect to any Unsolicited Superior Proposal), but in each of the cases set forth in this clause (y), no action shall notbe taken by Purchaser pursuant to clause (y) until a time that is after the fifth (5th) business day following Seller's receipt of written notice advising Seller that the Board of Directors of Purchaser has received an Unsolicited Superior Proposal, without Manitex’s prior written consentspecifying the material terms and conditions of such Unsolicited Superior Proposal and identifying the Person making such Unsolicited Superior Proposal, directly or indirectly to the extent such identification of the Person making such proposal does not breach the fiduciary duties of the Board of Directors as advised by outside legal counsel and; provided, that if the Board of Directors takes any action pursuant to the foregoing clauses (x) and (y), Purchaser shall within two (2) business days of such action, pay Seller an amount equal to 3% of the consideration payable by Purchaser under Section 2.1 hereof and reimburse Gilat Israel, Seller and the Company for any of their out of pocket expenses (including through without limitation fees and expenses of outside professionals) by wire transfer of immediately available funds to an account specified by Seller. For purposes of this Agreement, an "Unsolicited Superior Proposal" means any bona fide, unsolicited, written proposal made by a representative ASVthird party to enter into an agreement with respect to a Transaction Proposal on terms that the Board of Directors of Purchaser determines in its good faith judgment (after consultation with outside counsel and a financial advisor of nationally recognized reputation) solicit for employment or to provide services be more favorable to Purchaser's stockholders (whether including Gilat Israel, but solely in its capacity as a directorstockholder) than the Sale and the other transactions contemplated hereby.
(c) In addition to the obligations of Purchaser set forth in paragraphs (a) and (b) of this Section 6.6, officerPurchaser shall immediately advise Seller orally and in writing of any request for information or of any Transaction Proposal, employeethe material terms and conditions of such request or Transaction Proposal, consultant and to the extent such disclosure is not a breach of the fiduciary duties of the Board of Directors as advised by outside legal counsel, the identity of the Person making such request or temporary employeeTransaction Proposal.
(d) any person who is at such timeNothing contained in this Section 6.6 shall prohibit Purchaser from taking and disclosing to its stockholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act, or who at from making any time during disclosure to Purchaser's stockholders if, in the three-month period prior to such time had been, employed by or providing services to a member good faith judgment of the Manitex GroupBoard of Directors of Purchaser, after consultation with outside counsel, failure to disclose would be inconsistent with its fiduciary duties to Purchaser's stockholders under applicable law; provided, however, that neither Purchaser nor its Board of Directors nor any committee thereof shall, except that as permitted by Section 6.6, withdraw or modify, or propose publicly to withdraw or modify, its position with respect to this Section shall not preclude ASV Agreement or any the Sale and the other person from entering into discussions with transactions contemplated hereby or soliciting any person (i) who responds approve or recommend, or propose publicly to any public advertisement approve or general solicitation; provided that the soliciting party did not instruct such agency to target such person specificallyrecommend, (ii) who initiates discussions with the soliciting party regarding such employment on his or her own initiative and without direct solicitation by the soliciting party or its representatives or (iii) at any time after the date of such person’s termination of employment or services by a member of the Manitex Group without causean Transaction Proposal.
