Non-Solicitation. (a) Seller shall not, whether directly or indirectly, during the period beginning on the Closing Date and ending on the second anniversary of the Closing Date (such period, the “Restricted Period”), (i) solicit the employment of, or hire, any Initial Restricted Employee without the prior written consent of Buyer, provided, however, that Seller shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Initial Restricted Employees, but Seller shall be prohibited from hiring any Initial Restricted Employees who respond to such general solicitation advertisements not targeted at the Initial Restricted Employees; or (ii) take any action which is intended to induce any Initial Restricted Employee to leave his or her employ with the Business. (b) Seller shall not, whether directly or indirectly, during the Restricted Period solicit the employment of any Additional Restricted Employee without the prior written consent of Buyer; provided, however, that Seller shall not be in breach of its non-solicitation obligation under this Section 6.10(b) solely as a result of any general solicitation advertisements that are not targeted at any Additional Restricted Employees and Seller shall not be prohibited from hiring any Additional Restricted Employees who respond to such general solicitation advertisements not targeted at the Additional Restricted Employees. (c) Except as provided in the Transition Services Agreement, Boeing Commercial Airplanes (“BCA”) shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, (i) solicit the employment of, or hire, any Seller Engineering Employees without the prior written consent of Seller, provided, however, that Buyer shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Seller Engineering Employees, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisements; or (ii) take any action which is intended to induce any Seller Engineering Employee to leave his or her employ with Seller. (d) Except as provided in the Transition Services Agreement, BCA shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, solicit the employment of any New Seller Engineering Employees without the prior written consent of Seller; provided, however, that Buyer shall not be in breach of its non-solicitation obligation under this Section 6.10(d) solely as a result of any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering Employees. (e) If Buyer or Seller breaches any the restrictive covenants set forth in this Section 6.10, then the non-breaching Party shall have the following rights and remedies against the breaching Party, each of which shall be independent of the others and severally enforceable, and each of the following rights and remedies is in addition to, and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actions: (i) the right and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders and injunctions by any court of competent jurisdiction, it being agreed by the Parties that any breach of this Section 6.10 would cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching Party, and (ii) the right and remedy to collect from the breaching Party any such Losses incurred by the non-breaching Party as a result of enforcing this Section 6.10. (f) Each Party agrees that, in the event a court of competent jurisdiction declares there has been a breach by such Party of this Section 6.10, the term of any such term or covenant so breached shall be automatically extended with respect to such Party for a period of time of the violation from the date on which such breach ceases.
Appears in 3 contracts
Sources: Asset Purchase Agreement, Asset Purchase Agreement (Vought Aircraft Industries Inc), Asset Purchase Agreement (Boeing Co)
Non-Solicitation. (a) Seller shall not, whether directly or indirectly, during During the period beginning on the Closing Date and ending on the second 18-month anniversary of the Closing Date, and except as otherwise required or permitted by any Ancillary Agreement, Seller and its Affiliates (collectively, the “Restricted Entities”) shall not, directly or indirectly:
(i) Induce, solicit or encourage, or attempt to induce, solicit or encourage, any Restricted Customer to (1) use a Restricted Entity to provide any services which are offered by the Companies and the Transferred Subsidiaries as of the Closing Date (such period, the “Restricted PeriodServices”)) or (2) reduce, (i) solicit terminate or adversely modify the employment ofof the Companies or the Transferred Subsidiaries for such services, or hire, any Initial Restricted Employee without the prior written consent of Buyer, provided, however, that Seller shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely each case other than as a result consequence of any a general solicitation advertisements that are conducted by a Restricted Entity not targeted specifically directed at any Initial Restricted Employees, but Seller shall be prohibited from hiring any Initial Restricted Employees who respond to such general solicitation advertisements not targeted at the Initial Restricted EmployeesCustomers; or or
(ii) take Solicit, hire or attempt to solicit or hire any action which is intended to induce Continuing Employee for employment or in any Initial other capacity (including as an independent contractor or consultant) with a Restricted Employee to leave his or her employ with the Business.
(b) Seller shall not, whether directly or indirectly, during the Restricted Period solicit the employment of any Additional Restricted Employee without the prior written consent of BuyerEntity; provided, however, that Seller the foregoing shall not be apply to any (1) individual whose employment or service was terminated by the Companies or the Transferred Subsidiaries, (2) publishing or posting of open positions in breach the course of its non-solicitation obligation under this Section 6.10(b) solely normal hiring practices which are not specifically sent to, or do not specifically target, Continuing Employees or hiring as a result of any general solicitation advertisements such posting, (3) solicitations made by third-party search firms that are have not targeted at any Additional been directed by Seller or its Affiliates to specifically solicit such individuals or hiring as a result of such solicitations, or (4) individual who approaches a Restricted Employees and Seller shall not Entity seeking to be prohibited from hiring any Additional hired as an employee or in another capacity (including as an independent contractor or consultant) if no Restricted Employees who respond Entity had previously attempted to solicit or hire such general solicitation advertisements not targeted at the Additional Restricted Employeesindividual.
(cb) Except as provided in Purchaser agrees that from the Transition Services Agreement, Boeing Commercial Airplanes (“BCA”) date hereof until the 18-month anniversary of the Closing Date it shall not, and Buyer shall cause its Affiliates (including the Companies and the Transferred Subsidiaries) not on behalf of BCAto, whether directly or indirectly, during the Restricted Periodsolicit, (i) hire or attempt to solicit the employment of, or hire, hire any employee of Seller Engineering Employees without the prior written consent of Seller, provided, however, that Buyer shall not be in breach or any of its non-solicitation obligation set forth Affiliates who is not a Continuing Employee for employment or in the foregoing clause any other capacity (i) solely including as a result of any general solicitation advertisements that are not targeted at any Seller Engineering Employees, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisements; an independent contractor or (ii) take any action which is intended to induce any Seller Engineering Employee to leave his or her employ with Seller.
(d) Except as provided in the Transition Services Agreement, BCA shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, solicit the employment of any New Seller Engineering Employees without the prior written consent of Sellerconsultant); provided, however, that Buyer the foregoing shall not be apply to any (i) individual whose employment or service was terminated by Seller or its Affiliates, (ii) publishing or posting of open positions in breach the course of normal hiring practices which are not specifically sent to, or do not specifically target, employees of Seller or its non-solicitation obligation under this Section 6.10(d) solely Affiliates or hiring as a result of any general solicitation advertisements such posting, or (iii) solicitations made by third-party search firms that have not been directed by Purchaser or its Affiliates (including the Companies and the Transferred Subsidiaries) to specifically solicit such individuals or hiring as a result of such solicitations.
(c) The parties acknowledge that the covenants set forth in this Section 7.7 are an essential element of this Agreement and that, but for the agreement of each party to comply with these covenants, the other party would not targeted at any New Seller Engineering Employees and Buyer have entered into this Agreement. The parties acknowledge that this Section 7.7 constitutes an independent covenant that shall not be prohibited from hiring affected by performance or nonperformance of any New other provision of this Agreement. The existence of any claim or cause of action against one party by the other party, whether predicated on the breach of this Agreement or otherwise, shall not constitute a defense to the enforcement of the covenants contained in this Section 7.7. The parties have independently consulted with their respective counsel and after such consultation agree that the covenants set forth in this Section 7.7 are reasonable and proper in scope, duration, geographical area and in all other respects. If any such covenant is found to be invalid, void or unenforceable in any situation in any jurisdiction by a final determination of a court or any other Governmental Authority of competent jurisdiction, Seller Engineering Employees who respond and Purchaser agree that: (i) such determination shall not affect the validity or enforceability of (1) the offending term or provision in any other situation or in any other jurisdiction or (2) the remaining terms and provisions of this Section 7.7 in any situation in any jurisdiction; (ii) the offending term or provision shall be reformed rather than voided and the court or Governmental Authority making such determination shall have the power to such general solicitation advertisements not targeted at reduce the New Seller Engineering Employees.
(e) If Buyer scope, duration or Seller breaches geographical area of any invalid or unenforceable term or provision, to delete specific words or phrases, or to replace any invalid or enforceable 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 provision, in order to render the restrictive covenants set forth in this Section 6.10, then 7.7 enforceable to the non-breaching Party shall have the following rights fullest extent permitted by applicable Law; and remedies against the breaching Party, each of which shall be independent of the others and severally enforceable, and each of the following rights and remedies is in addition to, and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actions: (iiii) the right and remedy to have the restrictive covenant covenants set forth in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders 7.7 shall be enforceable as so modified.
(d) The parties hereby acknowledge and injunctions by any court of competent jurisdiction, it being agreed by the Parties agree that irreparable damage would occur if this Section 7.7 were not performed in accordance with its specific terms and that any breach of this Section 6.10 would cause irreparable injury 7.7 by the other party could not be adequately compensated in all cases by monetary damages alone. Accordingly, in addition to the non-breaching Party and that money damages would not provide an adequate any other right or remedy to the non-breaching Partywhich such party may be entitled, and (ii) the right and remedy at law or in equity or under this Agreement, such party shall be entitled to collect from the breaching Party any such Losses incurred by the non-breaching Party as a result of enforcing enforce this Section 6.107.7 by a decree of specific performance and to temporary, preliminary and permanent injunctive relief to prevent breaches or threatened breaches of this Section 7.7, without posting any bond or other undertaking.
(fe) Each Party agrees thatFor the avoidance of doubt, in none of the event a court of competent jurisdiction declares there has been a breach restrictions imposed by such Party applicable subsections of this Section 6.10, the term 7.7 shall apply to any Person that is an Affiliate of any a party to this Agreement if such term or covenant so breached shall Person ceases to be automatically extended with respect to an Affiliate of such Party for a period of time of the violation from the date on which such breach ceasesparty.
Appears in 3 contracts
Sources: Stock Purchase Agreement, Stock Purchase Agreement (Raymond James Financial Inc), Stock Purchase Agreement (Regions Financial Corp)
Non-Solicitation. From the time of execution and delivery by each Seller and Buyer of this Agreement until the Bidding Procedures Order is entered by the Bankruptcy Court and following entry of the Sale Order (a) Seller both periods being referred to as the “Non-Solicitation Period”), Sellers shall not, whether and shall cause each of the Target Companies and, to the extent permitted in the Tiwest Joint Venture Documents, Tiwest not to, nor shall they authorize or permit any of their respective Representatives or Affiliates to directly or indirectly, during the period beginning on the Closing Date and ending on the second anniversary solicit, facilitate or encourage submission of any inquiries, proposals or offers by, respond to any unsolicited inquiries, proposals or offers submitted by, or enter into any discussions or negotiations regarding a Competing Transaction with any Person (other than Buyers or any of their respective Affiliates, agents or Representatives) with respect to (A) any sale or other disposition of all or any portion of the Closing Date Acquired Business, the equity securities of Sellers, Target Companies, Tiwest (including for purposes of this Section 5(c)(v), the Tiwest Joint Venture), the Acquired Assets or any similar transaction with respect to the Acquired Business, Sellers, the Target Companies, Tiwest or the Acquired Assets or (B) any Restructuring Transaction (such period, the transactions described in clause (A) or (B) but excluding any transactions with Buyers being referred to as an “Restricted PeriodAcquisition Transaction”), (i) solicit the employment of; or provide any information or data to, or hirehave any discussions with any Person relating to, or that could reasonably be expected to lead to or result in, any Initial Restricted Employee without the prior written consent of Buyer, provided, however, that Seller shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Initial Restricted Employees, but Seller shall be prohibited from hiring any Initial Restricted Employees who respond to such general solicitation advertisements not targeted at the Initial Restricted EmployeesAcquisition Transaction; or (ii) take otherwise facilitate any action which is intended effort or attempt to induce make or implement any Initial Restricted Employee Acquisition Transaction; or approve, recommend, propose publicly to leave his approve or her employ recommend or enter into any agreement or understanding with the Business.
