Non-Solicitation and No-Hire of Employees. During the Executive’s employment with the Company (or any affiliate or subsidiary thereof) and for a period of twelve months following the Date of Termination for any reason, the Executive shall not, without the Company’s prior written consent, directly or indirectly, alone or with others, on his own behalf or on behalf of another: (i) induce, solicit, recruit or hire, or attempt to induce, solicit, recruit or hire, any directors, officers, employees, individual independent contractors or contingent workers of SoundView, the Company, or any of their respective affiliates or subsidiaries or any persons who have worked for or provided services to the Company, SoundView or any of their respective affiliates or subsidiaries in such capacities within the nine-month period immediately preceding the date of such inducement, solicitation, recruiting or such attempted inducement, solicitation, recruiting or hiring or (ii) induce, solicit or encourage or attempt to induce, solicit or encourage any directors, officers, employees, individual independent contractors or contingent workers of the Company, SoundView or any of their respective affiliates or subsidiaries or any persons who have worked for or provided services to the Company, SoundView or any of their respective affiliates or subsidiaries in such capacities within the nine-month period immediately preceding the date of such inducement, solicitation or encouragement or such attempted inducement, solicitation or encouragement, to leave the employment of the Company, SoundView or any of their respective affiliates or subsidiaries.
Non-Solicitation and No-Hire of Employees. You agree that for a period of one year following the Termination Date, you will 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 yourself or any other person or entity. In addition, for a period of one year following the Termination Date, neither you nor any business in which you may engage or participate in will (a) hire, solicit for hire or attempt to hire any key employee of the Company, or (b) encourage any key employee of the Company to terminate such employment. For purposes of this Agreement, “key employee” means current employees whose base annual salary exceeds $175,000 or any current sales employee of the Company regardless of base annual salary, as well as anyone employed by the Company within the prior twelve (12) months from your Termination Date whose base annual salary exceeds $175,000 or was a sales employee.
Non-Solicitation and No-Hire of Employees. 1. From and after the date of this Agreement until the earlier of (A) the termination of this Agreement and (B) the date that is two (2) years after the Closing Date, Seller shall not, and shall cause the Selling Entities and its and their respective Affiliates not to, directly or indirectly, on such Person’s own behalf or on behalf of any other Person, (x) solicit or hire, or attempt to hire, any individual listed on Section 5(f)(iv)(1) of the OpCo Purchaser Disclosure Letter (each, an “OpCo Covered Employee”), including, prior to the Closing, taking any action to transfer any OpCo Covered Employee to any role or position with Seller or its Affiliates that would cause such OpCo Covered Employee to cease to be a Business Employee or (y) otherwise cause, assist or knowingly encourage any such OpCo Covered Employee to terminate his or her employment, consultancy or other similar arrangement with OpCo Purchaser or any of its Affiliates operating the Business in order to become an employee, consultant or independent contractor to or for any other employer; provided that this Section 5(f)(iv)(1) will not be breached (1) solely by a general employment solicitation such as newspaper advertisements or job fairs, or recruitment efforts by a recruiting agency, which are not directed at any OpCo Covered Employee, (2) if, at the time of any solicitation, the OpCo Covered Employee had ceased to be an employee, consultant or independent contractor of OpCo Purchaser or any of its Affiliates operating the Business (or any of their respective successors) for at least six (6) months prior to the time of such solicitation or (3) by the hiring, employment or engagement of any OpCo Covered Employee who is solicited under clause (2) above.
Non-Solicitation and No-Hire of Employees. For a period of 6 months from the date hereof, each Party agrees that it and its affiliates will not, directly or indirectly, hire or solicit any (a) employee, (b) registered representative or advisor or consultant associated with, or (c) branch manager or employee of or independent registered representative associated with a branch of, the other Party (each a “Covered Person”), other than a person (i) who has not been a Covered Person for at least 180 days and whom neither such first Party nor any of its affiliates or Representatives, directly or indirectly, solicited following the date hereof or (ii) who was terminated by the other Party prior to any solicitation; provided that nothing in this Section 6 shall apply to any Covered Person who responds to general solicitations of employment not specifically directed toward employees of the other Party, which general solicitations are expressly permitted.
Non-Solicitation and No-Hire of Employees. During the Restricted Period, Xx. Xxxxx shall not, directly or indirectly, whether individually or as a director, stockholder, other owner, investor, member, partner, principal, proprietor, agent, consultant, officer, employee or otherwise (other than on behalf of the Company), (i) initiate or respond to communications with any of the employees of the Company or its subsidiaries who earned annually a base salary of $100,000 or more as an employee of the Company or its subsidiaries during the 12-month period prior to such solicitation or earlier termination of such individual's employment with the Company or its subsidiaries, for the purpose of soliciting such employee to work for any other business, individual, partnership, firm, corporation or other entity, or (ii) employ or engage any individual who, at any time within the 12-month period immediately preceding such employment or engagement, was an employee of the Company or its subsidiaries; provided, however, that the foregoing prohibition on solicitation shall not apply if such solicitation is a direct result of a general advertisement or solicitation that is made to the public generally that is not specifically targeted at employees of the Company or its subsidiaries.
