Nonsolicitation and Nonhire. For a period of two (2) years after the Closing Date, each of Topcon and the Company will not, directly or indirectly solicit or seek to hire any Person who was an employee of the Company who was directly engaged in the Business immediately prior to the Closing (each an “Excluded Employee”), provided that nothing herein shall restrict Topcon or its Affiliates from hiring any such Excluded Employee who (x) has terminated its employment relationship with Acquiror or the Company without any direct or indirect encouragement or solicitation by Topcon or any of its Affiliates to terminate its employment or (y) responds to a bona fide job advertisement of general circulation made by Topcon or any of its Affiliates (whether posted on the internet or in a newspaper, magazine or other publication).
Nonsolicitation and Nonhire. Executive agrees that, for a period of one (1) year after termination of her employment for any reason (and whether occasioned by the Company or Executive so long as the Company has paid all compensation (including periodic severance payments, if any) then due to Executive pursuant to the terms of this Amended Agreement), Executive shall not, except with the prior written consent of the Company: (a) hire or attempt to hire for employment any person who is employed by the Company or any Affiliate, or attempt to influence any such person to terminate employment with the Company or any Affiliate; (b) induce or attempt to induce any employee of the Company or any Affiliate to work for, render services to, provide advice to, or supply confidential business information or trade secrets of the Company or any Company Affiliate to any third person, firm or corporation; or (c) induce or attempt to induce any customer, supplier, licensee, licensor or other business relation of the Company or any Affiliate to cease doing business with the Company or such Affiliate, or in any way interfere with the relationship between any such customer, supplier, licensee, licensor or other business relation and the Company or any Affiliate. Nothing herein shall prohibit Executive from general advertising for personnel, including by use of the Internet, not specifically targeting any employee or other personnel of the Company, or from hiring any such employee or other personnel responding to such general advertising. The foregoing limitations shall not apply with respect to: (i) any former employee of the Company whose employment terminated prior to the Commencement Date, or (ii) any employee of the Company whose employment is terminated after the Commencement Date and prior to the date of Executive’s termination of employment, so long as at least six (6) months have passed between the date of such employee’s employment termination and the date of any action by Executive set forth in the first sentence of this Section 6.4. 6.5
Nonsolicitation and Nonhire. For a period of three (3) years after the Closing Date, neither Seller shall, directly or indirectly:
Nonsolicitation and Nonhire. From and after the date first set forth above and for a period of one year after the termination of this Agreement, each party agrees (a) not to, directly or indirectly, or in concert with others, encourage or seek to influence any officer or employee of the other party to quit or leave employment with the other party, and (b) not to employ or otherwise engage (as employee, consultant, independent contractor or otherwise) any officer or employee of the other party.
Nonsolicitation and Nonhire. During the Restricted Period, the Restricted Parties will not, directly or indirectly: (i) solicit the business of any Person who is a customer of the Purchaser or its Affiliates with respect to the Business in the absence of Purchaser’s consent; (ii) cause, induce or attempt to cause or induce any customer, supplier, licensee, licensor, franchisee, employee, consultant or other business relation of the Purchaser or its Affiliates or the Company on the Closing Date or within the year preceding the Closing Date, to cease doing business with such parties, to deal with any competitor of the Purchaser or its Affiliates, or in any way negatively interfere with its relationship with such parties; or (iii) hire, retain or attempt to hire or retain any employee or independent contractor of the Purchaser or its Affiliates (including any former employee or independent contractor if such Person was an employee or independent contractor of the Purchaser or any of its Affiliates within the 12 month period prior to such hiring, retention or attempt to hire or retain) or in any way interfere with the relationship between the Purchaser or any of its Affiliates and any of their respective employees or independent contractors.
Nonsolicitation and Nonhire. For a period of three years immediately following the Closing, each of the Non-Compete Parties will not, directly or indirectly:
Nonsolicitation and Nonhire. For a period of three years immediately following the Closing, each Principal Shareholder will not, directly or indirectly:
Nonsolicitation and Nonhire. Prior to the Effective Time and, in the event that this Agreement is terminated for any reason, for a period of six months following the date of such termination, neither Parent, the Company, nor any of their respective subsidiaries or affiliates shall, directly or indirectly, solicit for employment any employee of the other party, or any of their respective subsidiaries, with whom such party has had contact or who became known to such party in connection with the Merger; provided, however, that advertisements in newspapers of general circulation not targeted at the other party's employees shall not constitute a breach of this covenant.
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Nonsolicitation and Nonhire. Invensys covenants and agrees that the provisions of Sections 3 and 4 of the Form on Non-Competition Agreement attached hereto as Annex D are incorporated by reference herein and shall be in full force and effect as of the date hereof.