Appears in 1 contract
Samples: Acquisition Agreement (Rstar Corp)
Non-Solicitation. (a) During the period commencing on Effective Time Each Stockholder shall not and concluding on the one-year anniversary thereof, Manitex agrees that neither it nor any member of the Manitex Group shall, without ASV’s prior written consent, shall not authorize or permit its representatives to directly or indirectly (i) solicit, initiate, knowingly encourage, or knowingly facilitate (including through a representative by way of a member of the Manitex Group) solicit for employment or to provide services (whether as a director, officer, employee, consultant or temporary employeefurnishing non-public information) any person who is at such timeinquiries or the making or submission of, any offer, proposal or who at any time during the three-month period prior indication of interest that constitutes or would reasonably be expected to such time had been, employed by or providing services lead to ASV (whether as a director, officer, employee, consultant or temporary employee), except that this Section shall not preclude Manitex or any other person from entering into discussions with or soliciting any person (i) who responds to any public advertisement or general solicitation; provided that the soliciting party did not instruct such agency to target such person specificallyan Acquisition Proposal, (ii) who initiates participate or engage in any discussions with the soliciting party regarding such employment on his or her own initiative and without direct solicitation by the soliciting party or its representativesnegotiations with, or disclose or provide any non-public information or data relating to the Company or any Company Subsidiary or afford access to the properties, assets, books or records or employees of the Company or any Company Subsidiary to any Third Party relating to, or that would reasonably be expected to lead to, an Acquisition Proposal, (iii) at accept, approve, endorse or recommend an Acquisition Proposal or (iv) enter into any time after agreement, arrangement, undertaking, contract, commitment or understanding (including any agreement in principle or letter of intent or understanding) with respect to or contemplating an Acquisition Proposal; provided however that, with respect to an Acquisition Proposal that the date Company Board of Directors has determined to constitute, or be likely to lead to, a Superior Proposal in accordance with Section 5.2(b) of the Merger Agreement, the Stockholder may (A) furnish information with respect to the Company and Company Subsidiaries to a Third Party in connection with such person’s termination Acquisition Proposal; provided, that a copy of employment all such information is delivered simultaneously to Parent to the extent it has not previously been so furnished to Parent and (B) participate in discussions or services by ASV without causenegotiations with such Third Party regarding such Acquisition Proposal, in each case if and only to the extent the Company is engaged in such activities with such Third Party in compliance with the terms of the Merger Agreement.
(b) During It is understood that this Section 6 limits the period commencing on rights of each Stockholder only to the Effective Time and concluding on the one-year anniversary thereofextent that such Stockholder is acting in such Stockholder’s capacity as a Stockholder. Nothing herein shall be construed as preventing a Stockholder, ASV agrees that it shall not, without Manitex’s prior written consent, directly or indirectly (including through a representative ASV) solicit for employment or to provide services (whether as a director, officerofficer or employee of a Stockholder or Affiliate of a Stockholder, employee, consultant or temporary employee) any person who is at an officer or director of the Company from fulfilling the obligations of such timeoffice (including the performance of obligations required by the fiduciary obligations of such Stockholder, or who at any time during the three-month period prior to such time had beendirector, employed by officer or providing services to employee of a member Stockholder or Affiliate of the Manitex Groupa Stockholder, except that this Section shall not preclude ASV or any other person from entering into discussions with or soliciting any person (i) who responds to any public advertisement or general solicitation; provided that the soliciting party did not instruct such agency to target such person specifically, (ii) who initiates discussions with the soliciting party regarding such employment on acting solely in his or her own initiative and without direct solicitation by the soliciting party capacity as an officer or its representatives or (iii) at any time after the date of such person’s termination of employment or services by a member director of the Manitex Group without causeCompany).
Appears in 1 contract
Samples: Tender and Stockholder Support Agreement (Hewlett Packard Co)
Non-Solicitation. (a) During Until the period commencing on Effective Time and concluding on later of [***]*, neither the one-year anniversary thereof, Manitex agrees that neither it Purchaser nor any member of the Manitex Group subsidiary or Affiliate thereof shall, without ASV’s prior written consent, directly or indirectly (including through a representative of a member of the Manitex Group) indirectly, solicit for employment or to provide services (whether hire any personnel or employees of the Company or any of its subsidiaries, with whom the Purchaser has had contact, so long as a director, officer, employee, consultant or temporary employee) any person who is at such time, or who at any time during the three-month period prior to such time had been, they are employed by or providing services to ASV (whether as a directorthe Company, officerprovided, employee, consultant or temporary employee), except that this Section shall the foregoing will not preclude Manitex prohibit the Purchaser or any other person subsidiary or Affiliate of the Purchaser from entering into discussions with or soliciting employing any person such person:
(i) whose employment has been terminated by the Company, -------- * Confidential information has been omitted.
(ii) who responds to any public advertisement a general solicitation for employment contained in a newspaper, trade publication or general solicitationother periodical; provided that the soliciting party did not instruct such agency to target such person specifically, or
(iiiii) who initiates discussions with contacts the soliciting party regarding such employment Purchaser or any subsidiary or Affiliate of the Purchaser on his or her own initiative and without any direct or indirect solicitation by the soliciting party Purchaser or its representatives, any subsidiary or (iii) at any time after Affiliate of the date of such person’s termination of employment or services by ASV without causePurchaser.
