No Solicitation by Buyer. Buyer covenants and agrees that Buyer will not until the later of (a) the Closing, or (b) 2 years from the date of this Agreement, directly or indirectly, solicit for employment or hire any employee of Seller or its Affiliates (other than CLF&P) or, if the Closing has not occurred, Seller or its Affiliates (including CLF&P), with whom Buyer had contact or who became known to Buyer in connection with the consideration of the transactions related to this Agreement; provided, however, that Buyer may employ any such person who contacts Buyer on his or her own initiative without any direct or indirect solicitation by or encouragement from Buyer or its representatives or who contacted Buyer in response to a general advertisement.
No Solicitation by Buyer. 17 ARTICLE VII - CONDITIONS TO STOCKHOLDER'S AND BUYER'S OBLIGATIONS................................................ 18 7.01 Conditions to Obligations of All Parties............................... 18 7.02 Conditions to Obligations of Stockholder............................... 18 7.03 Conditions to Obligations of the Buyer................................. 19 ARTICLE VIII - SURVIVAL......................................................... 21 8.01 Survival of Representations and Warranties of the Stockholder.......... 21 ARTICLE IX - INDEMNIFICATION.................................................... 21
No Solicitation by Buyer. The Buyer, its officers, directors, employees, and/or any person acting at the direction of the Buyer shall not engage in discussions or negotiations with Iusacell or Bell Xxxantic with respect to the transactions contemplated hereby. The Buyer, its officers, directors,
No Solicitation by Buyer. For a period of not less than twelve (12) months following the Closing Date, Buyer shall not (and shall cause its Affiliates not to), directly or indirectly, except with Seller's prior written consent, solicit for employment or hire any individuals listed on Schedule 5.6(a); provided, however, that nothing in this provision shall prevent Buyer from making generalized employment searches, by advertisement, engaging firms to conduct searches or otherwise, and hiring individuals identified through such searches that are not focused on those individuals listed on such schedule.
No Solicitation by Buyer. In addition to, and not in ------------------------ limitation of any other agreements pertaining to the Company's, Specialty's or Cyprus Amax's employees previously entered into by Buyer, commencing on the date of this Agreement and ending on the termination or consummation of this Agreement, Buyer on behalf of itself and its Affiliates, agrees not to hire or attempt to hire any employees of Cyprus Amax, Specialty or the Company to the extent prohibited by the Confidentiality Agreement dated December 20, 1997, other than (i) those persons responding to advertisements of general solicitation, and (ii) those persons who have been terminated by Cyprus Amax, Specialty or the Company. Nothing contained herein shall prevent Buyer from conducting interviews of employees of the Company (including the Chilean Partnership) prior to Closing with the consent of Cyprus Amax not to be unreasonably withheld.
No Solicitation by Buyer. Prior to the Effective Time, Buyer shall not knowingly solicit, either directly or indirectly, any of the deposit or loan customers of Seller to become customers of Buyer or any of its subsidiaries or affiliates, provided that a general solicitation by Buyer which is not specifically targeted to customers of Seller shall not be deemed to be a breach of this Section. For purposes hereof, "
No Solicitation by Buyer. (a) Buyer shall not, and shall cause each of its Subsidiaries not to, and shall not authorize or knowingly permit its employees or Representatives to, directly or indirectly (i) solicit, initiate or knowingly facilitate or knowingly encourage (including by way of furnishing information) the making, submission or announcement of any inquiry, proposal, offer or indication of interest in making a proposal or offer relating to an Acquisition Transaction (any of the foregoing inquiries or proposals being referred to herein as an “Acquisition Proposal”), (ii) furnish any nonpublic information regarding the Buyer Corporations to any Person in response to (or with respect to) an Acquisition Proposal, (iii) engage or participate in any discussions or negotiations with any Person with respect to, or otherwise cooperate or take any other action to facilitate any inquiries or the making of any proposal or offer that constitutes or may be reasonably expected to lead to an Acquisition Proposal, (iv) take any action to exempt any Person (other than Selling Shareholders and their Affiliates) from the restrictions contained in Section 203 of the DGCL applicable to a “business combination” (as defined in Section 203 of the DGCL), (v) terminate, amend or waive or fail to enforce any rights under any “standstill” or other similar agreement between Buyer or any of its Subsidiaries and any other Person (other than Selling Shareholders), or (vi) enter into any agreement regarding any Acquisition Transaction.
No Solicitation by Buyer. Prior to the Effective Time, Buyer shall not knowingly solicit, either directly or indirectly, any of the deposit or loan customers of Seller to become customers of Buyer or any of its subsidiaries or affiliates, provided that a general solicitation by Buyer which is not specifically targeted to customers of Seller shall not be deemed to be a breach of this Section. For purposes hereof, "knowingly" shall mean the actual knowledge of Buyer and its directors, officers, employees and agents who are aware of the existence of this Agreement and the prohibition set forth in this Section 7.15. In addition to any other remedies available to Buyer at law or in equity, if any breach by Buyer of this Section 7.15 results in the transfer of any Deposit Liabilities from Seller to Buyer, then the amount of the Deposit Liabilities so transferred shall be included in the total amount of Deposit Liabilities for purposes of calculating the deposit premium under Section 2.2(a)(3) hereof.
No Solicitation by Buyer. For a period of two (2) years following the date hereof, if this Agreement is terminated for any reason pursuant to Section 8, Buyer shall not, directly or indirectly, (a) hire or employ anyone who was an employee of the Companies or Subsidiaries as of the date hereof or (b) actively solicit or induce any such employee of any of the Companies or Subsidiaries to leave such employment and become an employee, agent or contractor of Buyer or any of its Affiliates; provided, however, that nothing in this Section 5.9 shall prohibit (a) the placing of any advertisements for positions to members of the public generally, such as through newspapers or magazines (including industry-specific magazines), radio, television or direct mail, or (b) the recruitment, solicitation or attempt to hire of any individual whose employment with the Companies or Subsidiaries terminated prior to February 29, 2008; provided, however, Buyer will not recruit, solicit or hire any individual set forth in Section 5.9 of the Disclosure Schedule.
No Solicitation by Buyer. (a) Buyer shall not, directly or indirectly, through any officer, director, employee, financial advisor, representative or agent of such party solicit, initiate, or encourage (including by the way of furnishing non-public information) any inquiries or proposals that constitute, or could reasonably be expected to lead to, a proposal or offer to acquire all or any Substantial part of the business or properties of the Buyer or any Substantial part of the capital stock of the Buyer, whether by merger, consolidation, business combination, purchase of Substantial assets, tender offer or otherwise, whether for cash, securities or any other consideration or combination thereof, other than the transactions contemplated by this Agreement (any of the foregoing inquiries or proposals being referred to in this Agreement as a "Buyer Acquisition
