Purchaser Non-Solicitation. (1) Except as expressly otherwise provided in this Article 6, the Purchaser shall not, directly or indirectly, through any Representative, or otherwise, and shall not permit any such Person to:
Purchaser Non-Solicitation. (a) Except as expressly contemplated by this Agreement or to the extent that the Company, in its sole and absolute discretion, has otherwise consented to in writing, until the earlier of the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 6.1, the Purchaser shall not, and shall cause its subsidiaries and Representatives to not, directly or indirectly, including through any other person, make, initiate, solicit, promote, entertain or knowingly encourage (including by way of furnishing or affording access to information or entering into any form of agreement, arrangement or understanding), or take any other action that facilitates, directly or indirectly, any inquiry or the making of any inquiry, proposal or offer with respect to a Purchaser Acquisition Proposal or that reasonably could be expected to constitute or lead to a Purchaser Acquisition Proposal.
Purchaser Non-Solicitation. Save as otherwise provided in this Agreement, the Purchaser on its own behalf and on behalf of its Affiliates, covenants and agrees with the Vendor that neither it nor any Affiliates shall directly or indirectly, within the territory of Canada and the United States, either alone or in conjunction with any Person, whether as principal, agent, shareholder, officer, director, consultant, advisor, manager, owner, partner, limited partner, joint venturer, employee, trustee, or in any other capacity whatsoever seek in any way to take away, hire, employ or endeavour to persuade or entice any of the employees or independent contractors (whose principal customer is the Vendor) of the Vendor to leave their employment or cease to provide their services, as the case may be, or to be a party to or abet any such action.
Purchaser Non-Solicitation. During the Interim Period, in order to induce the Company to continue to commit to expend management time and financial resources in furtherance of the Transactions, Purchaser shall not, and shall cause its Representatives not to, without the prior written consent of the Company, directly or indirectly, (i) solicit, assist, initiate or facilitate the making, submission or announcement of, or intentionally encourage, any Business Combination, (ii) furnish any non-public information regarding Purchaser or its Affiliates or their respective businesses, operations, assets, Liabilities, financial condition, prospects or employees to any Person or group (other than the Company or its Representatives) in connection with or in response to a Business Combination, (iii) engage or participate in discussions or negotiations with any Person or group with respect to, or that would reasonably be expected to lead to, a Business Combination, (iv) approve, endorse or recommend, or publicly propose to approve, endorse or recommend, any Business Combination, (v) negotiate or enter into any letter of intent, agreement in principle, acquisition agreement or other similar agreement related to a Business Combination, or (vi) release any third Person from, or waive any provision of, any confidentiality agreement to which Purchaser is a party.
Purchaser Non-Solicitation. The Purchaser undertakes that during the period commencing on the date hereof and ending upon the earlier to occur: (i) expiration of eighteen (18) months following the date of this Agreement; or (ii) the occurrence of the Closing; neither it, nor any of the Purchaser’s Affiliates, will, directly or indirectly, either individually or acting in concert with another Person or Persons solicit for employment or retention or hire, employ, or retain any Company Employee, except that the mere placing of general advertisements in newspapers, magazines, or electronic media shall not, in itself, be a violation of this Section 6.3(e) so long as such general advertisements or similar notices are not targeted specifically at any employee or contractor of the Company or any of its Subsidiaries or the Business.
Purchaser Non-Solicitation. For a period commencing on the Closing Date and ending on the fourth (4th) anniversary of the Closing Date, Purchaser shall not, and shall cause its Subsidiaries not to, directly or indirectly through another Person, (i) hire, recruit or solicit for hiring any employee of the Seller or other member of the Seller Group that is not a Transferred Employee, (ii) solicit any independent contractor who provides services to the Retained Business as of the Closing or who provided services to the Retained Business at any time within the twelve (12)-month period immediately preceding the Closing Date to terminate or diminish in any material respect his, her or its relationship with any member of the Seller Group. Notwithstanding the foregoing, the following shall not, solely by reason thereof, be deemed a violation of this Section 5.17(c): (A) the use of general advertisements or solicitations that are not specifically targeted or focused on any member of the Seller Group or on any of its employees, or (B) the solicitation or hiring of any employee from and after the date that is six (6) months after the date that such employee ceases to be employed by any member of the Seller Group.
Purchaser Non-Solicitation. For the period that begins on the Closing Date and ends on the second anniversary of the Closing Date, Purchaser shall not, and shall cause its Affiliates (including 340B OpCo) not to, directly or indirectly solicit, for employment or the engagement of services, any employee of SpinCo or any of the Spin-Off Entities that for the avoidance of doubt is not a Required Employee or Continuing Employee (each, a “Spin-Off Employee”), or induce or attempt to induce any Spinoff Employee to leave his or her employment with SpinCo or any of the Spin-Off Entities, or in any way knowingly and intentionally interfere with the employment relationship between any Spinoff Employee and SpinCo or any of the Spin-Off Entities, in each case for the purpose of employing or engaging the services of such Spinoff Employee or soliciting such Spinoff Employee to become an employee or consultant of Purchaser or any of its Affiliates or any other Person; provided, however, that nothing in this Section 7.5 shall preclude Purchaser from soliciting any Spinoff Employee (i) who independently responds to any public advertisement or general solicitation (such as a newspaper advertisement or internet posting) not specifically targeting such Spinoff Employee or (ii) following the termination of such Spinoff Employee’s employment with SpinCo or any of the Spin-Off Entities for any reason, provided, that Purchaser or an Affiliate of Purchaser has not induced such Spin-Off Employee to terminate his or her employment in breach of Purchaser’s obligations under Section 7.5.
Purchaser Non-Solicitation. During the Non-Solicitation Period, the Purchaser agrees that it shall not directly or indirectly at any time solicit or induce or attempt to solicit or induce any employee(s), sales representative(s), agent(s), consultants, or pension administration clients or customers, of the Company to terminate their employment, representation, business, or other association with the Company (however, the foregoing shall not apply to generalized advertisement of employment opportunities and generalized employee searches by headhunters/search firms, in either case not directed in any way at the employees or an employee of the Company), without obtaining written consent of the Seller prior to such solicitation or inducement.
Purchaser Non-Solicitation. In the event that this Agreement is terminated pursuant to Section 9.1, except as set forth in Part 5.18 of the Company Disclosure Schedule, Purchaser agrees, on behalf of itself and its Affiliates, that for a period of two years following such date of termination, none of Purchaser nor any of its Affiliates shall, either individually or through their respective representatives, without the prior written consent of the Company, directly or indirectly solicit for employment or hire any director, manager, officer or other employee of the Company or any of its Subsidiaries; provided, however, that the foregoing restriction on solicitation shall not prohibit a general solicitation (such as an advertisement) not specifically directed to employees of the Company or its Subsidiaries.
Purchaser Non-Solicitation. 49 9.6 Section 338 of the Code....................................50