(b) During Until the period commencing on later of [***]*, neither the Effective Time and concluding on the one-year anniversary thereof, ASV agrees that it shall not, without Manitex’s prior written consentCompany nor any subsidiary or Affiliate thereof shall, directly or indirectly (including through a representative ASV) indirectly, solicit for employment or to provide services (whether hire any of the personnel or employees of the Purchaser or any of its subsidiaries, with whom the Company has had contact, so long as a director, officer, employee, consultant or temporary employee) any person who is at such time, or who at any time during the three-month period prior to such time had been, they are employed by the Purchaser, provided, that the foregoing will not prohibit the Company or providing services to a member any subsidiary or Affiliate of the Manitex Group, except that this Section shall not preclude ASV or Company from employing any other person from entering into discussions with or soliciting any person such person:
(i) whose employment has been terminated by the Purchaser;
(ii) who responds to any public advertisement a general solicitation for employment contained in a newspaper, trade publication or general solicitationother periodical; provided that the soliciting party did not instruct such agency to target such person specifically, or
(iiiii) who initiates discussions with contacts the soliciting party regarding such employment Company or any subsidiary or Affiliate of the Company on his or her own initiative and without any direct or indirect solicitation by the soliciting party Company or its representatives any subsidiary or (iii) at any time after the date of such person’s termination of employment or services by a member Affiliate of the Manitex Group without causeCompany.
(c) Without limitation of the foregoing, this provision will not prohibit general public solicitations or solicitations made by recruiting representatives of either party who have not been involved in the relationship between the Company and the Purchaser, who are not under the direction of anyone involved in that relationship, and whose recruiting efforts are not based upon information received as a result of that relationship. For purposes of this Section, "Affiliate" does not include General Atlantic Partners and its Affiliates.
Appears in 1 contract
Non-Solicitation. For so long as any Investor holds any Shares and for the twenty-four (a24) During months thereafter:
(i) Such Investor shall not, and shall cause each of its Affiliates and representatives (to the period commencing extent acting on Effective Time such Investor’s behalf) not to, without the prior written consent of the Company, and concluding on except, to the one-year anniversary thereofextent applicable, Manitex agrees that neither it nor any in the furtherance of such Investors duties as an employee, board member of the Manitex Group shall, without ASV’s prior written consentCompany or its Subsidiaries, directly or indirectly indirectly, (including through a representative of a member i) recruit or otherwise solicit, encourage, seek to persuade or induce any employee of the Manitex GroupCompany or any of its Subsidiaries (each a “Company Employee” and collectively, the “Company Employees”) solicit to terminate his or her employment with the Company or any of its Subsidiaries, or hire any such Company Employee, or (ii) solicit, encourage, seek to persuade or induce any independent contractor (other than any attorney, regulatory advisor, accountant, investment banker, broker or similar outside advisor, or actuary, IT service provider or cybersecurity service provider to the Company or its Affiliates) providing services to the Company or any of its Subsidiaries to terminate or diminish his or her relationship with them, or hire any such independent contractor; provided, however, that nothing in this Section 4(a) shall prohibit such Investor or any of his, her or its Affiliates or representatives from (A) conducting generalized searches for employees through the use of bona fide public advertisements in the media or any recruitment efforts conducted by any recruitment agency, in each case that are not specifically targeted at Company Employees or independent contractors of the Company or its Subsidiaries or (B) taking any of the actions otherwise restricted by this Section 4(a)(i), in respect of any Company Employee who has not been employed with the Company or its Subsidiaries at any point during the six (6)-month period preceding the taking of such action or any independent contractor who has not provided services to the Company or its Subsidiaries at any point during the six (6)-month period preceding the taking of such action.
(ii) Each Investor hereby agrees not to bring, commence or institute any action or proceeding (derivative or otherwise) in law or in equity in any court or before any governmental entity, against the Company or any of its Affiliates or any of their respective successors or assigns or any other Person challenging the validity of, or seeking to enjoin the operation of, any provision of this Section 4(a).
