Non-Solicit of Employees; Exception for Specified Business Employees Sample Clauses

Non-Solicit of Employees; Exception for Specified Business Employees. (a) Except as expressly provided in clause (b) below, for a period of two years following the Closing, Buyer shall not, and shall not permit any of its Affiliates to, directly or indirectly, hire, employ, engage or solicit for employment or services (either on a full time or part time basis, or in a consulting or other non-employee role) any employee of Seller (other than the Specified Business Employees) without Parent’s prior written consent; provided that Buyer may offer employment to and hire any employee of Seller who (A) responds to an advertisement for employees in newspapers, trade publications or other media not targeted specifically at such employee or (B) applies for employment with Buyer, in each case as long as such employee was not solicited by Buyer or its Affiliates in violation of this Section 5.08(a).
Sample 1
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Non-Solicit of Employees; Exception for Specified Business Employees. (a) Except as expressly provided in clause (b) below, for a period of two years following the Closing, Buyer shall not, and shall not permit any of its Affiliates to, directly or indirectly, hire, employ, engage or solicit for employment or services (either on a full time or part time basis, or in a consulting or other non-employee role) any employee of Seller (other than the Specified Business Employees) without Parent’s prior written consent; provided that Buyer may offer employment to and hire any employee of Seller who (A) responds to an advertisement for employees in newspapers, trade publications or other media not targeted specifically at such employee or (B) applies for employment with Buyer, in each case as long as such employee was not solicited by Buyer or its Affiliates in violation of this Section 5.08(a). (b) Subject to Article 6, Buyer may solicit, offer employment to and/or hire any employee of Seller supporting the Business, each of whom is listed on Schedule 5.08 of the Seller Disclosure Schedule (collectively, the “Specified Business Employees”). (c) The parties acknowledge that the restrictions in this Section 5.08 are fair and reasonable. If any provision of this Section 5.08 shall be determined by any court of competent jurisdiction to be unenforceable for any reason whatsoever, then such provision shall not be deemed void, but rather, shall be modified by the court to the extent required to make such provision enforceable, it being specifically agreed that it is 37 CONFIDENTIAL TREATMENT HAS BEEN REQUESTED the intent of the parties that this Section 5.08 be enforced to the fullest extent permitted under Applicable Law. (d) Buyer acknowledges that the Seller Parties would be irreparably harmed by any breach of this Section 5.08 and that there would be no adequate remedy at law or in damages to compensate the Seller Parties for any such breach. Buyer agrees that the Seller Parties shall be entitled to injunctive relief requiring specific performance by Buyer of this Section. Section 5.09.
Sample 1

Related to Non-Solicit of Employees; Exception for Specified Business Employees

  • Hiring of Employees Company and Shareholders shall cooperate with all requests made by Pentegra for the purpose of allowing Pentegra to hire those non-dentist employees of Company designated by Pentegra, such employment to be effective as of the Closing Date. Notwithstanding the above, Company and Shareholders shall remain liable under any Company Plans for any claims incurred by any employees or their spouses or dependents, and for all compensation, bonuses, benefits and other such items and other liabilities related to Company's employees incurred by Company prior to the Closing Date.

  • Non-Solicitation of Employees and Customers At all times during Employee's employment hereunder, or for such additional periods as may otherwise be set forth in this Agreement in reference to this Paragraph 15, Employee shall not, directly or indirectly, for himself or for any other person, firm, corporation, partnership, association or other entity (a) attempt to employ, employ or enter into any contractual arrangement with any employee or former employee of the Company, its affiliates, subsidiaries or predecessors in interest, unless such employee or former employee has not been employed by the Company, its affiliates, subsidiaries or predecessors in interest during the twelve months prior to Employee's attempt to employ him, or (b) call on or solicit any of the actual or targeted prospective customers of the Company or its affiliates, subsidiaries or predecessors in interest with respect to any matters related to or competitive with the business of the Company.

