COVENANT OF NO SOLICITATION Sample Clauses

COVENANT OF NO SOLICITATION. 48 ARTICLE VII.
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COVENANT OF NO SOLICITATION. (a) From and after the date hereof, neither CES nor BEC shall, and shall cause its subsidiaries not to, and shall not authorize or permit any Representative (as defined in Section 7.1) to, directly or indirectly, (i) solicit, initiate or encourage the initiation of any inquiries or proposals regarding any merger, sale of substantial assets, sale of shares of capital stock (including without limitation by way of a tender offer) or similar transactions involving such party other than the Mergers (any of the foregoing inquiries or proposals being referred to herein as an "Acquisition Proposal"), (ii) engage in negotiations or discussions concerning, or provide any nonpublic information to any person relating to, any Acquisition Proposal or (iii) agree to, approve or recommend any Acquisition Proposal. Nothing contained in this Section 6.2(a) shall prevent the Board of Trustees of CES or the Board of Trustees of BEC, at any time prior to the time the CES Shareholders' Approval, in the case of CES, or the BEC Shareholders' Approval, in the case of BEC, has been obtained, from (x) considering, negotiating, approving and recommending to the shareholders of CES or BEC, as the case may be, a bona fide Acquisition Proposal that it reasonably believes in good faith, after consultation with its financial advisors, may be more favorable to the shareholders of such party than the Mergers, or (y) furnishing such third party information concerning itself and its business, properties and assets; provided that (A) such board shall have determined in good faith based upon the advice of outside counsel that failure to do so likely would constitute a breach of their fiduciary duties and (B) prior to furnishing nonpublic information with such third party, BEC or CES, as the case may be, shall have received from such third party an executed confidentiality agreement in customary form on terms not more favorable to such third party than the terms of the confidentiality agreement dated June 3, 1998 between CES and BEC, as it may be amended from time to time (the "Confidentiality Agreement").
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Related to COVENANT OF NO SOLICITATION

  • 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-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, 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) for a period of one (1) year after termination of Executive’s employment with the Company) (as applicable, the “Prohibited Period”), he will:

  • Confidentiality and Non-Solicitation (a)Optionee hereby acknowledges that Optionee has or in thefuture may have access to the Company's trade secrets and proprietary or confidential information developed or acquired by or licensed to the Company, including, but not limited to, information regarding the Company's operations, business plans, customers or prospects, products, computer passwords or other information regarding network or systems access and research and development information, as such trade secrets and proprietary or confidential information may exist from time to time ("Confidential Information"). As consideration for the Option granted to Optionee hereunder, Optionee will not, at any time during Optionee's relationship with the Company, in whole or in part, disclose or cause any other person to disclose the Confidential Information to any other person or entity (except the Company) under any circumstances. In addition, Optionee will not, during the term of Optionee's relationship with the Company, and for a period of one (1) year thereafter, solicit or assist any other person or entity in soliciting any employee of the Company to terminate the employee's employment with the Company under any circumstances.

  • No Solicitation of Customers During the Executive’s employment with the Employer and for a period of 12 months thereafter, the Executive shall not (except on behalf of or with the prior written consent of the Employer), either directly or indirectly, on the Executive’s own behalf or in the service or on behalf of others, (A) solicit, divert, or appropriate to or for a Competing Business, or (B) attempt to solicit, divert, or appropriate to or for a Competing Business, any person or entity that is or was a customer of the Employer or any of its Affiliates at any time during the 12 months prior to the date of termination and with whom the Executive has had material contact.

  • Non-Competition/Solicitation To the Company’s knowledge, no Respondent is subject to any non-competition agreement or non-solicitation agreement with any employer or prior employer which could materially affect such Respondent’s ability to be and act in the capacity of a director or officer of the Company, as applicable.

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

  • Non-Competition; Non-Solicitation Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company and its affiliates and accordingly agrees as follows:

  • Non-Competition and Non-Solicitation Agreement In consideration of Employee’s (as defined below) ongoing at-will employment with Employer (as defined below) or one of its subsidiary companies, the compensation and benefits provided to me including those set forth in a separate Employment Agreement, Confidentiality and Intellectual Property Agreement (the “Confidentiality Agreement”), Change in Control Agreement (the “Change in Control Agreement”) and Employer’s agreement to provide Employee with access to Employer’s confidential information, intellectual property and trade secrets, access to its customers and other promises made below, Employee enters into the following non-competition and non-solicitation agreement: This Non-Competition and Non-Solicitation Agreement (“Agreement”) is effective by and between Bxxxx Xxxx (“Employee”) and First Solar, Inc. (“Employer”) as of March 12, 2007.

  • Non-Solicitation of Clients During the Restricted Period, the Executive agrees not to solicit, directly or indirectly, on his own behalf or on behalf of any other person(s), any client of the Company to whom the Company had provided services at any time during the Executive’s employment with the Company in any line of business that the Company conducts as of the date of the Executive’s termination of employment or that the Company is actively soliciting, for the purpose of marketing or providing any service competitive with any service then offered by the Company.

  • Non-Solicitation Executive agrees that during the period of employment with the Company and for twelve (12) months after the date Executive’s employment is terminated for any reason, Executive will not, either directly or through others, solicit or encourage or attempt to solicit or encourage any employee, independent contractor, or consultant of the Company to terminate his or her relationship with the Company in order to become an employee, consultant or independent contractor to or for any other person or entity.

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