(iii) Each Investor acknowledges that such Investor has carefully read and considered all the terms and conditions of this Agreement, including the restraints imposed upon such Investor pursuant to this Section 4(a). The restrictions and covenants set forth in this Section 4(a) are in addition to any other obligations that such Investor may have to the Company and any of its Affiliates, including any obligations set forth in such Investor’s employment agreement, if applicable, with the Company or any of its Affiliates, any award agreement with respect to provide services (whether as a directorequity in the Company or any of its Affiliates, officerand any agreement entered into in connection with the Purchase Agreement. Each Investor agrees that the restraints set forth in this Section 4(a) are necessary for the reasonable and proper protection of the Company and its Affiliates and their confidential or proprietary information or data, employee, consultant customer and supplier relations, the general goodwill of their business and other legitimate interests of the Company and its Subsidiaries, and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area, and that these restraints, individually or temporary employeein the aggregate, will not prevent (in the case such Investor is an individual) any person who is at such time, or who at any time Investor from obtaining other suitable employment during the three-month period prior to in which such time had been, employed by or providing services to ASV (whether as a director, officer, employee, consultant or temporary employee), except that this Section shall not preclude Manitex or any other person from entering into discussions with or soliciting any person (i) who responds to any public advertisement or general solicitation; provided that the soliciting party did not instruct such agency to target such person specifically, (ii) who initiates discussions with the soliciting party regarding such employment on his or her own initiative and without direct solicitation Investor is bound by the soliciting party or restraints. Each Investor acknowledges that each of these covenants has a unique, substantial and immeasurable value to the Company and its representatives, or Affiliates and that such Investor (iiiin the case such Investor is an individual) at any time after the date of has sufficient assets and skills to provide a livelihood while such person’s termination of employment or services by ASV without causecovenants remain in force.
(biv) During Notwithstanding any provision to the period commencing on the Effective Time and concluding on the one-year anniversary thereofcontrary herein, ASV agrees that it shall not, without Manitex’s prior written consent, directly or indirectly (including through a representative ASV) solicit for employment or to provide services (whether as a director, officer, employee, consultant or temporary employee) any person who is at such time, or who at any time during the three-month period prior to such time had been, employed by or providing services to a member each of the Manitex GroupCompany, except that the Tiptree Investors and the Warburg Investors may pursue, at their respective sole discretion, enforcement of this Section shall not preclude ASV or any other person from entering into discussions with or soliciting any person (i) who responds to any public advertisement or general solicitation; provided that the soliciting party did not instruct such agency to target such person specifically, (ii) who initiates discussions with the soliciting party regarding such employment on his or her own initiative and without direct solicitation by the soliciting party or its representatives or (iii) at any time after the date of such person’s termination of employment or services by a member of the Manitex Group without cause4(a).
Appears in 1 contract
Non-Solicitation. (a) During From the period commencing on Effective Time Closing Date until the date that is two (2) years after the Closing Date, Seller and concluding on the one-year anniversary thereof, Manitex agrees that neither it nor any member of the Manitex Group shallits Subsidiaries will not directly or indirectly, without ASV’s the prior written consentconsent of Purchaser, solicit any Transferred Employee for employment by Seller or its Subsidiaries. Nothing herein shall prevent Seller or any current or future Affiliate of Seller from (x) advertising to the general public any employment opportunities, whether through general newspaper or online advertisement, third-party recruiters, and other general non-targeted recruitment techniques (which advertisements are not targeted at Transferred Employees), (y) hiring any Transferred Employees who respond to such general advertising or who independently seek employment with Seller, in either case, without any solicitation prohibited by this covenant, or (z) soliciting and/or hiring a Transferred Employee whose employment was terminated by Purchaser or an Affiliate of Purchaser.