Non-Solicitation and No-Hire of Employees. For a period of one year from the date hereof, you agree that (a) you will not hire or solicit for employment any executive officer of the Company or other executive or managerial employee of the Company with whom you or your Representatives had substantial contact in connection with a Transaction and (b) GD will not hire or solicit for employment any executive officer of the Company or other executive or managerial employee of the Company with whom you or your Representatives had substantial contact in connection with a Transaction and with whom GD proposes be employed by GD in a role or capacity that is principally responsible for working with General Dynamics Land Systems Inc., in each case, other than a person (i) who has not been an employee of the Company for at least 180 days or (ii) who was terminated by the Company; provided, that nothing in this Section 4 shall apply to any officer or employee who responds to any general solicitation of employment or advertisement not specifically directed toward employees of the Company, which general solicitations and advertisements (and the hiring of such responding person) are expressly permitted.
Non-Solicitation and No-Hire of Employees. From the Closing Date until the eighteenth-month anniversary of the Closing Date, Parent and Seller (on the one hand) and Purchaser (on the other hand) will not, nor will it permit any of its respective Affiliates (including, in the case of the Purchaser, the Transferred Entities after Closing) to, directly or indirectly, solicit for employment or hire any officer, employee with an annual base compensation of $50,000 or more, or independent contractor of any other Party hereto or its Affiliates, other than any employee or independent contractor whose relationship is terminated by such other Party or its Affiliate without cause at least twelve (12) months prior to such solicitation or hiring; provided that this Section 5.10 shall not prohibit general mass solicitations of employment not directed toward the other party, its Affiliates or its or their officers, employees or independent contractors. If the final judgment of a court of competent jurisdiction declares that any term or provision of this Section 5.10 is invalid or unenforceable, the Parties agree that any arbitrator(s) appointed in accordance with Section 11.2(b) shall have the power to reduce the scope, duration, or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall thereupon be enforceable as so modified.
Non-Solicitation and No-Hire of Employees. Seller agrees that neither it nor any of its Affiliates shall, until the end of the two-year period immediately following the Closing Date, without the prior written consent of Purchaser, (a) solicit any individual who is an employee, or an independent contractor (other than those independent contractors set forth on Section 4.02 of the Disclosure Schedule) (including the Transferred Employees and Contractors) of Purchaser or any of its Affiliates (including the Company and Company Subsidiaries) as of the Closing Date (after giving effect to the Closing), to leave his or her employment or independent contractor relationship with Purchaser or such Affiliate, provided that for purposes of clause (a), a general solicitation or advertisement (including any recruitment efforts conducted by any recruitment agency) shall not be deemed to violate this Section 4.02 or (b) hire or otherwise engage any individual who is an employee, or an independent contractor (other than those independent contractors set forth on Section 4.02 of the Disclosure Schedule) (including the Transferred Employees and Contractors) of Purchaser or any of its Affiliates as of the Closing Date (after giving effect to the Closing).
Non-Solicitation and No-Hire of Employees. Purchaser agrees that neither it nor any of its Affiliates shall, until the end of the two-year period immediately following the Closing Date, except as contemplated by this Agreement (including the Restructuring), without the prior written consent of Seller, (a) solicit any individual who is an employee, or an independent contractor (other than those independent contractors set forth on Section 5.01 of the Disclosure Schedule) (including the Non-Transferred Employees and Contractors) of Seller or any of its Affiliates (not including, after the Closing, the Company and Company Subsidiaries) as of the Closing Date (after giving effect to the Closing), to leave his or her employment with Seller or such Affiliate, provided that for purposes of clause (a), a general solicitation or advertisement (including any recruitment efforts conducted by any recruitment agency) shall not be deemed to violate this Section 5.01, or (b) hire or otherwise engage any individual who is an employee, or an independent contractor (other than those independent contractors set forth on Section 5.01 of the Disclosure Schedule) (including the Non-Transferred Employees and Contractors of Seller or any of its Affiliates (not including, after the Closing, the Company and Company Subsidiaries) as of the Closing Date (after giving effect to the Closing).
Non-Solicitation and No-Hire of Employees. During the Restriction Period, no Restricted Party will, either directly or indirectly on behalf of such Restricted Party or any third party, in any manner or capacity, including without limitation as a proprietor, principal, agent, partner, officer, director, stockholder, employee, member of any association, consultant or otherwise, hire, engage, recruit, solicit, or otherwise interfere with the employment or retention of any person who is as of the Closing Date an employee or independent contractor of the Protected Parties or any of their respective Affiliates; provided, that this Section 3(a) shall not prohibit (i) if there has been no breach by any Restricted Party of this Section 3(a) prior to the date on which such employee’s employment or independent contractor’s service was terminated by the Protected Party or was ended voluntarily by such employee or independent contractor, the soliciting, hiring, employment or engagement in any capacity of such employee or independent contractor after the date on which such employee’s employment or independent contractor’s service was terminated by the Protected Party or was ended voluntarily by such employee or independent contractor, (ii) recruiting, soliciting, engaging or retaining an independent contractor of a Protected Party (other than RDB II, Inc. or any shareholder thereof) for services provided by such independent contractor on a non-exclusive basis in the ordinary course of its business or (iii) job postings or other general advertisements or solicitations in a general publication or website to which an employee or independent contractor responds or using an executive or employee recruiting or search firm that is not specifically directed to target a Protected Party or any employee or independent contractor thereof and in each case hiring, retention or engagement as a result thereof, none of which actions under clauses (i) through (iii) of the foregoing proviso shall violate this Section 3(a).
