Prohibition on Solicitation and Hiring Sample Clauses

Prohibition on Solicitation and Hiring. (a) To the fullest extent permitted by applicable law, during the period prior to the Closing, Seller shall not, and it shall not permit any of its subsidiaries to, hire or retain as an employee or consultant, or offer to hire or retain as an employee or consultant, or solicit the services of the Business Employees for any position unrelated to the Business except for the persons set forth on Schedule 5.9 of the Disclosure Schedules.
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Prohibition on Solicitation and Hiring. (a) No Purchaser or Permitted Transferee shall, nor shall it permit any Affiliate (other than a portfolio company) to, for a period of two years from the date hereof, directly or indirectly, solicit for employment or hire any 43 38 senior management employee or senior technical employee of the Enterprise Communications Business, the Company or any Subsidiary, with whom such Purchaser or Permitted Transferee came into contact as a result of either the due diligence process in respect of the Transactions or the exercise of the Warburg Group's director and observer rights in Section 5.09, whether or not such person would commit a breach of his or her contract of service in leaving such employment; provided, however, that the foregoing shall not prohibit any Purchaser, Permitted Transferee or Affiliate from making general solicitations of employment (or engaging search firms to make such solicitations) not specifically directed toward employees of the Company or any of its subsidiaries and/or hiring any employee who responds to any such general solicitation or initiates contact with any Purchaser, Permitted Transferee or Affiliate without solicitation.
Sample 1
Prohibition on Solicitation and Hiring. During the period prior to the Closing, no member of the Seller Group shall hire or retain as an employee or consultant, or offer to hire or retain as an employee or consultant, or solicit the services of, any Eligible Employee for any position unrelated to the Business unless and until an Eligible Employee has rejected the offer of employment by Buyer. During the two (2)-year period immediately following the Closing Date, no member of the Seller Group shall hire or retain as an employee or consultant, or offer to hire or retain as an employee or consultant, or solicit the services of, any Affected Employee; provided, however, that nothing in this Section 5.10 shall prevent the Seller Group after the Closing Date from publishing any general advertisement or similar notice in any newspaper or other publication of general circulation and hiring or retaining as a consultant any Affected Employee who responds to such general advertisement without any solicitation by any member of the Seller Group or any of its respective directors or officers; provided, further, however, that after the one-year anniversary of the Closing Date, the foregoing restrictions shall not apply with respect to any Affected Employee beginning 90 days after such Affected Employee’s employment terminates with Buyer.
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Prohibition on Solicitation and Hiring. From the date of this Agreement through the 2-year anniversary of the Closing Date, neither Maxygen nor any of its Affiliates shall hire or retain as an employee or consultant, or offer to hire or retain as an employee or consultant, or solicit the services of, any full-time employees of Xxxxxx, or employees of Maxygen who work for the exclusive benefit of Xxxxxx as of the date of this Agreement (collectively, the “Xxxxxx Employees”) that accept offers of employment from Pioneer provided in accordance with Section 6.2(b) for any position unrelated to Xxxxxx; provided, however, that nothing in this Section 6.3 shall prevent Maxygen and its Affiliates, after the 6-month anniversary of the Closing Date, from publishing a general advertisement or similar notice in any newspaper or trade or industry publication and hiring or retaining as an employee or consultant any Xxxxxx Employee who responds to such general advertisement without any solicitation by Maxygen or its Affiliates or any of their respective directors or officers.
Sample 1

Related to Prohibition on Solicitation and Hiring

  • Non-Solicitation and Non-Compete The Executive agrees that,

  • Non-Solicitation and Non-Hire If the Participant has an employment agreement with the Company or any of its Subsidiaries that contains non-solicitation and/or non-hire covenants, the covenants are incorporated into this Award Agreement by reference. To the extent the Participant does not have an employment agreement containing such covenants, the following restrictive covenants shall apply: As a material incentive for the Company to enter into this Award Agreement, during the term of the Participant’s employment with the Company or any of its Subsidiaries and for a period of twelve (12) months from the termination of the Participant’s employment for any reason (including, without limitation, resignation by the Participant) (the "Non-Solicitation and Non-Hire Period") the Participant shall not, directly or indirectly, on the Participant’s own behalf or on behalf of any other person, partnership, entity, association, or corporation, induce or attempt to influence, induce, or encourage anyone who is or, within the six (6) months prior to the date of termination was, an employee of the Company or any of its Subsidiaries at or above the managerial level (including, without limitation, General Managers, Assistant General Managers, store departmental managers, and all higher-ranking managers) (for purposes of this Section 7, an “Employee”), client, supplier, vendor, licensee, distributor, contractor or other business relation of the Company or any of its Subsidiaries to cease doing business with, adversely alter or interfere with its business relationship with, the Company or any of its Subsidiaries. Further, during the Non-Solicitation and Non-Hire Period, the Participant shall not, on the Participant’s own behalf or on behalf of any other person, partnership, entity, association, or corporation, (i) solicit or seek to hire any Employee, or in any other manner attempt directly or indirectly to influence, induce, or encourage any Employee to leave their employ (provided, however, that nothing herein shall restrict the Participant from engaging in any general solicitation that is not specifically targeted at such persons), nor shall the Participant use or disclose to any person, partnership, entity, association, or corporation any information concerning the names, addresses or personal telephone numbers of any Employee, (ii) without the Company's prior written consent, hire, employ or engage as a consultant any Employee, or (iii) directly or indirectly solicit, induce, or attempt to influence, induce, or encourage any person, partnership, entity, association, or corporation that is a client or customer of the Company or its Subsidiaries and who or which the Participant helped to schedule or conduct a special event or corporate teambuilding while employed by the Company or its Subsidiaries to schedule or conduct a special event or corporate teambuilding through another person, partnership, entity, association, or corporation. This Section 7 shall survive termination or settlement of the Award and termination or satisfaction of the Award Agreement.