(b) From the Closing Date until the date that is two (2) years after the Closing Date, Purchaser and its Subsidiaries will not directly or indirectly (including through a representative indirectly, without the prior written consent of a member of the Manitex Group) Seller, solicit for employment by Purchaser or to provide services (whether as a director, officer, employee, consultant or temporary employee) any person who is at such time, or who at any time during the three-month period prior to such time had been, employed by or providing services to ASV (whether as a director, officer, employee, consultant or temporary employee), except that this Section shall not preclude Manitex or any other person from entering into discussions with or soliciting any person its Subsidiaries (i) any Business Employee listed on Section 2.10(a) of the Seller Disclosure Schedule who responds to any public advertisement or general solicitation; provided that the soliciting party did is not instruct such agency to target such person specificallya Transferred Employee, (ii) who initiates discussions with the soliciting party regarding such employment on his or her own initiative and without direct solicitation by the soliciting party any employee of Seller or its representativesSubsidiaries listed on Schedule 5.8(b), or (iii) any employee of Seller or its Subsidiaries with whom Purchaser had substantive discussions related to the Transactions after the Agreement Date but prior to the Closing. Nothing herein shall prevent Purchaser or any current or future Affiliate of Purchaser from (x) advertising to the general public any employment opportunities, whether through general newspaper or online advertisement, third-party recruiters, and other general non-targeted recruitment techniques (which advertisements are not targeted at any time after the date such individual), (y) hiring any such individual who responds to such general advertising or who independently seeks employment with Purchaser, in either case, without any solicitation prohibited by this covenant, or (z) soliciting and/or hiring any such individual whose employment was terminated by Seller or an Affiliate of such person’s termination of employment or services by ASV without causeSeller.
(bc) During The parties acknowledge and agree that the period commencing on the Effective Time and concluding on the one-year anniversary thereof, ASV agrees that it shall not, without Manitex’s prior written consent, directly or indirectly (including through a representative ASV) solicit remedy at law for employment or to provide services (whether as a director, officer, employee, consultant or temporary employee) any person who is at such time, or who at breach by any time during the three-month period prior to such time had been, employed by or providing services to a member of the Manitex Group, except that party under this Section shall not preclude ASV or 5.8 would be inadequate and that, in addition to any other person from entering into discussions with remedies available, the parties shall be entitled to specific performance, injunctive relief or soliciting other equitable remedies in the event of any person (i) who responds to any public advertisement or general solicitation; provided that the soliciting party did not instruct such agency to target such person specifically, (ii) who initiates discussions with the soliciting party regarding such employment on his or her own initiative and without direct solicitation by the soliciting party or its representatives or (iii) at any time after the date of such person’s termination of employment or services by a member of the Manitex Group without causebreach.
Appears in 1 contract
Non-Solicitation. (a) During the period commencing on Effective Time Employment Term, and concluding on the one-year anniversary thereofduring any Restriction Period, Manitex agrees that neither it nor any member of the Manitex Group shall, without ASV’s prior written consentExecutive will not (i), directly or indirectly (including through a representative of a member of indirectly, engage in any activity in competition with the Manitex Group) solicit for employment Company or to provide services (whether as a director, officer, employee, consultant its Affiliates or temporary employee) any person who is at such time, or who at any time during the three-month period prior to such time had been, employed by or providing services to ASV (whether as a director, officer, employee, consultant or temporary employee), except that this Section shall not preclude Manitex or any other person from entering into discussions with or soliciting any person (i) who responds to any public advertisement or general solicitation; provided that the soliciting party did not instruct such agency to target such person specifically, (ii) who initiates discussions plan, or otherwise take, any preliminary steps, either alone or in concert with others, to set up or engage in any semiconductor manufacturing or designing in competition with the soliciting party regarding such employment on his or her own initiative and without direct solicitation by the soliciting party Company or its representatives, or (iii) at any time Affiliates. During the Employment Term and for two years after the date termination of such person’s the Employment Term, Executive will not, either directly or indirectly, either alone or in concert with others, solicit or entice any employee of or consultant to the Company or its Affiliates to leave the Company or its Affiliates or work for anyone in competition with the Company or its Affiliates or solicit, entice or in any way divert any customer or supplier to do business with any business entity in competition with the Company or its Affiliates. In the event of termination of employment hereunder or services by ASV without cause.
