During the Restricted Period the Executive agrees that Executive shall not, except in the furtherance of the Executive’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity: (i) solicit, aid or induce (or attempt to solicit, aid or induce) any advisor, consultant, employee, representative or agent of the Company or any of its subsidiaries or affiliates to leave such employment or engagement with the Company or solicit, aid or induce (or attempt to solicit, aid or induce) any employee of the Company or any of its subsidiaries or affiliates to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the Company or hire or retain any such employee, or take any action to materially assist or aid any other person, firm, corporation or other entity in identifying, hiring or soliciting any such employee, representative or agent; or (ii) interfere, or aid or induce (or attempt to interfere, aid or induce) any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries or affiliates and any of their respective vendors, joint venturers or licensors. Any person described in this Section 12.3 shall be deemed covered by this Section while so employed or retained by the Company. For the avoidance of doubt, the general recruitment or solicitation of employees or other third parties by any entity with which the Executive is or may be affiliated (e.g. internet job postings), or the hiring or engagement of any such person or entity as a result of such general recruitment or solicitation, will not be a breach of Sections 12.2 or 12.3, unless such recruitment or solicitation is specifically targeted at any employees or other third parties engaged by or providing services to the Company.
During the Restricted Period neither the Executive nor any Controlled Entity will directly or indirectly recruit, solicit or otherwise induce or influence any employee or sales agent of the Company or any of its affiliates to discontinue such employment or agency relationship with the Company. During the Restricted Period, neither the Executive nor any Controlled Entity will employ or seek to employ, or cause or induce any Competitive Business to employ or seek to employ for any Competitive Business, any person who is then (or was at any time within six months prior to the date the Executive or the Competitive Business employs or seeks to employ such person) employed by the Company. Nothing herein shall prevent the Executive from providing a letter of recommendation to an Employee with respect to a future employment opportunity.
During the Restricted Period the Executive will cooperate with and provide assistance to the Company and its legal counsel in connection with any litigation (including arbitration or administrative hearings) or investigation affecting the Company, in which, in the reasonable judgment of the Company’s counsel, the Executive’s assistance or cooperation is needed or desirable. The Executive shall, when requested by the Company, provide testimony or other assistance and shall travel at the Company’s request in order to fulfill this obligation; provided, however, that, in connection with such litigation or investigation, the Company shall reasonably accommodate the Executive’s schedule, shall provide her with reasonable notice in advance of the times in which the Executive’s cooperation or assistance is requested, and shall reimburse the Executive for any reasonable expenses incurred in connection with such matters. Unless the Company has paid the Executive severance benefits pursuant to this Agreement, the Company shall compensate the Executive for her time at customary and prevailing rates, unless prohibited by law.
During the Restricted Period. (a) The Stockholder shall not directly or indirectly solicit (or assist, participate in or promote the solicitation of) any individual who is then employed by the Buyer, the Company or any of their respective direct or indirect subsidiaries to leave such employment. The Parties hereto agree that the placing of general advertisements in newspapers, magazines or electronic media, or other communication targeted to a generalized audience, in either case which are not specifically aimed at the Buyer, the Company, or any of their respective direct or indirect subsidiaries shall not, in itself, constitute a breach of this Section 3.
During the Restricted Period. (a) The Stockholder shall not directly or indirectly solicit, divert or take away, or assist in or attempt to solicit, divert or take away, the business or patronage of any Company Customer.
During the Restricted Period neither the Executive nor any Executive-Controlled Person will render any services, directly or indirectly, as an employee, officer, consultant or in any other capacity, to any individual, firm, corporation or partnership engaged in the design, development, manufacture or marketing of CD-WorkWare and VCD software, hardware or consulting services, interactive video servers or related products and technology or similar activities competitive with any activities in which the Company or any of its affiliates is engaged at any time during the Restricted Period (such activities being herein called the "Company Business"). During the Restricted Period, the Executive shall not, without the prior written consent of the Company, hold an equity interest in any firm, partnership or corporation which competes with the Company Business, except that beneficial ownership by the Executive (including ownership by any one or more members of his immediate family and any entity under his direct or indirect control) of less than 2% of the outstanding shares of capital stock of any corporation which may be engaged in any of the same lines of business as the Company Business, if such stock is listed on a national securities exchange or publicly traded in the over-the-counter market, shall not constitute a breach of the covenants contained in this Section 7.3.
During the Restricted Period. Buyer shall not, and shall not permit any of its Affiliates to, directly or indirectly, solicit or entice, or attempt to solicit or entice, any clients or customers of the Seller or potential clients or customers of the Seller for purposes of diverting their Buyer Restricted Business from the Seller.
During the Restricted Period. Recipient agrees that --------------- Recipient shall not, either directly or indirectly, on Recipient's own behalf or in the service or on behalf of others, (i) solicit, divert, or appropriate, or attempt to solicit, divert, or appropriate, to any Competing Business, (a) any person or entity that was a customer of the Corporation during the Restricted Period or (b) any person or entity from whom the Corporation solicited business during the last year of the Restricted Period or (ii) solicit, divert, or hire away, or attempt to solicit, divert, or hire away, to any Competing Business, any person employed by or providing services to the Company or one of its Affiliates, whether or not such person is a full-time employee, temporary employee, or consultant of the Company or such Affiliate and whether or not such employment or service is pursuant to written agreement and whether or not such employment or service is at will.
During the Restricted Period. A. Dakota agrees, on behalf of itself and its Representatives while acting in such Person's capacity as a Representative, that any future statement or comment, whether written or oral, that any such Person may make about Dakota's relationship and dealings with Xxxxxxxxxx ND, PHC/CHC, or PHC prior to the Closing Date, or the operations of the Partnership prior to the Closing Date, will not be of a derogatory nature and will not disparage, question, or impugn the reputation, business ability or acumen, or standing in the business community or in the community as a whole, of Xxxxxxxxxx ND, PHC/CHC, PHC, or the Partnership, or any of the respective Representatives thereof, in such Person's capacity as a Representative; and
During the Restricted Period. 1. The Grantee shall not become vested as to any portion of such Restricted Stock if the vesting thereof would violate Federal or state securities laws;
