Parent Non-Solicitation Sample Clauses
A Parent Non-Solicitation clause prohibits a parent company from soliciting or attempting to hire employees, contractors, or clients of another party, typically in the context of a business transaction or partnership. This clause often applies during the term of the agreement and for a specified period afterward, and may cover direct or indirect solicitation, such as through subsidiaries or affiliates. Its core function is to protect the workforce and business relationships of the parties involved, reducing the risk of talent poaching or client loss as a result of the business relationship.
Parent Non-Solicitation. (a) Immediately following the execution and delivery of this Agreement, Parent and the Parent GP shall, and shall cause their respective directors, officers and Subsidiaries and their respective directors and officers to, and shall instruct their respective other Representatives to, promptly cease and cause to be terminated any solicitation, discussions or negotiations with any third party or its Representatives with respect to any Parent Acquisition Proposal or any other proposal, inquiry or offer that constitutes, or would reasonably be expected to lead to, result in or constitute a Parent Acquisition Proposal and terminate all physical and electronic data room access previously granted to any such third party or its Representatives, cease providing any further non-public information of the Parent GP, Parent and the Parent Subsidiaries to any such Third Party or its Representatives and request the return or destruction of any copies of, studies based upon or any extracts or summaries from, any non-public information of Parent and the Parent Subsidiaries in such person’s possession or control, in each case, in connection with any Parent Acquisition Proposal or any other proposal, inquiry or offer that constitutes, or would reasonably be expected to lead to, result in or constitute a Parent Acquisition Proposal. From the entry into this Agreement and prior to the earlier of the Effective Time and the Termination Date, each of the Parent GP and Parent shall not, and shall cause its respective directors, officers and Subsidiaries and their respective directors and officers not to, and shall instruct their respective other Representatives not to, directly or indirectly:
(i) solicit, initiate, propose, knowingly facilitate or knowingly encourage any Parent Acquisition Proposals or any proposal, inquiry or offer that would reasonably be expected to lead to, result in or constitute a Parent Acquisition Proposal;
(ii) furnish to any third party or its Representatives any non-public information relating to Parent, the Parent GP or the Parent Subsidiaries or afford to such person access to the business, properties, assets, books, records or other non-public information, or to the personnel, of Parent or the Parent Subsidiaries, in any case, in connection with a Parent Acquisition Proposal or any proposal, inquiry or offer that would reasonably be expected to lead to, result in or constitute a Parent Acquisition Proposal;
(iii) enter into, participate in or otherwis...
Parent Non-Solicitation. (a) From and after the date hereof, until the earlier of the Closing Date and the termination of this Agreement in accordance with its terms, Parent shall, and shall cause Parent’s directors, officers, financial advisors and counsel to and direct Parent’s other Representatives to, cease any solicitation of, or discussions, communications or negotiations with, any Third Party or any of its Representatives relating to any Competing Proposal or any inquiry, proposal, offer or request that constitutes or would reasonably be expected to lead to a Competing Proposal, and Parent shall immediately terminate all physical and electronic data room access previously granted to each Third Party or any of its Representatives and promptly request that each Third Party or any of its Representatives that has previously executed a confidentiality agreement promptly return to Parent or destroy all non-public information previously furnished or made available to such Third Party or any of its Representatives by or on behalf of Parent or its Representatives, in each case, in accordance with the terms of such confidentiality agreement. From and after the date hereof, until the earlier of the Closing Date and the termination of this Agreement in accordance with its terms, Parent shall not, and shall cause Parent’s directors, officers, financial advisors and counsel not to and direct Parent’s other Representatives not to, directly or indirectly, (A) initiate, solicit, knowingly encourage or knowingly facilitate any inquiries, requests, discussions, communications or negotiations relating to any Competing Proposal or any proposal or offer that constitutes or would reasonably be expected to lead to any Competing Proposal or (B) engage in or otherwise participate in negotiations, communications or discussions with (it being understood that Parent may inform Persons of the provisions contained in this Section 8.5), or furnish any material non-public information to, any Third Party or any of its Representatives relating to a Competing Proposal made by such Third Party or any inquiry, request, proposal or offer by such Third Party that constitutes or would reasonably be expected to lead to a Competing Proposal.
(b) As promptly as reasonably practicable, and in any event within forty-eight (48) hours, after receipt by Parent or any of its Representatives of any Competing Proposal or any inquiry, request, communication, proposal or offer that would reasonably be expected to lead to any C...