  • Non-Solicitation of Company Employees Executive shall not, at any time during the Restricted Period (as defined below), without the prior written consent of the Company, engage in the following conduct (a "Solicitation"):

  • Non-Solicitation of Employees The Executive will not, during the period of the Executive’s employment with the Company, and for a period of one year after the termination of the Executive’s employment with the Company for any reason, directly or indirectly, recruit, solicit or otherwise induce or attempt to induce any employee of the Company to leave the employment of the Company, nor hire any such employee at any enterprise with which the Executive is then affiliated.

  • Active Employees Active Employees who have not terminated service during the Plan Year and who meet the following requirements (select all that apply; leave blank if no exclusions):

  • Solicitation of Employees I agree that for a period of twelve (12) months immediately following the termination of my relationship with the Company for any reason, whether with or without cause, I shall not either directly or indirectly solicit, induce, recruit or encourage any of the Company’s employees to leave their employment, or take away such employees, or attempt to solicit, induce, recruit, encourage or take away employees of the Company, either for myself or for any other person or entity.

  • No Solicitation of Employees In partial consideration for the award of these Units, in order to forestall the disclosure or use of Confidential Information, as well as to deter the Grantee’s intentional interference with the contractual relations of the Company or any Affiliated Company, the Grantee’s intentional interference with prospective economic advantage of the Company or any Affiliated Company, and to promote fair competition, the Grantee agrees that the Grantee’s right to receive the Shares upon settlement of the Units is contingent upon the Grantee refraining, during the Period of Restriction and for a period of one (1) year after the Settlement Date, for himself/herself or any third party, directly or indirectly, from soliciting for employment any person employed by the Company, or by any Affiliated Company, during the period of the solicited person’s employment and for a period of one (1) year after the termination of the solicited person’s employment with the Company or any Affiliated Company (collectively “Solicit”). If, during the term of the Period of Restriction or at any time within one (1) year after the Settlement Date, the Grantee breaches his/her obligation not to Solicit, the Grantee’s right to the Shares upon settlement of the Units shall not have been earned and the Units, whether vested or not, will be immediately cancelled, and the Grantee shall immediately return to the Company the Shares issued in settlement of the Units or the pre-tax income derived from any disposition of such Shares. THE GRANTEE UNDERSTANDS THAT THIS PARAGRAPH IS NOT INTENDED TO AND DOES NOT PROHIBIT THE CONDUCT DESCRIBED, BUT PROVIDES FOR THE CANCELLATION OF THE UNITS AND A RETURN TO THE COMPANY OF THE SHARES OR THE GROSS TAXABLE PROCEEDS OF THE SHARES IF THE GRANTEE SHOULD CHOOSE TO VIOLATE THIS NON-SOLICITATION OF EMPLOYEES PROVISION DURING THE PERIOD OF RESTRICTION OR WITHIN ONE (1) YEAR AFTER THE SETTLEMENT DATE.

  • Non-Solicitation of Employees and Consultants During the Period of Employment and for a period of twenty-four (24) months after the Severance Date, the Executive will not directly or indirectly through any other Person (i) induce or attempt to induce any employee or independent contractor of the Company or any Affiliate of the Company to leave the employ or service, as applicable, of the Company or such Affiliate, or in any way interfere with the relationship between the Company or any such Affiliate, on the one hand, and any employee or independent contractor thereof, on the other hand, or (ii) hire any person who was an employee of the Company or any Affiliate of the Company until twelve (12) months after such individual’s employment relationship with the Company or such Affiliate has been terminated.

  • Company Employees Each Party shall not, directly or indirectly solicit for employment, any employee of the other Party who has been directly involved in the performance of this Agreement during the Term and for one year after the earlier of the termination or expiration of this Agreement or the termination of such individual's employment, with the other Party. It shall not be a violation of this provision if any employee responds to a Party's general advertisement of an open position.

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