(b) Seller any other Person that contemplates or relates to any Acquisition Transaction. Sellers shall not, whether directly or indirectlyand shall not authorize any Target Company to, execute any definitive documents relating to any Acquisition Transaction during the Restricted Period solicit the employment of any Additional Restricted Employee without the prior written consent of BuyerNon-Solicitation Period; provided, however, that Seller shall not be in breach of its non-solicitation obligation under this Section 6.10(b) solely as a result of any general solicitation advertisements that are not targeted at any Additional Restricted Employees and Seller shall not be prohibited from hiring any Additional Restricted Employees who respond to such general solicitation advertisements not targeted at the Additional Restricted Employees.
(c) Except as provided in the Transition Services Agreement, Boeing Commercial Airplanes (“BCA”) shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, (i) solicit the employment of, or hire, any Seller Engineering Employees without the prior written consent of Seller, provided, however, that Buyer shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Seller Engineering Employees, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisements; or (ii) take any action which is intended to induce any Seller Engineering Employee to leave his or her employ with Seller.
(d) Except as provided in the Transition Services Agreement, BCA shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, solicit the employment of any New Seller Engineering Employees without the prior written consent of Seller; provided, however, that Buyer shall not be in breach of its non-solicitation obligation under this Section 6.10(d) solely as a result of any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering Employees.
(e) If Buyer or Seller breaches any the restrictive covenants set forth nothing in this Section 6.10, then 5(c)(v) shall prohibit Sellers during the non-breaching Party shall have the following rights and remedies against the breaching Party, each of which shall be independent portion of the others and severally enforceable, and each Non-Solicitation Period preceding the entry of the following rights and remedies is Sale Order from responding to any unsolicited inquiries from or engaging in addition to, and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actions: (i) discussions with the right and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders and injunctions by any court of competent jurisdiction, it being agreed by the Parties that any breach of this Section 6.10 would cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching Party, and (ii) the right and remedy to collect from the breaching Party any such Losses incurred by the non-breaching Party as a result of enforcing this Section 6.10.
(f) Each Party agrees that, official committees appointed in the event a court of competent jurisdiction declares there has been a breach by Chapter 11 Cases or engaging in discussions with any third parties in consultation with such Party of this Section 6.10official committees, the term of any such term or covenant so breached shall be automatically extended with respect to such Party for a period Restructuring Transaction to the extent Tronox Incorporated determines, in good faith, that such action is required by the Tronox Incorporated board of time directors’ fiduciary duties to Tronox Incorporated’s stakeholders. Sellers shall notify Buyers promptly, but in any event within twenty-four hours after receipt, of the violation from the date on which such breach ceasesreceipt of any inquiries, proposals or offers related to any Acquisition Transaction together with true and complete copies of all documents related thereto.
Appears in 2 contracts
Sources: Asset and Equity Purchase Agreement (Tronox Inc), Asset and Equity Purchase Agreement (Huntsman International LLC)
Non-Solicitation. Employee agrees that during Employee’s employment with the Company and for an additional period of the two (a2) Seller years immediately following termination of Employee’s employment with the Company, Employee shall not, whether not directly or indirectly, during as an individual or as a director, officer, contractor, employee, consultant, partner, investor or in any other capacity with any corporation, partnership or other person or entity, other than the period beginning on the Closing Date and ending on the second anniversary of the Closing Date Company (such period, the “Restricted Period”an "Other Entity"), (i) solicit contact or communicate with any then current material customer or client of the employment ofCompany in the Business, or hire, any Initial Restricted Employee without person or entity with which the prior written consent Company is then engaged in material discussions regarding that person or entity becoming a client or customer of Buyer, provided, however, that Seller shall not be in breach of its non-solicitation obligation set forth the Company in the foregoing clause (i) solely as a result Business, for the purpose of inducing any general solicitation advertisements that are not targeted at any Initial Restricted Employees, but Seller shall be prohibited such customer or client to move its account from hiring any Initial Restricted Employees who respond the Company to such general solicitation advertisements not targeted at the Initial Restricted Employees; or (ii) take any action which is intended to induce any Initial Restricted Employee to leave his or her employ with another company in the Business.
(b) Seller shall not, whether directly or indirectly, during the Restricted Period solicit the employment of any Additional Restricted Employee without the prior written consent of Buyer; provided, however, that Seller nothing in this sentence shall not be in breach prevent Employee from becoming employed by or providing consulting services to any such customer or client of its non-solicitation obligation under this Section 6.10(b) solely as a result of any general solicitation advertisements that are not targeted at any Additional Restricted Employees and Seller shall not be prohibited from hiring any Additional Restricted Employees who respond to such general solicitation advertisements not targeted at the Additional Restricted Employees.
(c) Except as provided Company in the Transition Services AgreementBusiness, Boeing Commercial Airplanes (“BCA”) shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, (i) solicit the employment of, or hire, any Seller Engineering Employees without the prior written consent of Seller, provided, however, that Buyer shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Seller Engineering Employees, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisements; or (ii) take solicit any action which is intended to induce any Seller Engineering Employee to leave his other employee of the Company for employment or her employ a consulting or other services arrangement with Seller.
(d) Except as provided in the Transition Services Agreement, BCA shall not, and Buyer shall not on behalf an Other Entity. The restrictions of BCA, whether directly or indirectly, during the Restricted Period, solicit the employment of any New Seller Engineering Employees without the prior written consent of Seller; provided, however, that Buyer this Section 3.3 shall not be in breach deemed to prevent Employee from owning not more than 5% of its non-solicitation obligation under this Section 6.10(d) solely as a result the issued and outstanding shares of any general solicitation advertisements that class of securities of an issuer engaged in the Business whose securities are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond listed on a national securities exchange or registered pursuant to such general solicitation advertisements not targeted at the New Seller Engineering Employees.
(eSection 12(g) If Buyer or Seller breaches any the restrictive covenants set forth in this Section 6.10, then the non-breaching Party shall have the following rights and remedies against the breaching Party, each of which shall be independent of the others and severally enforceableSecurities Exchange Act of 1934, and each as amended, or from owning any amount of securities of an issuer who is not engaged in the Business whose securities are listed on a national securities exchange or registered pursuant to Section 12(g) of the following rights and remedies is in addition toSecurities Exchange Act of 1934, and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actions: (i) the right and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders and injunctions by any court of competent jurisdiction, it being agreed by the Parties that any breach of this Section 6.10 would cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching Party, and (ii) the right and remedy to collect from the breaching Party any such Losses incurred by the non-breaching Party as a result of enforcing this Section 6.10.
(f) Each Party agrees that, in amended. In the event a court of competent jurisdiction declares there has been a breach by such Party determines that the foregoing restriction is unreasonable in terms of geographic scope or otherwise then the court is hereby authorized to reduce the scope of said restriction and enforce this Section 3.3 as so reduced. If any sentence, word or provision of this Section 6.103.3 shall be determined to be unenforceable, the term of any such term or covenant so breached same shall be automatically extended with respect severed herefrom and the remainder shall be enforced as if the unenforceable sentence, word or provision did not exist. Notwithstanding any provision of this Agreement to such Party the contrary, the terms and conditions of this Section 3.3 shall survive for a period of two (2) years following termination of Employee’s employment with the Company, at which time the terms and conditions of the violation from the date on which such breach ceasesthis Section 3.3 shall terminate.
Appears in 2 contracts
Sources: Employment Agreement (Bioanalytical Systems Inc), Employment Agreement (Bioanalytical Systems Inc)
Non-Solicitation. Except in connection with marketing the sale of the Acquired Assets to Potential Bidders/Qualified Bidders (aas shall be defined in the Bid Procedures) in accordance with the Bid Procedures Order after such Order is entered by the Bankruptcy Court, Seller shall not, whether directly or indirectlyand shall cause its Representatives and Affiliates, during the period beginning on the Closing Date and ending on the second anniversary of the Closing Date (such period, the “Restricted Period”)its Affiliates’ Representatives not to, (i) solicit the employment ofsolicit, negotiate, or hirediscuss with any Person, other than Buyer and its Affiliates, agents, and Representatives (and Seller shall, and shall cause its Representatives and Affiliates, and its Affiliates’ Representatives to, immediately cease any such ongoing activity), or enter into any agreement or understanding with respect to, or approve or recommend, or knowingly facilitate, any Initial Restricted Employee without Alternative Transaction or (ii) provide any Person, other than Buyer and its Affiliates, agents, and Representatives, with access to the prior written consent books, records, operating data, contracts, documents, or other information relating to Seller except to the extent required by Bankruptcy Court order. Seller shall promptly (and in any event within twenty-four (24) hours) notify Buyer of Buyerany inquiry, providedindication of interest, howeverproposal, or offer from a third party with respect to an Alternative Transaction received by Seller or any of its Affiliates or its or their employees or Representatives after the date hereof until the Bankruptcy Court shall have entered the Bid Procedures Order, and Seller shall communicate to Buyer the material terms of (including the identity of the Person or Persons making) any such inquiry, indication of interest, proposal, or offer. Seller shall immediately cease to provide access to confidential information about Seller or the Business in connection with any actual or potential Alternative Transaction until the entry of the Bid Procedures Order and shall immediately instruct any Person who does not become a “Qualified Bidder” (as shall be defined in the Bid Procedures) by the Bidding Deadline (as defined in the Bid Procedures), or if so qualified, is not designated the “Winning Bidder” or the “Back-up Bidder” (each as shall be defined in the Bid Procedures) at the Auction, in possession of confidential information about Seller or the Business that was furnished by or on behalf of Seller in connection with any actual or potential Alternative Transaction to return or destroy all such information or documents or material incorporating such information in accordance with the confidentiality or similar agreement governing treatment of such confidential information. Seller shall not be in breach of its non-solicitation obligation deemed to have violated or breached their obligations set forth in the foregoing clause (ifirst sentence of this Section 8(b) solely as a result of its receipt, without engaging in any general solicitation advertisements that are not targeted at any Initial Restricted Employees, but Seller shall be prohibited from hiring any Initial Restricted Employees who respond to such general solicitation advertisements not targeted at the Initial Restricted Employees; or (ii) take any action which is intended to induce any Initial Restricted Employee to leave his or her employ with the Business.
(b) Seller shall not, whether directly or indirectly, during the Restricted Period solicit the employment of any Additional Restricted Employee without the prior written consent of Buyer; provided, however, that Seller shall not be in breach of its non-solicitation obligation under this Section 6.10(b) solely as a result of any general solicitation advertisements that are not targeted at any Additional Restricted Employees and Seller shall not be prohibited from hiring any Additional Restricted Employees who respond to such general solicitation advertisements not targeted at the Additional Restricted Employees.
(c) Except as provided in the Transition Services Agreement, Boeing Commercial Airplanes (“BCA”) shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, (i) solicit the employment of, or hire, any Seller Engineering Employees without the prior written consent of Seller, provided, however, that Buyer shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Seller Engineering Employees, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisements; or (ii) take any action which is intended to induce any Seller Engineering Employee to leave his or her employ with Seller.
