Non-Solicit; No Hire. Except as otherwise agreed by the Parties, for a period beginning on the Distribution Date and ending two (2) years following the Distribution Date, (a) SpinCo and the SpinCo Group shall not solicit for employment or hire (as an employee, consultant or otherwise) any Parent Employee who (i) was employed by Parent or a member of the Parent Group as of the applicable Local Transfer Date or (ii) became an employee of a member of the Parent Group following the Local Transfer Date and was involved in commercial contracts (including a TSA) with the SpinCo Group, and (b) Parent and the Parent Group shall not solicit for employment or hire (as an employee, consultant or otherwise) any (i) SpinCo Employee who was employed by a member of the SpinCo Group as of the Local Transfer Date, (ii) SpinCo Employee who became an employee of the SpinCo Group following the Local Transfer Date and was involved in commercial contracts (including a TSA) with the Parent Group or (iii) Former SpinCo Employee who rejected an offer from the SpinCo Group, objected to an automatic transfer to the SpinCo Group or who terminated employment with the Parent Group before receiving an offer letter or transfer letter from the SpinCo Group, in each case, subject to applicable Law. Notwithstanding any of the foregoing provisions of this Section 2.14 to the contrary, (A) Parent and the Parent Group shall not be restricted from soliciting for employment or hiring (as an employee, consultant or otherwise) any SpinCo Employee that was terminated by the SpinCo Group in accordance with the exceptions to the covenant not to sever SpinCo Employees described in Section 2.15 and (B) the Parties shall not be restricted from soliciting for employment or hiring (as an employee, consultant or otherwise) any SpinCo Employee or Parent Employee, as applicable, who was terminated from employment with the applicable Party as a result of a resource action that was not a result of such employee rejecting an offer from the SpinCo Group. This Section 2.14 is not intended to restrict an individual’s right of employment, nor does it restrict general, customary employment advertisements and recruiting efforts. Rather, it restricts targeted solicitation of such employees of the other Party. Employees of either Party may pursue employment opportunities with the other Party on their own initiative. If a final and non-appealable judicial determination is made that any provision of this Section 2.14 constitutes an unreasonabl...
Non-Solicit; No Hire. (i) For a period of two (2) years following the Separation Effective Time, without the prior written consent of RMT Partner, Remainco agrees not to directly or indirectly, and not to permit any member of the Remainco Group to, solicit, offer, assist, hire, encourage, suggest to or induce, in any manner whatsoever, any employee or independent contractor of the RMT Partner Group who was an employee or independent contractor of Remainco or any of its Subsidiaries (including for the avoidance of doubt the Spinco Business and the Spinco Group) prior to the Separation Effective Time to leave the employ or service, as applicable, of the RMT Partner Group; provided, that nothing herein shall be deemed to prohibit Remainco or another member of the Remainco Group: (i) from soliciting any employee or consultant of the RMT Partner Group by placing advertisements in newspapers, electronically or other media of general circulation advertising employment or independent contractor opportunities; (ii) from initiating a search by an executive recruiting firm where such search is not directed at such employees or independent contractors of the RMT Partner Group; and (iii) from hiring persons who have not been employees or independent contractors, as applicable, of the RMT Partner Group for three (3) months prior to the time of hiring. For the avoidance of doubt, all references to RMT Partner’s Group in this Section 2.13(b)(i) shall include Spinco and the Spinco Group.
Non-Solicit; No Hire. From the date hereof until the second anniversary of the Closing Date, Parent shall not, and shall cause its Affiliates not to, directly or indirectly, employ or solicit for employment any Transferred Company Employee who (i) is a current participant in Parent’s Management Incentive Plan, (ii) is eligible to participate in the Company’s sales commission program, or (iii) is a branch manager or warehouse supervisor (each a “Restricted Employee”); provided, however, that this Section 5.16 shall not prohibit Parent or any of its Affiliates from employing or attempting to employ (i) any such individual who responds to a general solicitation or advertisement that is not directed specifically to Restricted Employees, (ii) any such individual who contacts Parent or any Affiliate of Parent on his or her own initiative without any direct or indirect solicitation (other than general solicitations described in the foregoing clause (i)), or (iii) any such individual who is no longer a Transferred Company Employee at the time of Parent’s or any Affiliate of Parent’s first contact with them with respect to possible employment.
Non-Solicit; No Hire. During the term of this Agreement and for a period of one (1) year thereafter, Seller and Buyer will not attempt to solicit nor directly or indirectly hire the other party’s employees or subcontractors that become known to Seller or Buyer through the performance of this Agreement.
Non-Solicit; No Hire. During the period commencing on the date hereof and ending on the twelve-month anniversary of the termination of this Agreement in accordance with its terms, Purchaser shall not, directly or indirectly, solicit for employment or hire (as an employee, consultant or otherwise) any employee of Seller with whom Purchaser had contact in connection with the transactions contemplated hereby (in each case, so long as such person is employed by Seller and for a period of twelve months thereafter); provided, that such hire restriction shall only apply to the extent necessary to enable Seller to fully perform under this Agreement; provided further that if any such person responds to any general public advertisement placed or general solicitation undertaken by Purchaser, such advertisement or general solicitation shall not itself constitute a breach by Purchaser of this Section 8.3.