(b) During the period commencing on expiration of the Effective Time and concluding on Employment Term, during the one-year anniversary thereofRestriction Period, ASV agrees that it shall not, without Manitex’s prior written consent, directly or indirectly (including through a representative ASV) solicit for Executive will not accept any employment or engage in any activities competitive with the Company or its Affiliates, if the loyal and complete fulfillment of the duties of the competitive employment or activities would inherently call upon Executive to provide services reveal Propriety Information to which Executive had access or learned during his employment with the Company or its Affiliates. As used herein, “Proprietary Information” shall mean information generally unavailable to the public that has been created, discovered, developed, or otherwise become known to the Company or any of its Affiliates or in which property rights have been assigned or otherwise conveyed to the Company or any of its Affiliates, which information has material economic value or potential material economic value to the business in which the Company or any of its Affiliates is or will be engaged. Proprietary Information shall include, but not be limited to trade secrets, processes, formulas, data, know-how, negative know-how, improvements, discoveries, developments, designs, inventions, techniques, all technical data, customer and supplier lists, and any modifications or enhancements thereto, programs, and information (whether as a director, officer, employee, consultant or temporary employeenot necessarily in writing) any person who is at such time, which has actual or who at any time during potential economic value to the three-month period prior to such time had been, employed by or providing services to a member of the Manitex Group, except that this Section shall not preclude ASV Company or any other person from entering into discussions with or soliciting any person (i) who responds to any public advertisement or general solicitation; provided that the soliciting party did not instruct such agency to target such person specifically, (ii) who initiates discussions with the soliciting party regarding such employment on his or her own initiative and without direct solicitation by the soliciting party or of its representatives or (iii) at any time after the date of such person’s termination of employment or services by a member of the Manitex Group without causeAffiliates.
Appears in 1 contract
Samples: Merger Agreement (Intersil Corp/De)
Non-Solicitation. (a) During As an inducement for the Seller to enter into this Agreement and to consummate the Asset Sale, for a period commencing of twelve (12) months following the Closing Date, the Seller shall not, and shall cause Seller Subsidiaries not to, on Effective Time its or their own behalf or in coordination with or on behalf of others, and concluding on in any form or manner whatsoever, solicit, recruit or hire any Transferred Employee or any employee of Buyer or any of its Subsidiaries who became known to Seller or with whom Seller interfaced in connection with the one-year anniversary thereofAsset Sale; provided, Manitex agrees however, that neither it nor any member the foregoing shall not prohibit (A) a general solicitation to the public of the Manitex Group shall, without ASV’s prior written consent, directly general advertising or indirectly (including through a representative similar methods of a member of the Manitex Group) solicit for employment or to provide services (whether as a director, officer, employee, consultant or temporary employee) any person who is solicitation by search firms not specifically directed at such time, or who at any time during the three-month period prior to such time had been, employed by or providing services to ASV (whether as a director, officer, employee, consultant or temporary employee), except that this Section shall not preclude Manitex or any other person from entering into discussions with or soliciting any person (i) who responds to any public advertisement or general solicitation; provided that the soliciting party did not instruct such agency to target such person specifically, (ii) who initiates discussions with the soliciting party regarding such employment on his or her own initiative and without direct solicitation by the soliciting party or its representativesemployees, or (iiiB) at any time after Seller Restricted Entity from soliciting or recruiting or subsequently hiring any such employee who was solicited or recruited six or more months following the date cessation of employment of such person’s termination employee by the Buyer or any of employment or services by ASV without causeits Affiliates.
(b) During As an inducement for the Seller to enter into this Agreement and to consummate the Asset Sale, for a period commencing on of twelve (12) months following the Effective Time and concluding on Closing Date, the one-year anniversary thereof, ASV agrees that it Buyer shall not, without Manitex’s prior written consentand shall cause each of its Subsidiaries (the Buyer and its Subsidiaries collectively, directly the “Buyer Restricted Entities”) not to, on its or indirectly their own behalf or in coordination with or on behalf of others, and in any form or manner whatsoever, solicit, recruit or hire any employee of Seller or a Seller Subsidiary who became known to Buyer or with whom Buyer interfaced in connection with the Asset Sale (including through other than any Business Employee who does not become a representative ASVTransferred Employee); provided, however, that the foregoing shall not prohibit (A) solicit for employment a general solicitation to the public of general advertising or to provide services similar methods of solicitation by search firms not specifically directed at any such employees, or (whether as a director, officer, employee, consultant or temporary employeeB) any person who is at Buyer Restricted Entity from soliciting or recruiting or subsequently hiring any such time, employee six or who at any time during more months following the three-month period prior to such time had been, employed by or providing services to a member of the Manitex Group, except that this Section shall not preclude ASV or any other person from entering into discussions with or soliciting any person (i) who responds to any public advertisement or general solicitation; provided that the soliciting party did not instruct such agency to target such person specifically, (ii) who initiates discussions with the soliciting party regarding such employment on his or her own initiative and without direct solicitation by the soliciting party or its representatives or (iii) at any time after the date of such person’s termination of employment of such employee by the Seller or services by a member any of its Affiliates.