(d) Except as provided in the Transition Services Agreement, BCA shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, solicit the employment of any New Seller Engineering Employees without the prior written consent of Seller; provided, however, that Buyer shall not be in breach of its non-solicitation obligation under this Section 6.10(d) solely as a result of any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering Employees.
(e) If Buyer or Seller breaches any the restrictive covenants set forth in this Section 6.10, then the non-breaching Party shall have the following rights and remedies against the breaching Party, each of which shall be independent of the others and severally enforceable, and each of the following rights and remedies is in addition to, and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actions: (i) the right and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders and injunctions by any court of competent jurisdiction, it being agreed by the Parties that any breach of this Section 6.10 would cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching Party, and (ii) the right and remedy to collect from the breaching Party any such Losses incurred by the non-breaching Party as a result of enforcing this Section 6.10.
(f) Each Party agrees that, in the event a court of competent jurisdiction declares there has been a breach conduct prohibited by such Party sentence, of this Section 6.10, the term of any such term or covenant so breached shall be automatically extended with respect to such Party for a period of time of the violation from the date on which such breach ceasesan unsolicited Alternative Transaction proposal.
Appears in 2 contracts
Sources: Stalking Horse Asset Purchase Agreement (BioRestorative Therapies, Inc.), Asset Purchase Agreement (BioRestorative Therapies, Inc.)
Non-Solicitation. During the Executive’s employment with Holdings and for a period of twelve (a12) Seller months thereafter (the “Non-Solicitation Period”), the Executive shall not, whether except with prior written approval of the CEO, directly or indirectly, during the period beginning individually or as part of or on the Closing Date and ending on the second anniversary behalf of the Closing Date any other person, company, employer or other entity:
(such period, the “Restricted Period”), a) (i) solicit persuade or attempt to persuade any existing customer or agent with which the employment ofCompany has a contract (“Contracted Customer”) to cease doing business constituting the Prohibited Business with the Company or any of its subsidiaries, or hire, to reduce the amount of business constituting the Prohibited Business any Initial Restricted Employee without customer or agent does with the prior written consent of Buyer, provided, however, that Seller shall not be in breach Company or any of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Initial Restricted Employeessubsidiaries, but Seller shall be prohibited from hiring any Initial Restricted Employees who respond to such general solicitation advertisements not targeted at the Initial Restricted Employees; or (ii) take solicit for himself or any action entity any business constituting the Prohibited Business of a Contracted Customer of the Company or any of its subsidiaries or solicit any business constituting the Prohibited Business which was a Contracted Customer of the Company or with which the Executive is intended aware (or is made aware prior to induce the Termination Date) that the Company is in direct discussions as a prospective Contracted Customer of the Company (or any Initial Restricted Employee of their subsidiaries) within twelve (12) months prior to leave his or her employ with the Business.Termination Date; or
(b) Seller shall nothire, whether directly attempt to recruit or indirectlysolicit for hire, during or for any purpose whatsoever encourage to end or abandon their employment, reduce or diminish in any way their relationship or breach any agreement, with the Restricted Period solicit the employment of Company or any Additional Restricted Employee without the prior written consent of Buyer; provided, however, that Seller shall not be in breach of its non-solicitation obligation under this Section 6.10(b) solely as a result subsidiaries, any persons who have been employed by the Company or any of any general solicitation advertisements that are not targeted its subsidiaries at any Additional Restricted Employees and Seller shall not be prohibited from hiring any Additional Restricted Employees who respond time within the twelve (12) months prior to such general solicitation advertisements not targeted at the Additional Restricted Employees.
(c) Except as provided in the Transition Services Agreementhiring, Boeing Commercial Airplanes (“BCA”) shall notrecruitment or solicitation, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, other than (i) solicit any such employee whose employment with the employment of, Company or hire, any Seller Engineering Employees without the prior written consent of Seller, provided, however, that Buyer shall not be in breach of its non-solicitation obligation set forth in subsidiaries is terminated by the foregoing clause (i) solely as a result Company or any of any general solicitation advertisements that are not targeted at any Seller Engineering Employeesits subsidiaries, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisements; or (ii) take any action which is intended to induce any Seller Engineering Employee to leave such employee who voluntarily terminates his or her employ employment with Seller.
(d) Except as provided in the Transition Services Agreement, BCA shall not, and Buyer shall not on behalf of BCA, whether directly Company or indirectly, during the Restricted Period, solicit the employment of any New Seller Engineering Employees without the prior written consent of Seller; provided, however, that Buyer shall not be in breach of its non-solicitation obligation under subsidiaries, so long as the Executive did not induce or encourage such employee so to voluntarily terminate his or her employment. The parties acknowledge that the restrictions contained in this Section 6.10(dSections 10(b) solely as a result of will not apply to any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering Employeesor solicitations for employees.
(e) If Buyer or Seller breaches any the restrictive covenants set forth in this Section 6.10, then the non-breaching Party shall have the following rights and remedies against the breaching Party, each of which shall be independent of the others and severally enforceable, and each of the following rights and remedies is in addition to, and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actions: (i) the right and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders and injunctions by any court of competent jurisdiction, it being agreed by the Parties that any breach of this Section 6.10 would cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching Party, and (ii) the right and remedy to collect from the breaching Party any such Losses incurred by the non-breaching Party as a result of enforcing this Section 6.10.
(f) Each Party agrees that, in the event a court of competent jurisdiction declares there has been a breach by such Party of this Section 6.10, the term of any such term or covenant so breached shall be automatically extended with respect to such Party for a period of time of the violation from the date on which such breach ceases.
Appears in 2 contracts
Sources: Employment Agreement (Trustwave Holdings, Inc.), Employment Agreement (Trustwave Holdings, Inc.)
Non-Solicitation. The Grantee covenants and agrees that during the Grantee’s Employment and for a period of twenty-four (a24) Seller months (and such period shall be tolled on a day-to-day basis for each day during which the Grantee participates in any activity in violation of the restrictions set forth in this Section 12(b)) after the termination of the Grantee’s Employment, whether such termination occurs at the insistence of the Company or the Grantee (for whatever reason), the Grantee shall not, whether directly or indirectly, during the period beginning on the Closing Date and ending on the second anniversary of the Closing Date (such period, the “Restricted Period”)shall not assist any other Person to, (i) hire or solicit for hire any employee of the employment of, Company or hire, any Initial Restricted Employee without the prior written consent of Buyer, provided, however, that Seller shall not be in breach of its non-solicitation obligation set forth in Immediate Affiliates or seek to persuade any employee of the foregoing clause (i) solely as a result Company or any of any general solicitation advertisements that are not targeted at any Initial Restricted Employees, but Seller shall be prohibited from hiring any Initial Restricted Employees who respond its Immediate Affiliates to such general solicitation advertisements not targeted at the Initial Restricted Employees; discontinue employment or (ii) take solicit or encourage any action which is intended independent contractor providing services to induce the Company or any Initial Restricted Employee of its Immediate Affiliates to leave his terminate or her employ diminish its relationship with the Business.
(b) Seller shall not, whether directly or indirectly, during the Restricted Period solicit the employment of any Additional Restricted Employee without the prior written consent of Buyerthem; provided, however, that Seller after termination of the Grantee’s Employment, these restrictions shall apply only with respect to employees of, and independent contractors providing services to, the Company or any of its Immediate Affiliates who were such on the date that the Grantee’s Employment terminated or at any time during the nine (9) months immediately preceding such termination date; and, provided further, that this Section 5(b) shall not be in breach violated by (x) any general advertising or other general methods of solicitation by another company or search firm not specifically directed at the employees or independent contractors of the Company or any of its non-Immediate Affiliates or (y) any such hiring, solicitation obligation under this Section 6.10(b) solely as a result or encouragement of any general solicitation advertisements that are not targeted at employee or independent contractors of the Company or any Additional Restricted Employees and Seller shall not be prohibited from hiring any Additional Restricted Employees who respond to such general solicitation advertisements not targeted at the Additional Restricted Employees.
(c) Except as provided in the Transition Services Agreement, Boeing Commercial Airplanes (“BCA”) shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, (i) solicit the employment of, or hire, any Seller Engineering Employees without the prior written consent of Seller, provided, however, that Buyer shall not be in breach of its non-solicitation obligation set forth Immediate Affiliates below the level of director, so long as you had no direct or indirect involvement in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Seller Engineering Employees, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisements; or (ii) take any action which is intended to induce any Seller Engineering Employee to leave his or her employ with Selleractivities.
(d) Except as provided in the Transition Services Agreement, BCA shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, solicit the employment of any New Seller Engineering Employees without the prior written consent of Seller; provided, however, that Buyer shall not be in breach of its non-solicitation obligation under this Section 6.10(d) solely as a result of any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering Employees.
(e) If Buyer or Seller breaches any the restrictive covenants set forth in this Section 6.10, then the non-breaching Party shall have the following rights and remedies against the breaching Party, each of which shall be independent of the others and severally enforceable, and each of the following rights and remedies is in addition to, and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actions: (i) the right and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders and injunctions by any court of competent jurisdiction, it being agreed by the Parties that any breach of this Section 6.10 would cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching Party, and (ii) the right and remedy to collect from the breaching Party any such Losses incurred by the non-breaching Party as a result of enforcing this Section 6.10.
(f) Each Party agrees that, in the event a court of competent jurisdiction declares there has been a breach by such Party of this Section 6.10, the term of any such term or covenant so breached shall be automatically extended with respect to such Party for a period of time of the violation from the date on which such breach ceases.
Appears in 2 contracts
Sources: Employment Agreement (Michaels Companies, Inc.), Restricted Stock Unit Agreement (Michaels Companies, Inc.)
Non-Solicitation. Each of the Buyer Parties agree that:
(a) Seller shall not, whether directly or indirectly, during for the period beginning commencing on the Closing Date date of this Agreement and ending expiring on the second thirty-sixth month anniversary of the Closing Date (such periodDate, the “Restricted Period”), (i) solicit the employment of, or hire, any Initial Restricted Employee without the prior written consent of BuyerSeller Parent, provided, however, that Seller shall not be in breach neither it nor any of its non-solicitation obligation set forth in Affiliates (including the foregoing clause Transferred Entities following the Closing) shall, directly or indirectly, (iA) solely as a result induce or encourage or solicit any Person who is an employee of any general solicitation advertisements that are not targeted at of the Seller Parties (other than a Transferred Employee) or any Initial Restricted Employees, but Seller shall be prohibited from hiring of their respective Affiliates to leave such employee’s employment or to accept any Initial Restricted Employees who respond to such general solicitation advertisements not targeted at other position or employment with a Buyer Party or any of its Affiliates (including the Initial Restricted Employees; Transferred Entities following the Closing) or (iiB) take hire or assist any action which is intended to induce any Initial Restricted Employee to leave his or her employ with the Business.other Person in hiring such employee;
(b) Seller shall notfor the period commencing on the date of this Agreement and expiring at the Closing, whether neither it nor any of its Affiliates shall, directly or indirectly, during (A) induce or encourage or solicit any Employee to leave such Employee’s employment with any Seller Party or any of its Affiliates (including the Restricted Period solicit Transferred Entities) prior to the employment Closing or (B) hire or assist any other Person in hiring such Employee; and
(c) if this Agreement is terminated prior to the Closing, for a period commencing on the date on which this Agreement is terminated and expiring on the second anniversary of any Additional Restricted Employee such termination, without the prior written consent of BuyerSeller Parent, neither it nor any of its Affiliates shall, directly or indirectly, (A) induce or encourage or solicit any Employee to leave such Employee’s employment or to accept any other position or employment with a Buyer Party or any of its Affiliates or (B) hire or assist any other Person in hiring such Employee; provided, however, that Seller this Section 6.17 shall not apply to employees (including Employees) who have not been employed by any Seller Party or any of their respective Affiliates at any time during the six months prior to the applicable inducing, encouraging, soliciting or hiring, (y) shall not apply to Persons whose employment was terminated by any Seller Party or any of their respective Affiliates and (z) shall not prohibit general solicitations for employment through advertisements or other means (including the hiring of any Person resulting therefrom that is not known to be in breach an employee of its the Seller Parties, to the extent the solicitation is non-solicitation obligation under this Section 6.10(b) solely as a result of any general solicitation advertisements that are not targeted at any Additional Restricted Employees and Seller shall not be prohibited from hiring any Additional Restricted Employees who respond to such general solicitation advertisements not targeted at the Additional Restricted Employeestargeted).