  • Non-Solicitation and Non-Competition Ancillary to the agreements to provide Executive with the Confidential Information as set forth above, and in order to aid in the enforcement of those agreements and as a condition of Executive’s employment hereunder, Executive agrees that, during the Term and for a period of two (2) years after the termination of Executive’s employment with the Company (or, in the event Executive is entitled to the payments and benefits described in Section 4.3(c) hereof, for a period of one (1) year after termination of Executive’s employment with the Company) (as applicable, the “Prohibited Period”), Executive will:

  • Noncompetition and Non-solicitation (a) During Executive’s employment with the Company and for a period of 12 months after the termination of Executive’s employment with the Company for any reason or for no reason, Executive will not directly or indirectly, absent the Company’s prior written approval, render services of a business, professional or commercial nature to any other person or entity in the area of trace explosives detection or such other services or products provided by the Company at the time employment terminates in any geographical area where the Company does business at the time this covenant is in effect, whether such services are for compensation or otherwise, whether alone or in conjunction with others, as an employee, as a partner, or as a shareholder (other than as the holder of not more than 1% of the combined voting power of the outstanding stock of a public company), officer or director of any corporation or other business entity, or as a trustee, fiduciary or in any other similar representative capacity.

  • Covenants Against Competition and Solicitation Executive acknowledges that the services he is to render to the Company and its affiliates are of a special and unusual character, with a unique value to the Company and its affiliates, the loss of which cannot adequately be compensated by damages or an action at law. In view of the unique value to the Company and its affiliates of the services of Executive for which the Company has contracted hereunder, because of the confidential information to be obtained by, or disclosed to, Executive as set forth in Section 8 above, and as a material inducement to the Company to enter into this Agreement and to pay to Executive the compensation stated in Section 5 hereof, as well as any additional benefits stated herein, and other good and valuable consideration, Executive covenants and agrees that throughout the period Executive remains employed or compensated hereunder and for one year thereafter, Executive shall not, directly or indirectly, anywhere in the United States of America (i) render any services, as an agent, independent contractor, consultant or otherwise, or become employed or compensated by any other corporation, person or entity that derives a non-incidental portion of its revenue from the business of selling or providing annuity, life, accident or health insurance products or services; (ii) in any manner compete with the Company or any of its affiliates with respect to lines of business that the Company and its affiliates derive more than a non-incidental portion of their revenue from or with respect to which the Company and its affiliates have made a significant investment in; (iii) solicit or attempt to convert to other insurance carriers or other corporations, persons or other entities providing these same or similar products or services provided by the Company and its affiliates, any customers or policyholders of the Company or any of its affiliates or (iv) solicit for employment or employ any employee of the Company or any of its affiliates. Should any particular covenant or provision of this Section 9 be held unreasonable or contrary to public policy for any reason, including, without limitation, the time period, geographical area, or scope of activity covered by any restrictive covenant or provision, the Company and Executive acknowledge and agree that such covenant or provision shall automatically be deemed modified such that the contested covenant or provision shall have the closest effect permitted by applicable law to the original form and shall be given effect and enforced as so modified to whatever extent would be reasonable and enforceable under applicable law.

  • Non Solicitation and Non Disclosure As a condition to your continued employment, you will be required to execute a Non-Competition, Non-Solicitation and Non-Disclosure Agreement, a copy of which is provided with this letter agreement.

  • Non-Competition and Non-Solicitation In consideration of the salary paid to the Executive by the Company and subject to applicable law, the Executive agrees that during the term of the Employment and for a period of one (1) year following the termination of the Employment for whatever reason:

  • Non-Solicitation and Non-Disparagement During any period for which Employee is receiving compensation payments pursuant to Part Two, Section 4 and one (1) year thereafter, Employee will not directly or indirectly (i) solicit any Company employee, independent contractor or consultant to leave the Company's employ or otherwise terminate such person's relationship with the company for any reason or interfere in any other manner with the employment or other relationships at the time existing between the Company and its current employees, independent contractors or consultants, (ii) solicit any of the Company's customers for products or services substantially similar to those offered by the Company, or (iii) disparage the Company or any of its stockholders, directors, officers, employees or agents.

  • Restrictions on Solicitation Executive shall not, directly or indirectly, without the prior written consent and approval of the Company, (i) interfere with or attempt to interfere with the relationship between any person who is, or was during the then most recent three (3) month period, an employee, agent, representative or independent contractor of the Company, or solicit, induce or attempt to solicit or induce any of them to leave the employ or service of the Company or to violate the terms of their respective contracts, agreements or any employment arrangements with the Company; or (ii) induce or attempt to induce any customer, client, supplier, distributor, licensee or other business relation of the Company to cease doing business with the Company, or in any way interfere with the contract or relationship between the Company and any customer, client, supplier, distributor, licensee or other business relation of the Company. As used herein, the term “indirectly” shall include, without limitation, Executive’s permitting the use of Executive’s name by any Competitive Business to induce or interfere with any employee or business relationship of the Company.

  • Non-Solicitation of Protected Customers Employee agrees that, during the Restricted Period, he shall not, without the prior written consent of the Company, directly or indirectly, on his own behalf or as a Principal or Representative of any Person, solicit, divert, take away, or attempt to solicit, divert, or take away a Protected Customer for the purpose of engaging in, providing, or selling Competitive Services.

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