Non-Solicit; No Hire. As an inducement for Buyer to enter into this Agreement and to consummate the Transaction, Seller hereby covenants and agrees that during the Non-Solicit Restricted Period, Seller shall not (and shall cause its Affiliates not to), directly or indirectly:
Non-Solicit; No Hire. As an inducement for Buyer to enter into this Agreement and to consummate the transactions contemplated by this Agreement, each Seller hereby covenants and agrees that during the period beginning on the date of this Agreement and ending on the third (3rd) anniversary of the Closing Date (the “Restrictive Period”), such Seller shall not (and shall cause its Affiliates not to), directly or indirectly, (i) induce, attempt to induce, solicit to hire, hire or employ, whether as an officer, employee, representative, agent or otherwise, any officer, employee, representative or agent of any Company (or any successor thereto or Affiliate thereof) or assist in such solicitation or hiring by any other Person or encourage any such associate to terminate his or her association with a Company (or any successor thereto or Affiliate thereof) (ii) interfere with the relationship between any Company (or any successor thereto or Affiliate thereof) and any employee thereof. Notwithstanding anything in this Agreement to the contrary, the foregoing shall not prevent any Seller from undertaking general solicitations of employment not targeted at any of the foregoing employees. As an inducement for Buyer to enter into this Agreement and to consummate the transactions contemplated by this Agreement, each Seller hereby further covenants and agrees that during the Restrictive Period, such Seller shall not (and shall cause its Affiliates not to), directly or indirectly, induce or attempt to induce any customer, supplier, service provider, licensee or other business relation of any Company (or any successor thereto or Affiliate thereof) to cease doing business with any Company (or any successor thereto or Affiliate thereof), or in any way interfere with the relationship between any Company (or any successor thereto or Affiliate thereof) and any customer, supplier, service provider, licensee or other business relation thereof (including by inducing or attempting to induce any such person or entity to reduce the amount of business it does with any Company (or any successor thereto or Affiliate thereof)).
Non-Solicit; No Hire. For a period of one (1) year from the Closing Date, without the prior written consent of Buyer, Seller shall not, and shall cause its Affiliates not to, directly or indirectly, hire or solicit for employment any executive-level Company Employee who is or becomes employed by Buyer or any of its Affiliates (including the Company and the Company Subsidiaries) as of or following the Closing (a “Covered Person”) or encourage such Covered Person to leave such employment; provided that Seller shall not be precluded from engaging in solicitations or advertising not targeted at any Covered Persons or hiring any Covered Person who responds to such solicitations or advertising on such Covered Person’s own initiation without any targeted solicitation by Seller or its Affiliates.
Non-Solicit; No Hire. For so long as GSCP or any of its Affiliates is a direct or indirect shareholder of CW Media or its Affiliates, CanWest agrees that neither it nor its Affiliates will solicit to hire or hire any employees of the Corporation or any of its Subsidiaries; provided, however, that (a) the non-solicit and no-hire restrictions shall not apply with respect to any Person who has resigned from employment with the Corporation or its Subsidiaries (provided that none of CanWest, its Affiliates or its or their respective employees or representatives discussed (prior to such resignation) with such Person the prospect of future employment opportunities with CanWest or its Affiliates), (b) the non-solicit restriction shall not apply to general advertisements or other similar employment searches that are not specifically targeted towards a particular employee or employees of the Corporation or any of its Subsidiaries, and (c) the non-solicit and no-hire restrictions shall not apply to the extent any such Person is solicited or hired to work in the Contributed Business or by the Contributed Entity.
Non-Solicit; No Hire. Subject to the last sentence of this Section 10.7, for a period of two years from and after the Closing Date, the Sellers and their respective Affiliates shall not, directly or indirectly, solicit for employment or employ any Business Employee holding the positions listed on Schedule 10.7 as of the Closing Date (each a “Key Employee”), except that this restriction shall not prohibit the Sellers or any of their Affiliates from soliciting for employment or employing any such Person whose employment relationship with Buyer or any of its Affiliates has been terminated (i) by Buyer, as long as discussions between the Sellers or their Affiliates and such Person did not commence prior to the date of such termination, or (ii) by such Person, as long as the Sellers or any of their Affiliates do not solicit such Person for employment or employ such Person during the period from the date of such termination to the date that is 90 days after the date of such termination. Notwithstanding the foregoing, nothing in this Section 10.7 shall prohibit general mass solicitations of employment (including by way of a search firm, newspaper or other periodical, or on a website or blog) that are not targeted at any Key Employees. This Section 10.7 shall bind only ABB Ltd. and its Subsidiaries and not any other Affiliate of ABB Ltd., unless such other Affiliate is acting at the recommendation of, or first learned about the applicable Key Employee from, ABB Ltd. or any of its Subsidiaries.