(c) Except as provided in the Transition Services Agreement, Boeing Commercial Airplanes (“BCA”) shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, (i) solicit the employment of, or hire, any Seller Engineering Employees without the prior written consent of Seller, provided, however, that Buyer shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Seller Engineering Employees, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisements; or (ii) take any action which is intended to induce any Seller Engineering Employee to leave his or her employ with Seller.
(d) Except as provided in the Transition Services Agreement, BCA shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, solicit the employment of any New Seller Engineering Employees without the prior written consent of Seller; provided, however, that Buyer shall not be in breach of its non-solicitation obligation under this Section 6.10(d) solely as a result of any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering Employees.
(e) If Buyer or Seller breaches any the restrictive covenants set forth in this Section 6.10, then the non-breaching Party shall have the following rights and remedies against the breaching Party, each of which shall be independent of the others and severally enforceable, and each of the following rights and remedies is in addition to, and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actions: (i) the right and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders and injunctions by any court of competent jurisdiction, it being agreed by the Parties that any breach of this Section 6.10 would cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching Party, and (ii) the right and remedy to collect from the breaching Party any such Losses incurred by the non-breaching Party as a result of enforcing this Section 6.10.
(f) Each Party agrees that, in the event a court of competent jurisdiction declares there has been a breach by such Party of this Section 6.10, the term of any such term or covenant so breached shall be automatically extended with respect to such Party for a period of time of the violation from the date on which such breach ceases.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Tang Hsiang Chien), Stock Purchase Agreement (TTM Technologies Inc)
Non-Solicitation. (a) Seller Parent, the Other Sellers and Seller agree that for a period of two (2) years from and after the Closing Date it shall not, whether directly and it shall cause each of their Subsidiaries not to (and shall not encourage or indirectly, during the period beginning on the Closing Date and ending on the second anniversary assist any of the Closing Date (such period, the “Restricted Period”its Affiliates to), (i) solicit the employment of, or hire, any Initial Restricted Employee without the prior written consent of BuyerPurchaser, provideddirectly or indirectly, however, that Seller shall not be in breach solicit to hire (or cause or seek to cause to leave the employ of Purchaser or any of its non-solicitation obligation set forth in the foregoing clause Subsidiaries) (i) solely as a result of any general solicitation advertisements that are not targeted at any Initial Restricted Employees, but Seller shall be prohibited from hiring any Initial Restricted Employees who respond to such general solicitation advertisements not targeted at the Initial Restricted Employees; Transferred Employee or (ii) take any action which is intended other Person employed by Purchaser who became known to induce or was identified to the Seller Parent, Other Sellers or Seller or any Initial Restricted Employee of their Affiliates prior to leave his or her employ the Closing in connection with the Businesstransactions contemplated by this Agreement, unless in each case such Person ceased to be an employee of Purchaser or its Subsidiaries prior to such action by the Seller Parent, Other Sellers or Seller or any of their Affiliates, or, in the case of such Person’s voluntary termination of employment with Purchaser or any of its Subsidiaries, at least three (3) months prior to such action by the Seller Parent, Other Sellers or Seller or any of their Affiliates. Seller Parent agrees, upon the reasonable request of Purchaser, to use its commercially reasonable efforts to cause its Affiliates to enforce their rights for the benefit of Purchaser under the non-solicitation provisions of the Semiconductor Business Purchase Agreement; provided that all costs and expenses incurred in connection with the enforcement of such rights shall be borne exclusively by Seller Parent.
(b) Seller shall not, whether directly or indirectly, during Purchaser agrees that for a period of two (2) years from and after the Restricted Period solicit the employment of any Additional Restricted Employee without the prior written consent of Buyer; provided, however, that Seller shall not be in breach of its non-solicitation obligation under this Section 6.10(b) solely as a result of any general solicitation advertisements that are not targeted at any Additional Restricted Employees and Seller shall not be prohibited from hiring any Additional Restricted Employees who respond to such general solicitation advertisements not targeted at the Additional Restricted Employees.
(c) Except as provided in the Transition Services Agreement, Boeing Commercial Airplanes (“BCA”) Closing Date it shall not, and Buyer it shall cause its Subsidiaries not to (and shall not on behalf encourage or assist any of BCAits Affiliates to), whether directly or indirectly, during the Restricted Period, (i) solicit the employment of, or hire, any Seller Engineering Employees without the prior written consent of Seller, provideddirectly or indirectly, however, solicit to hire (or cause or seek to cause to leave the employ of the Other Sellers or Seller or any of their Affiliates) any Person that Buyer shall not it or they know to be in breach employed by the Other Sellers or Seller or any of their Affiliates as of the Closing Date unless such Person ceased to be an employee of the Other Sellers or Seller or any of their Affiliates prior to such action by Purchaser or any of its non-solicitation obligation Subsidiaries, or, in the case of such Person’s voluntary termination of employment with the Other Sellers or Seller or any of their Affiliates, at least three (3) months prior to such action by Purchaser or any of its Subsidiaries.
(c) Notwithstanding the foregoing, the restrictions set forth in the foregoing clause Sections 6.10(a) and 6.10(b) shall not apply to (i) solely bona fide public advertisements for employment placed by any Party and not specifically targeted at the employees of any other Party, or (ii) any employee who is not a manager or an individual contributor who is engaged in the design of Printer Products or processes. Section 6.10(a) shall not apply to any Person who is hired by the Other Sellers or Seller or any of their Affiliates (A) pursuant to any existing agreement with employee representatives (such as a works council agreement) by which the Other Sellers or Seller or any of their Affiliates is bound or (B) as a result of any general solicitation advertisements that are not targeted at any Seller Engineering Employees, but Buyer shall actions required to be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisements; or (ii) take any action which is intended to induce any Seller Engineering Employee to leave his or her employ with Seller.
(d) Except as provided in taken by the Transition Services Agreement, BCA shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, solicit the employment of any New Seller Engineering Employees without the prior written consent of Seller; provided, however, that Buyer shall not be in breach of its non-solicitation obligation under this Section 6.10(d) solely as a result of any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering Employees.
(e) If Buyer Other Sellers or Seller breaches or any the restrictive covenants set forth of their Affiliates in this Section 6.10, then the non-breaching Party shall have the following rights and remedies against the breaching Party, each of which shall be independent of the others and severally enforceable, and each of the following rights and remedies is in addition to, and not in lieu of, any other rights and remedies otherwise available order to such non-breaching Party at Law or in equity for such actions: (i) the right and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders and injunctions by any court of competent jurisdiction, it being agreed by the Parties that any breach of this Section 6.10 would cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching Party, and (ii) the right and remedy to collect from the breaching Party any such Losses incurred by the non-breaching Party as a result of enforcing this Section 6.10comply with local employment Laws.
(f) Each Party agrees that, in the event a court of competent jurisdiction declares there has been a breach by such Party of this Section 6.10, the term of any such term or covenant so breached shall be automatically extended with respect to such Party for a period of time of the violation from the date on which such breach ceases.
Appears in 2 contracts
Sources: Purchase and Sale Agreement (Avago Technologies LTD), Purchase and Sale Agreement (Marvell Technology Group LTD)
Non-Solicitation. (a) Seller shall not, whether directly or indirectly, during Until the period beginning on later of (x) the Closing Date expiration of the Standstill Period and ending on (y) the second (2nd) anniversary of the Closing Date (such periodDate, the “Restricted Period”)Investor covenants and agrees that, (i) solicit to the employment offullest extent permitted by Applicable Law, or hirethe Investor shall not, any Initial Restricted Employee and shall cause its Affiliates not to, without the prior written consent of BuyerParent, directly or indirectly (whether alone or jointly with another Person), (a) hire or solicit for employment (whether as an officer, employee or consultant or other independent contractor) any individual who is an employee or officer of Parent or any of its Affiliates, including the Company and its Subsidiaries, as of immediately following the Closing with a title of Vice President or more senior and, solely with respect to such employees or officers of Parent or any of its Affiliates who as of immediately prior to the Closing were not employees or officers of the Company or any of its Subsidiaries, with whom the Investor has had contact or who (or whose performance) became known to the Investor in connection with the negotiation of the transactions contemplated by the Merger Agreement or (b) otherwise knowingly encourage any such individual to terminate his or her employment or service to Parent or its Affiliates; provided, however, that Seller the restrictions of this Section 3.2(a) shall not be in breach of its non-solicitation obligation set forth in the foregoing clause prohibit (i) solely as a result solicitation of any individual through any general solicitation advertisements that are advertisement, or any search firm, placement agency or recruiting agency engagement which, in any such case, is not directed or targeted at any Initial Restricted Employeessuch individual, but Seller shall be prohibited from hiring any Initial Restricted Employees who respond to such general solicitation advertisements not targeted at the Initial Restricted Employees; or (ii) take solicitation of or hiring any action which is intended individual whose employment with Parent or its applicable Affiliate terminated after the Closing and at least six (6) months prior to induce the commencement of employment discussions with such individual or (iii) solicitation of or hiring any Initial Restricted Employee individual who has, without any encouragement from the Investor or any of its Affiliates, relocated (on a full-time basis) or otherwise changed their permanent residence to leave his or her employ with the BusinessIsrael.
(b) Seller Until the second (2nd) anniversary of the Closing Date, Parent covenants and agrees that, to the fullest extent permitted by Applicable Law, Parent shall not, whether directly or indirectlyand shall cause its Affiliates not to, during the Restricted Period solicit the employment of any Additional Restricted Employee without the prior written consent of Buyerthe Investor, directly or indirectly (whether alone or jointly with another Person), (a) hire or solicit for employment (whether as an officer, employee or consultant or other independent contractor) any individual who is an employee or officer of the Investor or any of its Affiliates as of immediately following the Closing constituting a “Forum 100” or more senior employee or officer and with whom Parent has had contact or who (or whose performance) became known to Parent in connection with the negotiation of the transactions contemplated by the Merger Agreement or (b) otherwise knowingly encourage any such individual to terminate his or her employment or service to the Investor or its Affiliates; provided, however, that Seller the restrictions of this Section 3.2(b) shall not be in breach of its non-prohibit (i) solicitation obligation under this Section 6.10(b) solely as a result of any individual through any general solicitation advertisements that are advertisement, or any search firm, placement agency or recruiting agency engagement which, in any such case, is not directed or targeted at any Additional Restricted Employees and Seller shall not be prohibited from hiring any Additional Restricted Employees who respond to such general solicitation advertisements not targeted at the Additional Restricted Employees.