(c) If any Subsidiary of the Manitex Group without causeSeller or Buyer ceases to be a Subsidiary of the Seller or Buyer, as applicable, the restrictions set forth in this Section 5.16 shall thereafter no longer apply to such Subsidiary.
Appears in 1 contract
Non-Solicitation. The Company and Employee acknowledge and agree that for Employee to solicit the customers, employees and other business relations of the Company during the Employment Term and for a limited time after the end of the Employment Term would be contrary to the purposes for which the parties entered into this Agreement. In order to induce the Company to enter into this Agreement, Employee covenants, warrants and agrees, for the benefit of the Company, and its respective current and future Subsidiaries, successors and assigns (collectively, the “Protected Parties” and each a “Protected Party”), that, during the Covenant Period (as defined below), Employee, for Employee’s self or for any other Person, either as a principal, agent, employee, contractor, director, officer or in any other capacity, shall not, without first obtaining the express written consent of the Company (except in Employee’s capacity as an employee of the Company), either directly or indirectly:
(a) During the period commencing on Effective Time and concluding on the one-year anniversary thereof(x) Solicit, Manitex agrees that neither it nor entice or induce any member of the Manitex Group shall, without ASV’s prior written consent, directly or indirectly (including through a representative of a member of the Manitex Group) solicit for employment or customer to provide services (whether as a director, officer, employee, consultant or temporary employee) any person who is at such time, or who at any time during the three-month period prior to such time had been, employed by or providing services to ASV (whether as a director, officer, employee, consultant or temporary employee), except that this Section shall not preclude Manitex or any other person from entering into discussions with or soliciting any person (i) who responds become a customer of any other Person with respect to the Business; (ii) refrain from or cease doing business with the Protected Parties with respect to the Business; or (iii) reduce its business with the Protected Parties with respect to the Business, and (y) Employee will not approach any public advertisement such Person for such purpose described in clauses (i), (ii) or general solicitation(iii) or authorize or knowingly approve, encourage or assist the taking of such actions by any other Person;
(b) Solicit, recruit or hire any part-time or full-time employee, representative or consultant of any Protected Party to (1) leave the employment of or terminate his, her or its contractual relationship with such Protected Party; or (2) enter into an employment or a contractual relationship with any third party, including Employee or any Person in which Employee has any interest whatsoever, and Employee shall not engage in any activity that would cause any employee, representative or consultant to violate any agreement with any Protected Party; provided that the soliciting party did foregoing covenant shall not instruct apply to any Person after twelve (12) months have elapsed after the date on which such agency person’s employment by a Protected Party has terminated, and provided further that nothing contained herein shall prevent Employee from employing or engaging any Person who, without any encouragement by Employee or his representatives, (x) responds to a general media advertisement or non-directed search inquiry (including the use of employment agencies provided no direction was given to target such person specifically, (ii) who initiates discussions with the soliciting a Protected Party’s employees or third party regarding such employment on his or her own initiative and without direct solicitation by the soliciting party or its representativescontractors), or (iiix) at any time after the date of such person’s termination of makes an unsolicited contact for employment or services by ASV without causeengagement as a third party contractor.
(bc) During For purposes of this Agreement, the period commencing on the Effective Time and concluding on the one-year anniversary thereof, ASV agrees that it following terms shall not, without Manitex’s prior written consent, directly or indirectly (including through a representative ASV) solicit for employment or to provide services (whether as a director, officer, employee, consultant or temporary employee) any person who is at such time, or who at any time during the three-month period prior to such time had been, employed by or providing services to a member of the Manitex Group, except that this Section shall not preclude ASV or any other person from entering into discussions with or soliciting any person (i) who responds to any public advertisement or general solicitation; provided that the soliciting party did not instruct such agency to target such person specifically, (ii) who initiates discussions with the soliciting party regarding such employment on his or her own initiative and without direct solicitation by the soliciting party or its representatives or (iii) at any time after the date of such person’s termination of employment or services by a member of the Manitex Group without cause.have mean:
Appears in 1 contract