(c) Except as provided in the Transition Services Agreementindividual, Boeing Commercial Airplanes (“BCA”) shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, (i) solicit the employment of, or hire, any Seller Engineering Employees without the prior written consent of Seller, provided, however, that Buyer shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Seller Engineering Employees, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisements; or (ii) take solicitation of or hiring any action which is intended individual whose employment with the Investor or its applicable Affiliate terminated after the Closing and at least six (6) months prior to induce the commencement of employment discussions with such individual or (iii) solicitation of or hiring any Seller Engineering Employee to leave his individual who has, without any encouragement from Parent or her employ with Seller.
(d) Except as provided in the Transition Services Agreement, BCA shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, solicit the employment of any New Seller Engineering Employees without the prior written consent of Seller; provided, however, that Buyer shall not be in breach of its nonAffiliates, relocated (on a full-solicitation obligation under this Section 6.10(dtime basis) solely as a result of any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering Employees.
(e) If Buyer or Seller breaches any the restrictive covenants set forth in this Section 6.10, then the non-breaching Party shall have the following rights and remedies against the breaching Party, each of which shall be independent of the others and severally enforceable, and each of the following rights and remedies is in addition to, and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actions: (i) the right and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders and injunctions by any court of competent jurisdiction, it being agreed by the Parties that any breach of this Section 6.10 would cause irreparable injury changed their permanent address to the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching Party, and (ii) the right and remedy to collect from the breaching Party any such Losses incurred by the non-breaching Party as a result of enforcing this Section 6.10.
(f) Each Party agrees that, in the event a court of competent jurisdiction declares there has been a breach by such Party of this Section 6.10, the term of any such term or covenant so breached shall be automatically extended with respect to such Party for a period of time of the violation from the date on which such breach ceases.U.S.
Appears in 2 contracts
Sources: Investor Rights Agreement (Valley National Bancorp), Merger Agreement (Valley National Bancorp)
Non-Solicitation. During the Restricted Period, each Party shall not, and shall cause its Subsidiaries not to, directly or indirectly:
(a) Seller shall notsolicit, whether directly cause, induce or indirectlyattempt to solicit, during cause or induce any customer, supplier, licensee, licensor, franchisee, employee, consultant or other Person who is a business relation of the period beginning on other Party or any of its Subsidiaries as of and giving effect to the Closing Date and ending on the second anniversary of the Closing Date (such period, the “Restricted Period”), to (i) solicit cease doing business with the employment of, other Party or hire, any Initial Restricted Employee without the prior written consent of Buyer, provided, however, that Seller shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Initial Restricted EmployeesSubsidiaries, but Seller shall be prohibited from hiring any Initial Restricted Employees who respond to such general solicitation advertisements not targeted at the Initial Restricted Employees; or (ii) take to engage in business with any action which is intended competitor of the other Party or any of its Subsidiaries (but solely with respect to induce any Initial Restricted Employee to leave his a Competing Business) or her employ (iii) materially and adversely interfere with the Business.relationship between any such customer, supplier, licensee, licensor, franchisee, employee, consultant or business relation of the other Party or any of its Subsidiaries; or
(b) Seller shall notsolicit for employment or attempt to solicit otherwise, whether directly endeavor to entice away from the other Party or indirectlyany of its Subsidiaries, hire or retain any Person who is a director, officer, employee, full-time consultant or contractor, agent or other personnel of the other Party or any of its Subsidiaries (“Restricted Personnel”) as of the Closing or during the Restricted Period solicit the employment of any Additional Restricted Employee without the prior written consent of Buyer; provided, however, that Seller shall not be in breach of its non-solicitation obligation under this Section 6.10(b) solely as a result of any general solicitation advertisements that are not targeted at any Additional Restricted Employees and Seller shall not be prohibited from hiring any Additional Restricted Employees who respond to such general solicitation advertisements not targeted at the Additional Restricted EmployeesPeriod.
(c) Except as provided in Notwithstanding the Transition Services Agreementforegoing, Boeing Commercial Airplanes (“BCA”) shall not, and Buyer this Section 5.11 shall not on behalf of BCA, whether directly prohibit either Party or indirectly, during the Restricted Period, its Affiliates from (i) solicit soliciting any Restricted Personnel of the employment of, or hire, any Seller Engineering Employees without the prior written consent of Seller, provided, however, that Buyer shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as other Party through a result of any general solicitation advertisements that are advertisement not targeted at any Seller Engineering Employeessuch Restricted Personnel, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisements; or (ii) take hiring or retaining any action which is intended Restricted Personnel that respond to induce any Seller Engineering Employee such general advertisement, or (iii) soliciting, hiring or retaining any Person that has not served as a director, officer, employee, consultant, contract, agent or as other personnel of the other Party for at least six (6) months prior to leave his such solicitation or her employ with Selleremployment.
(d) Except as provided Each Party hereby acknowledges and agrees that the restrictive period of time, geographic scope and scope of restricted activity specified herein are reasonable and necessary in view of the Transition Services Agreement, BCA shall not, Transactions and Buyer shall the nature of the business in which each Party is engaged. Each Party acknowledges and agrees that the other would not on behalf of BCA, whether directly or indirectly, during have entered into this Agreement but for such Party’s agreements and obligations pursuant to this Section 5.11. If the Restricted Period, solicit the employment scope of any New Seller Engineering Employees without the prior written consent stated restriction is too broad to permit enforcement of Seller; provided, however, that Buyer shall not be in breach of such restriction(s) to its non-solicitation obligation under this Section 6.10(d) solely as a result of any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering Employees.
(e) If Buyer or Seller breaches any the restrictive covenants set forth in this Section 6.10full extent, then the non-breaching Party shall have the following rights and remedies against the breaching Party, each of which Parties agree that such restriction shall be independent of the others and severally enforceable, and each of the following rights and remedies is in addition to, and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actions: (i) the right and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders and injunctions by any court of competent jurisdiction, it being agreed by the Parties that any breach of this Section 6.10 would cause irreparable injury and/or modified to the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching Party, and (ii) the right and remedy to collect from the breaching Party any such Losses incurred maximum extent permitted by the non-breaching Party as a result of enforcing this Section 6.10.
(f) Each Party agrees law. The Parties agree that, in the event a court of competent jurisdiction declares there has been a breach by such Party of this Section 6.105.11, the term Restricted Period (for purposes of any such term or covenant so breached this Section 5.11 and only with respect to the breaching party) shall be automatically extended with respect to such Party for a the breaching party by the period of time of the violation from the date on which such breach ceasesbreach.
Appears in 2 contracts
Sources: Stock and Asset Purchase Agreement (Terex Corp), Stock and Asset Purchase Agreement
Non-Solicitation. (a) Seller shall not, whether and shall cause its Affiliates not to, directly or indirectly, during the period beginning on from the Closing Date and ending on until the second anniversary of the Closing Date Date, contact, approach or solicit for the purpose of offering employment to or hiring (such periodwhether as an employee, the “Restricted Period”consultant, agent, independent contractor or otherwise), (i) solicit the employment of, or hire, any Initial Restricted Employee without the prior written consent of Buyer, provided, however, that Seller shall not be in breach of its non-solicitation obligation set forth in the foregoing clause person employed by Buyer (i) solely as a result of any general solicitation advertisements that are not targeted at any Initial Restricted Employees, but Seller shall be prohibited from hiring any Initial Restricted Employees who respond with respect to such general solicitation advertisements not targeted at the Initial Restricted Employees; or (ii) take any action which is intended to induce any Initial Restricted Employee to leave his or her employ with the Business) or the Longhorn Entities (or their respective Affiliates or successors-in-interest to the extent related to the Business) (other than employees whose annual base compensation is less than $75,000).
(b) Seller Buyer shall not, whether and shall cause its Affiliates not to, directly or indirectly, during the Restricted Period period from the Closing Date until the second anniversary of the Closing Date, contact, approach or solicit for the purpose of offering employment of to or hiring (whether as an employee, consultant, agent, independent contractor or otherwise), or hire, any Additional Restricted Employee without the prior written consent of Buyer; providedperson employed by Seller (or its Affiliates or successors-in-interest), however, that Seller shall not be in breach either case for a position with Buyer or any of its non-solicitation obligation under this Section 6.10(b) solely as a result of any general solicitation advertisements that are not targeted at any Additional Restricted Employees and Seller shall not be prohibited from hiring any Additional Restricted Employees who respond Affiliates related to such general solicitation advertisements not targeted at the Additional Restricted EmployeesBusiness (other than employees whose annual base compensation is less than $75,000).
(c) Except as provided in Notwithstanding the Transition Services Agreementforegoing, Boeing Commercial Airplanes (“BCA”the Parties agree that the provisions of Section 9.7(a) and Section 9.7(b) shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, prohibit (i) solicit the hiring of a person whose employment ofwas terminated by his or her respective employer (or its Affiliates) and who was not solicited by the other party (or its Affiliates in violation of Section 9.7(a) or (b), or hireas applicable, any Seller Engineering Employees without the prior written consent of Seller, provided, however, that Buyer shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Seller Engineering Employees, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisements; or (ii) take solicitation by way of general advertising, including general solicitations in any action local, regional or national newspapers or other publications or circulars or on internet sites or any search firm engagement which is intended to induce any not directed or focused on employees of Buyer, or Seller Engineering Employee to leave his or her employ with Sellertheir respective Affiliates as applicable.
(d) Except as provided in The Parties agree that the Transition Services Agreement, BCA shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during restraints created by the Restricted Period, solicit the employment of any New Seller Engineering Employees without the prior written consent of Seller; provided, however, that Buyer shall not be in breach of its non-solicitation obligation under this Section 6.10(d) solely as a result of any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering Employees.
(e) If Buyer or Seller breaches any the restrictive covenants set forth in this Section 6.109.7 are no greater than necessary to protect the Parties’ respective legitimate interests, then the non-breaching Party shall have the following rights that damages would be an inadequate remedy and remedies against the breaching Party, each of which that a Person seeking to enforce this Section 9.7 shall be independent entitled to seek specific performance and injunctive relief as remedies for any breach hereof. Furthermore, the Parties agree that such covenants do not hinder, or otherwise cause hardship to, any party or its Affiliates with respect to finding other employees or any party’s or its Affiliates’ employees with respect to finding employment elsewhere. Similarly, the Parties agree that no party’s need for the protection afforded by the covenants of this Section 9.7 is outweighed by either the hardship to any other party or its Affiliates or any public interest. The existence of any claim or cause of action of a party against another party, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by a party of the others covenants contained in this Section 9.7. Should any portion of the covenants in this Section 9.7 be held to be wholly or partially invalid or unenforceable because such portion is held to be overly broad or unreasonable in scope, such holding shall not invalidate or void the remainder of this Section 9.7 or this Agreement, and severally the portions held to be overly broad or unreasonable in scope shall be revised and reduced in scope so as to be valid and enforceable, and each of the following rights and remedies is in addition toshall be enforced as so reformed, and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actions: (i) the right and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders and injunctions by any court of competent jurisdiction, it being agreed by the Parties that any breach of this Section 6.10 would cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching Party, and (ii) the right and remedy to collect from the breaching Party any such Losses incurred maximum extent permitted by the non-breaching Party as a result of enforcing this Section 6.10law.
(f) Each Party agrees that, in the event a court of competent jurisdiction declares there has been a breach by such Party of this Section 6.10, the term of any such term or covenant so breached shall be automatically extended with respect to such Party for a period of time of the violation from the date on which such breach ceases.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Rowan Companies Inc), Stock Purchase Agreement (Joy Global Inc)
Non-Solicitation. During the Term, each Party (athe “Hiring Party”) Seller shall not, whether without the other Party’s consent, directly or indirectly, during and shall cause its Affiliates (for the period beginning on the Closing Date avoidance of doubt, with respect to Symbotic, excluding C&S and ending on the second anniversary its direct or indirect subsidiaries), employees and other Personnel (in their capacity as such) not to: (a) solicit for hire, engagement or employment any employee of the Closing Date other Party (the “Non-Hiring Party”) or any of its Affiliates with whom the Hiring Party has had contact with in connection with the performance of this Agreement (such periodemployees, the “Restricted PeriodEmployees”), (i) solicit the employment of, or hire, any Initial Restricted Employee without the prior written consent of Buyer, provided, however, that Seller shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Initial Restricted Employees, but Seller shall be prohibited from hiring any Initial Restricted Employees who respond to such general solicitation advertisements not targeted at the Initial Restricted Employees; or (iib) take any action which is intended persuade, induce or attempt to persuade or induce any Initial Restricted Employee of the Non-Hiring Party or any of its Affiliates to leave his or her employ employment or engagement with the Business.
(b) Seller shall not, whether directly Non-Hiring Party or indirectly, during any of its Affiliates and to work for the Restricted Period solicit the employment of any Additional Restricted Employee without the prior written consent of BuyerHiring Party; provided, however, that Seller the foregoing restrictions shall not be in breach of its non-solicitation obligation under this Section 6.10(bprohibit (i) solely as a result of any general solicitation advertisements by a professional search firm where none of the Hiring Party nor any of its Affiliates assigned such firm to solicit Restricted Employees of the Non-Hiring Party or any of its Affiliates; (ii) generalized solicitations by advertising and the like that are not targeted at directed to any Additional Restricted Employees and Seller shall not be prohibited from hiring Employee of the Non-Hiring Party or any Additional Restricted Employees who respond to such general solicitation advertisements not targeted at the Additional Restricted Employees.
(c) Except as provided in the Transition Services Agreement, Boeing Commercial Airplanes (“BCA”) shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, (i) solicit the employment of, or hire, any Seller Engineering Employees without the prior written consent of Seller, provided, however, that Buyer shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Seller Engineering Employees, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisementsAffiliates; or (iiiii) take solicitations of persons no longer employed or engaged by the Non-Hiring Party or any action which is intended to induce any Seller Engineering Employee to leave his or her employ with Seller.
(d) Except as provided in the Transition Services Agreement, BCA shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, solicit the employment of any New Seller Engineering Employees without the prior written consent of Sellerits Affiliates; provided, howeverfurther, that Buyer the restrictions stated above shall not be in breach of its non-solicitation obligation under this Section 6.10(d) solely as a result of any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering Employees.
(e) If Buyer or Seller breaches any the restrictive covenants set forth in this Section 6.10, then the non-breaching Party shall have the following rights and remedies against the breaching Party, each of which shall be independent of the others and severally enforceable, and each of the following rights and remedies is in addition to, and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actions: (i) the right and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders and injunctions by any court of competent jurisdiction, it being agreed by the Parties that any breach of this Section 6.10 would cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching Party, and (ii) the right and remedy to collect from the breaching Party any such Losses incurred by the non-breaching Party as a result of enforcing this Section 6.10.
(f) Each Party agrees that, in the event a court of competent jurisdiction declares there has been a breach by such Party of this Section 6.10, the term of any such term or covenant so breached shall be automatically extended apply with respect to such Party for solicitation by Walmart of an individual who was previously engaged in performing operations work at any Project Site other than Symbotic Personnel in a period of time of management role. Notwithstanding the violation foregoing, after three (3) years from the date on which of Acceptance of all Alpha Systems at a particular Site, Walmart may solicit the automation general manager, assistant automation general manager, and the head maintenance manager that were employed by Symbotic and assigned to such breach ceases.Site (“Permitted Manager
Appears in 2 contracts
Sources: Master Automation Agreement (Symbotic Inc.), Purchase and Sale Agreement (Symbotic Inc.)
Non-Solicitation. (a) Seller shall not, whether directly or indirectly, during From the period beginning on Closing Date until twelve (12) months following the Closing Date and ending on the second anniversary of the Closing Date (such period, the “Restricted Period”), (i) solicit the employment of, or hire, any Initial Restricted Employee without the prior written consent of Buyer, providedSeller agrees that it will not, howeverand will cause its Affiliates not to, that Seller shall not be in breach solicit for employment or hire or employ any of its non-solicitation obligation set forth in the foregoing clause (i) solely the current employees of Buyer or its Affiliates to whom Seller or its Affiliates had been directly or indirectly introduced or otherwise had contact with as a result of any general solicitation advertisements that its or their consideration, negotiation or consummation of the transactions contemplated by this Agreement, so long as they are not targeted at any Initial Restricted Employees, but Seller shall be prohibited from hiring any Initial Restricted Employees who respond to such general solicitation advertisements not targeted at the Initial Restricted Employees; employed by Buyer or its Affiliates or (ii) take any action which employee of the Business who is intended a Re-Hired Employee, or induce, or attempt to induce induce, any Initial Restricted Employee employee referred to leave in the foregoing clauses (i) and (ii) to terminate his or her employ employment with, or otherwise cease his or her relationship with Buyer or its Affiliates; provided that, the foregoing restriction shall not apply to any such employee of Buyer or its Affiliates or employee of the Business who responds to general solicitation employment advertising in the media not directed specifically toward the employees of Buyer or its Affiliates or Re-Hired Employees of the Business.
(b) Seller shall not, whether directly or indirectly, during From the Restricted Period solicit Closing Date until twelve (12) months following the employment of any Additional Restricted Employee without the prior written consent of Buyer; provided, however, that Seller shall not be in breach of its non-solicitation obligation under this Section 6.10(b) solely as a result of any general solicitation advertisements that are not targeted at any Additional Restricted Employees Closing Date and Seller shall not be prohibited from hiring any Additional Restricted Employees who respond to such general solicitation advertisements not targeted at the Additional Restricted Employees.
(c) Except as provided in the Transition Services Agreement, Boeing Commercial Airplanes (“BCA”) shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, (i) solicit the employment of, or hire, any Seller Engineering Employees without the prior written consent of Seller, providedBuyer agrees that it will not, howeverand will cause its Affiliates not to, that Buyer shall not be in breach solicit for employment or hire or employ any of its non-solicitation obligation set forth in the foregoing clause (i) solely the current employees of Seller or its Affiliates to whom Buyer or its Affiliates had been directly or indirectly introduced or otherwise had contact with as a result of any general solicitation advertisements that its or their consideration, negotiation or consummation of the transactions contemplated by this Agreement, so long as they are not targeted at any employed by Seller Engineering Employees, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisements; or its Affiliates or (ii) take any action which employee of the Business who is intended an Excluded Employee other than in accordance with the express provisions of this Agreement, or induce, or attempt to induce induce, any Seller Engineering Employee employee referred to leave his or her employ with Seller.
(d) Except as provided in the Transition Services Agreement, BCA shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, solicit the employment of any New Seller Engineering Employees without the prior written consent of Seller; provided, however, that Buyer shall not be in breach of its non-solicitation obligation under this Section 6.10(d) solely as a result of any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering Employees.
(e) If Buyer or Seller breaches any the restrictive covenants set forth in this Section 6.10, then the non-breaching Party shall have the following rights and remedies against the breaching Party, each of which shall be independent of the others and severally enforceable, and each of the following rights and remedies is in addition to, and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actions: foregoing clauses (i) the right and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders and injunctions by any court of competent jurisdiction, it being agreed by the Parties that any breach of this Section 6.10 would cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching Party, and (ii) to terminate his or her employment with, or otherwise cease his or her relationship with Seller or its Affiliates; provided that, the right and remedy foregoing restriction shall not apply to collect from the breaching Party any such Losses incurred by employee of Seller or its Affiliates or employee of the non-breaching Party as a result of enforcing this Section 6.10.
(f) Each Party agrees that, Business who responds to general solicitation employment advertising in the event a court media not directed specifically toward the employees of competent jurisdiction declares there has been a breach by such Party of this Section 6.10, the term of any such term Seller or covenant so breached shall be automatically extended with respect to such Party for a period of time its Affiliates or Excluded Employees of the violation from the date on which such breach ceasesBusiness.
Appears in 2 contracts
Sources: Asset Purchase Agreement, Asset Purchase Agreement (Peabody Energy Corp)
Non-Solicitation. (a) Seller shall Section 4.1 During the Term, Parent will not, whether directly or indirectly, during the period beginning on the Closing Date and ending on the second anniversary of the Closing Date (such period, the “Restricted Period”), (i) solicit the employment of, or hire, any Initial Restricted Employee without the prior written consent of Buyer, provided, however, that Seller shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Initial Restricted Employees, but Seller shall be prohibited from hiring any Initial Restricted Employees who respond to such general solicitation advertisements not targeted at the Initial Restricted Employees; or (ii) take any action which is intended to induce any Initial Restricted Employee to leave his or her employ with the Business.
(b) Seller shall not, whether directly or indirectly, during the Restricted Period solicit the employment of any Additional Restricted Employee without the prior written consent of Buyer; provided, however, that Seller shall not be in breach of its non-solicitation obligation under this Section 6.10(b) solely as a result of any general solicitation advertisements that are not targeted at any Additional Restricted Employees and Seller shall not be prohibited from hiring any Additional Restricted Employees who respond to such general solicitation advertisements not targeted at the Additional Restricted Employees.
(c) Except as provided in the Transition Services Agreement, Boeing Commercial Airplanes (“BCA”) shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, (i) solicit the employment of, or hire, any Seller Engineering Employees without the prior written consent of Seller, providedand Parent will cause its controlled Affiliates (including, howeverafter the Closing, the Transferred Entities) not to:
(a) encourage, induce, attempt to induce or solicit business from any customer or client of the Retained Business as of the Closing Date (collectively, the “Covered Customers”), in each case, for the purpose of interfering with the relationship between any such Covered Customer, on the one hand, and the Retained Business, on the other hand, by providing goods, products or services with respect to, or on behalf of, any business that Buyer competes with the Retained Business (it being understood that the placement of general advertisements that may be targeted to a particular geographic or technical area, but which are not targeted directly towards a Covered Customer, shall not be in prohibited or restricted under, or deemed to be a breach of, this Section 4.1(a)); or
(b) encourage, induce, attempt to induce or solicit any Covered Customer to cease doing business with the Retained Business or Seller or any of its non-solicitation obligation Affiliates. provided, that, except as expressly set forth in Section 4.1(a) or Section 4.1(b), nothing in this Agreement shall prohibit, restrict or otherwise limit the foregoing clause (i) solely as a result ability of Parent or any general solicitation advertisements that are not targeted at of its controlled Affiliates from doing business with any Seller Engineering Employees, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisements; or (ii) take any action which is intended to induce any Seller Engineering Employee to leave his or her employ with SellerCovered Customer.
(d) Except as provided Section 4.2 Notwithstanding anything to the contrary, nothing in the Transition Services Agreementthis Section 4 shall prohibit or restrict Parent or any of its controlled Affiliates from, BCA shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, solicit the employment of any New Seller Engineering Employees without the prior written consent of Seller; provided, however, that Buyer shall not be in breach of its non-solicitation obligation under this Section 6.10(d) solely as a result of any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering Employees.
(e) If Buyer or Seller breaches any the restrictive covenants set forth in this Section 6.10, then the non-breaching Party shall have the following rights and remedies against the breaching Party, each of which shall be independent of the others and severally enforceable, and each of the following rights and remedies is in addition to, and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actions: (i) performing its obligations under the right and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching PartyPurchase Agreement or any Ancillary Agreement, including temporary restraining orders and injunctions by any court of competent jurisdiction, it being agreed by the Parties that any breach of this Section 6.10 would cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching Party, and (ii) the right and remedy to collect from the breaching Party any such Losses incurred by the non-breaching Party owning as a result passive investment less than five percent (5%) of enforcing this Section 6.10.
the outstanding shares of the capital stock of a publicly-traded company that competes with the Retained Business, or (fiii) Each Party agrees that, owning as a passive investment an equity interest in a private debt or equity investment fund or vehicle (or any portfolio company (as such term is customarily understood in the event a court of competent jurisdiction declares there has been a breach by such Party of this Section 6.10, the term private equity industry) or investment of any such term fund or covenant so breached shall be automatically extended with respect vehicle) in which neither Joby nor any of its Affiliates has the ability to control or materially influence investment decisions or exercise any managerial control over such Party for a period of time of the violation from the date on which such breach ceasesfund, vehicle, portfolio company or investment.
Appears in 2 contracts
Sources: Commercial Agreement (Strata Critical Medical, Inc.), Equity Purchase Agreement (Blade Air Mobility, Inc.)
Non-Solicitation. (a1) Seller Except as expressly provided in this Article 5, the Company and its Subsidiaries shall not, whether directly or indirectly, during the period beginning on the Closing Date and ending on the second anniversary through any officer, director, employee, representative (including any financial or other adviser) or agent of the Closing Date Company or of any of its Subsidiaries (such period, the collectively “Restricted PeriodRepresentatives”), and shall not permit any such Person to:
(a) solicit, assist, initiate, knowingly encourage or otherwise knowingly facilitate, (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books or records of the Company or any Subsidiary) any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal;
(b) enter into or otherwise engage or participate in any discussions or negotiations with any Person (other than the Purchaser or any of its affiliates) regarding any inquiry, proposal or offer that constitutes or would reasonably be expected to constitute or lead to, an Acquisition Proposal, it being acknowledged and agreed that the Company may communicate with any Person for purposes of advising such Person of the non-solicitation restrictions in Article 5 hereof, also advising such Person, as applicable, that their Acquisition Proposal does not constitute a Superior Proposal or is not reasonably expected to constitute or lead to a Superior Proposal; or
(c) make a Change in Recommendation other than following the occurrence of a Purchaser Material Adverse Effect.
(2) The Company shall, and shall cause its Subsidiaries and its Representatives to, immediately cease and terminate, and cause to be terminated, any solicitation, encouragement, discussion, negotiations, or other activities commenced on or prior to the date of this Agreement with any Person (other than the Purchaser) with respect to any inquiry, proposal or offer that constitutes, or may reasonably be expected to constitute or lead to, an Acquisition Proposal, and in connection therewith the Company shall:
(a) promptly discontinue access to and disclosure of all confidential information, including the Company Data Room, properties, facilities, books and records of the Company or any Subsidiary of the Company; and
(b) within two Business Days of the date hereof, to the extent it is permitted to do so, request, and use commercially reasonably efforts to exercise all rights it has to require (i) solicit the employment ofreturn or destruction of all copies of any confidential information regarding the Company or any Subsidiary provided to any such Person other than the Purchaser; and (ii) the destruction of such material including or incorporating or otherwise reflecting such confidential information regarding the Company or any Subsidiary, to the extent that such information has not previously been returned or hiredestroyed, using its commercially reasonable efforts to ensure that such requests are fully complied with in accordance with the terms of such rights or entitlements.
(3) The Company represents and warrants that, in the 12 months prior to the date hereof, the Company has not waived any Initial Restricted Employee standstill or similar agreement or restriction to which the Company or any Subsidiary is a party relating to an Acquisition Proposal, and covenants and agrees that (i) the Company shall use commercially reasonable efforts to enforce each confidentiality, standstill, non-disclosure or similar agreement or restriction to which the Company or any Subsidiary is a party in connection with a potential or actual Acquisition Proposal, and (ii) neither the Company, nor any Subsidiary will, without the prior written consent of Buyerthe Purchaser (which may be withheld or delayed in the Purchaser’s sole and absolute discretion), providedrelease any Person from, howeveror waive, that Seller shall not be in breach amend, suspend or otherwise modify such Person’s obligations respecting the Company, or any of its Subsidiaries, under any confidentiality, standstill, non-solicitation obligation set forth disclosure or similar agreement or restriction to which the Company or any Subsidiary is a party in connection with a potential or actual Acquisition Proposal, it being acknowledged and agreed that the foregoing clause (i) solely automatic termination of any standstill, confidentially or non-disclosure provisions of any such agreement or restriction as a result of any general solicitation advertisements that are not targeted at any Initial Restricted Employees, but Seller shall be prohibited from hiring any Initial Restricted Employees who respond the entering into and announcement of this Agreement by the Company pursuant to such general solicitation advertisements not targeted at the Initial Restricted Employees; or (ii) take any action which is intended to induce any Initial Restricted Employee to leave his or her employ with the Business.
(b) Seller shall not, whether directly or indirectly, during the Restricted Period solicit the employment express terms of any Additional Restricted Employee without the prior written consent of Buyer; providedsuch agreement or restriction, however, that Seller shall not be in breach a violation of its non-solicitation obligation under this Section 6.10(b) solely as a result of any general solicitation advertisements 5.1 and that are not targeted at any Additional Restricted Employees and Seller the Company shall not be prohibited from hiring any Additional Restricted Employees who respond to such general solicitation advertisements not targeted at considering a Superior Proposal from a party whose obligations so terminated automatically upon the Additional Restricted Employees.
(c) Except as provided in the Transition Services Agreement, Boeing Commercial Airplanes (“BCA”) shall not, entering into and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, (i) solicit the employment of, or hire, any Seller Engineering Employees without the prior written consent of Seller, provided, however, that Buyer shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Seller Engineering Employees, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisements; or (ii) take any action which is intended to induce any Seller Engineering Employee to leave his or her employ with Seller.
(d) Except as provided in the Transition Services Agreement, BCA shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, solicit the employment of any New Seller Engineering Employees without the prior written consent of Seller; provided, however, that Buyer shall not be in breach of its non-solicitation obligation under this Section 6.10(d) solely as a result of any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering Employees.
(e) If Buyer or Seller breaches any the restrictive covenants set forth in this Section 6.10, then the non-breaching Party shall have the following rights and remedies against the breaching Party, each of which shall be independent of the others and severally enforceable, and each of the following rights and remedies is in addition to, and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actions: (i) the right and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders and injunctions by any court of competent jurisdiction, it being agreed by the Parties that any breach announcement of this Section 6.10 would cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching Party, and (ii) the right and remedy to collect from the breaching Party any such Losses incurred by the non-breaching Party as a result of enforcing this Section 6.10Agreement.
(f) Each Party agrees that, in the event a court of competent jurisdiction declares there has been a breach by such Party of this Section 6.10, the term of any such term or covenant so breached shall be automatically extended with respect to such Party for a period of time of the violation from the date on which such breach ceases.
Appears in 2 contracts
Sources: Arrangement Agreement (Cresco Labs Inc.), Arrangement Agreement (Columbia Care Inc.)
Non-Solicitation. (a) Seller shall notIn light of each Member’s access to Confidential Information and position of trust and confidence with the Company, whether each Member hereby agrees that, for so long as it or its Permitted Transferee, directly or indirectly, during the owns a Membership Interest and for a period beginning on the Closing Date and ending on the second anniversary of the Closing Date twelve (such period, 12) months thereafter (the “Restricted Period”), such Member shall not (iand it shall cause its controlled Affiliates) solicit the employment ofdirectly or indirectly through one or more of any of its controlled Affiliates, hire or solicit, or hireencourage any other Person to hire or solicit, any Initial Restricted Employee without individual who has been employed by the Company within one (1) year prior written consent to the date of Buyersuch hiring or solicitation, provided, however, that Seller or encourage any such individual to leave such employment. This Section 10.02(a) shall not be in breach prevent a Member or its controlled Affiliates from hiring or soliciting any employee or former employee of its non-solicitation obligation set forth in the foregoing clause (i) solely as Company who responds to a result of any general solicitation advertisements that are is a public solicitation of prospective employees and not targeted at directed specifically to any Initial Restricted Employees, but Seller shall be prohibited from hiring any Initial Restricted Employees who respond to such general solicitation advertisements not targeted at the Initial Restricted Employees; or (ii) take any action which is intended to induce any Initial Restricted Employee to leave his or her employ with the BusinessCompany employees.
(b) Seller shall notIn light of each Member’s access to Confidential Information and position of trust and confidence with the Company, whether directly or indirectly, during the Restricted Period solicit the employment of any Additional Restricted Employee without the prior written consent of Buyer; provided, however, that Seller shall not be in breach of its non-solicitation obligation under this Section 6.10(b) solely as a result of any general solicitation advertisements that are not targeted at any Additional Restricted Employees and Seller shall not be prohibited from hiring any Additional Restricted Employees who respond to such general solicitation advertisements not targeted at the Additional Restricted Employees.
(c) Except as provided in the Transition Services Agreement, Boeing Commercial Airplanes (“BCA”) shall not, and Buyer shall not on behalf of BCA, whether directly or indirectlyeach Member further agrees that, during the Restricted Period, (i) it shall not, directly or indirectly through one or more of any of its controlled Affiliates, solicit the employment ofor entice, or hireattempt to solicit or entice, any Seller Engineering Employees without clients, customers, or suppliers of the prior written consent Company for purposes of Sellerdiverting their business or services from the Company.
(c) Each Member acknowledges and agrees that a breach or threatened breach of this Section 10.02 would give rise to irreparable harm to the other Member and the Company, provided, however, that Buyer shall for which monetary damages would not be in breach of its non-solicitation obligation set forth an adequate remedy, and hereby agrees that in the foregoing clause (i) solely as event of a result breach or a threatened breach by such Member of any general solicitation advertisements such obligations, the other Members and the Company shall, in addition to any and all other rights and remedies that are not targeted at may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance, as well as an equitable account of all earnings, profits, and other benefits arising from any Seller Engineering Employeessuch breach, but Buyer shall and any other relief that may be prohibited available from hiring a court of competent jurisdiction (without any Seller Engineering Employee who respond requirement to such general solicitation advertisements; or (ii) take any action which is intended to induce any Seller Engineering Employee to leave his or her employ with Sellerpost bond).
(d) Except as provided Each Member acknowledges that the restrictions contained in the Transition Services Agreement, BCA shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, solicit the employment of any New Seller Engineering Employees without the prior written consent of Seller; provided, however, that Buyer shall not be in breach of its non-solicitation obligation under this Section 6.10(d) solely as 10.02 are reasonable and necessary to protect the Members’ legitimate interests and constitute a result material inducement to the other Member to enter into this Agreement and consummate the transactions contemplated hereby. If any court of competent jurisdiction determines that any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at of the New Seller Engineering Employees.
(e) If Buyer or Seller breaches any the restrictive covenants set forth in this Section 6.1010.02, then or any part thereof, is unenforceable because of the non-breaching Party duration or geographic scope of such provision, such court shall have the following rights power to modify any such unenforceable provision in lieu of severing such unenforceable provision from this Agreement in its entirety, whether by rewriting the offending provision, deleting any or all of the offending provision, adding additional language to this Section 10.02, or by making such other modifications as it deems warranted to carry out the intent and remedies agreement of the parties, as embodied herein, to the maximum extent permitted by Applicable Law. The parties hereto expressly agree that this Agreement as so modified by the court shall be binding on and enforceable against the breaching Party, each of which shall be independent of the others and severally enforceable, and each of the following rights and remedies is in addition to, and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actions: (i) the right and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders and injunctions by any court of competent jurisdiction, it being agreed by the Parties that any breach of this Section 6.10 would cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching Party, and (ii) the right and remedy to collect from the breaching Party any such Losses incurred by the non-breaching Party as a result of enforcing this Section 6.10them.
(f) Each Party agrees that, in the event a court of competent jurisdiction declares there has been a breach by such Party of this Section 6.10, the term of any such term or covenant so breached shall be automatically extended with respect to such Party for a period of time of the violation from the date on which such breach ceases.
Appears in 2 contracts
Sources: Limited Liability Company Agreement (Algorhythm Holdings, Inc.), Operating Agreement (Singing Machine Co Inc)
Non-Solicitation. (a) Seller shall For a period of two (2) years following the Closing Date, Buyer will not, whether and will cause all of its Subsidiaries and its and such Subsidiaries’ respective officers and directors not to, and shall not authorize or permit its Representatives to, directly or indirectly, during hire, retain, employ or solicit to employ or hire or retain any of the period beginning on the Closing Date employees of Seller and ending on the second anniversary its Affiliates as of the Closing Date (such period, the “Restricted Period”), (i) solicit the employment of, or hire, any Initial Restricted Employee without the prior written consent of Buyer, provided, however, that Seller shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Initial Restricted Employees, but Seller shall be prohibited from hiring any Initial Restricted Employees who respond to such general solicitation advertisements not targeted at the Initial Restricted Employees; or (ii) take any action which is intended to induce any Initial Restricted Employee to leave his or her employ with the Business.
(b) Seller shall not, whether directly or indirectly, time during the Restricted Period solicit twelve (12) month period ending on the employment of any Additional Restricted Employee without the prior written consent of BuyerClosing Date; provided, however, that Seller this provision shall not be in breach apply to (i) general solicitations of employment not specifically directed towards employees of Seller and its Affiliates or (ii) any such individual whose employment relationship is terminated by Seller or any of its non-solicitation obligation under this Section 6.10(b) solely as a result of any general solicitation advertisements that are not targeted at any Additional Restricted Employees and Seller shall not be prohibited from hiring any Additional Restricted Employees who respond to such general solicitation advertisements not targeted at Affiliates following the Additional Restricted EmployeesClosing.
(cb) Except as provided in with respect to the Transition Services Agreementindividuals set forth on Schedule 7.8, Boeing Commercial Airplanes for a period of two (“BCA”2) shall years following the Closing Date, Seller will not, and Buyer will cause all of its Subsidiaries and its and such Subsidiaries’ respective officers and directors not to, and shall not on behalf of BCAauthorize or permit its Representatives to, whether directly or indirectly, hire, retain, employ or solicit to employ or hire or retain any of the employees of Buyer and its Affiliates as of the Closing Date (including, for this purpose, the persons on the Agreed List of Employees) or any time during the Restricted Period, twelve (i12) solicit month period ending on the employment of, or hire, any Seller Engineering Employees without the prior written consent of Seller, provided, however, that Buyer shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Seller Engineering Employees, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisements; or (ii) take any action which is intended to induce any Seller Engineering Employee to leave his or her employ with Seller.
(d) Except as provided in the Transition Services Agreement, BCA shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, solicit the employment of any New Seller Engineering Employees without the prior written consent of SellerClosing Date; provided, however, that Buyer this provision shall not be in breach of its non-solicitation obligation under this Section 6.10(d) solely as a result of any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond apply to such general solicitation advertisements not targeted at the New Seller Engineering Employees.
(e) If Buyer or Seller breaches any the restrictive covenants set forth in this Section 6.10, then the non-breaching Party shall have the following rights and remedies against the breaching Party, each of which shall be independent of the others and severally enforceable, and each of the following rights and remedies is in addition to, and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actions: (i) the right general solicitations of employment not specifically directed towards employees of Buyer and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders and injunctions by any court of competent jurisdiction, it being agreed by the Parties that any breach of this Section 6.10 would cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching Party, and its Affiliates or (ii) the right and remedy to collect from the breaching Party any such Losses incurred individual whose employment relationship is terminated by Buyer or any of its Affiliates following the non-breaching Party as a result of enforcing this Section 6.10Closing.
(f) Each Party agrees that, in the event a court of competent jurisdiction declares there has been a breach by such Party of this Section 6.10, the term of any such term or covenant so breached shall be automatically extended with respect to such Party for a period of time of the violation from the date on which such breach ceases.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Datascope Corp), Asset Purchase Agreement (Mindray Medical International LTD)
Non-Solicitation. (aDuring the Non-Compete Term, subject to waiver pursuant to Section 16.03(e) Seller or Section 17.05, no Member shall, and no Member shall notpermit its respective Subsidiaries to, whether directly or indirectly, during the period beginning on the Closing Date for itself or its respective Subsidiaries and ending on the second anniversary Controlled Affiliates, solicit for employment or offer to employ (i) any employee of the Closing Date Company, (ii) any Secondee of the Other Member or Member Group (or any Subsidiary or Controlled Affiliate thereof) or (iii) any engineer employed by the Other Member or Member Group (or any Subsidiary or Controlled Affiliate thereof) who is not a Secondee and who provides services to or in respect of the Company under the ESA or otherwise (any such period, Person [***] Confidential treatment has been requested for the “Restricted Period”bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. listed in clauses (i), (i) solicit the employment of, or hire, any Initial Restricted Employee without the prior written consent of Buyer, provided, however, that Seller shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Initial Restricted Employees, but Seller shall be prohibited from hiring any Initial Restricted Employees who respond to such general solicitation advertisements not targeted at the Initial Restricted Employees; or (ii) take any action which is intended to induce any Initial and (iii), a “Restricted Employee to leave his or her employ with the Business.
(b) Seller shall not, whether directly or indirectly, during the Restricted Period solicit the employment of any Additional Restricted Employee without the prior written consent of BuyerEmployee”); provided, however, that Seller the foregoing shall not be prevent any of the Members or any of their respective Subsidiaries and Controlled Affiliates from soliciting or offering to employ any Restricted Employee (A) from and after [***] of the termination of employment of such Restricted Employee, but only if such Member or such Subsidiary or Controlled Affiliate has not previously solicited or offered such Restricted Employee for employment in breach violation of its non-solicitation obligation under the provisions of this Section 6.10(b6.04(d) solely as a result of any general solicitation advertisements that are not targeted at any Additional Restricted Employees and Seller shall not be prohibited from hiring any Additional Restricted Employees who respond to such general solicitation advertisements not targeted at the Additional Restricted Employees.
(c) Except as provided in the Transition Services Agreement, Boeing Commercial Airplanes (“BCA”) shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, (i) solicit the employment of, or hire, any Seller Engineering Employees without the prior written consent of Seller, provided, however, that Buyer shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Seller Engineering Employees, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisements; or (iiB) take any action which is intended to induce any Seller Engineering Employee to leave his whose employment was terminated involuntarily by the Company or her employ with Seller.
(d) Except as provided in the Transition Services Agreement, BCA shall not, and Buyer shall not on behalf of BCA, whether directly such Other Member or indirectly, during the Restricted Period, solicit the employment of any New Seller Engineering Employees without the prior written consent of SellerMember Group; provided, howeverfurther, that Buyer the phrase “solicit for employment” shall not be in breach include general solicitations of its non-solicitation obligation under this Section 6.10(d) solely as a result of or searches for employment not specifically directed towards any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering Employees.
(e) If Buyer or Seller breaches any the restrictive covenants set forth in this Section 6.10, then the non-breaching Party shall have the following rights and remedies against the breaching Party, each of which shall be independent of the others and severally enforceable, and each of the following rights and remedies is in addition to, and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actions: (i) the right and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching PartyRestricted Employee, including temporary restraining orders and injunctions by through the use of (x) advertisement in any court medium (including websites, journals, industry publications, or newspapers or other publications of competent jurisdictiongeneral circulation), it being agreed by the Parties that any breach of this Section 6.10 would cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching Party, and (iiy) the right and remedy to collect from the breaching Party any such Losses incurred by the non-breaching Party as a result of enforcing this Section 6.10.
electronic listings or (fz) Each Party agrees thatthird party recruiting or search firms, in the event a court of competent jurisdiction declares there has been a breach by such Party of this Section 6.10each case, the term of not specifically directed towards any such term or covenant so breached shall be automatically extended with respect to such Party for a period of time of the violation from the date on which such breach ceasesRestricted Employee.
Appears in 2 contracts
Sources: Limited Liability Company Agreement (Woodward, Inc.), Master Agreement (Woodward, Inc.)
Non-Solicitation. During the period Employee is performing services for the Employer and for a period of one (a1) Seller shall year following the termination of the Employee’s services for the Employer for any reason other than termination without “cause”, the Employee agrees that the Employee will not, whether directly or indirectly, during for the period beginning on Employee’s benefit or for the Closing Date and ending on the second anniversary benefit of any other person, firm or entity, do any of the Closing Date (such period, the “Restricted Period”), following:
(i) solicit the employment of, or hire, any Initial Restricted Employee without the prior written consent of Buyer, provided, however, that Seller shall not be in breach of its non-solicitation obligation set forth in the foregoing clause attempt to solicit from (i) solely as a result any customer that Employee serviced or learned of any general solicitation advertisements that are not targeted at any Initial Restricted Employeeswhile in the employ of the Employer (“Customer”), but Seller shall be prohibited from hiring any Initial Restricted Employees who respond to such general solicitation advertisements not targeted at the Initial Restricted Employees; or (ii) take any action referral sources or prospective referral sources which are actively being sought by Employer at the time of Employee’s termination (a “Referral Source”), or (iii) any potential customer of the Employer which has been the subject of a known written or oral bid, offer or proposal by the Employer, or of substantial preparation with a view to making such a bid, proposal or offer, within twelve months prior to such Employee’s termination (“Potential Customer”), business of a similar nature or related to the business of the Employer;
(ii) accept any business from, or perform any work or services for, any Customer, Referral Source or Potential Customer, which business, work or services is intended similar to the business of the Employer;
(iii) cause or induce or attempt to cause or induce any Initial Restricted Employee Customer, Referral Source or Potential Customer, licensor, supplier or vendor of the Employer to leave his reduce or her employ sever its affiliation with the Business.Employer;
(b) Seller shall not, whether directly or indirectly, during the Restricted Period solicit the employment of any Additional Restricted Employee without the prior written consent of Buyer; provided, however, that Seller shall not be in breach of its non-solicitation obligation under this Section 6.10(b) solely as a result of any general solicitation advertisements that are not targeted at any Additional Restricted Employees and Seller shall not be prohibited from hiring any Additional Restricted Employees who respond to such general solicitation advertisements not targeted at the Additional Restricted Employees.
(c) Except as provided in the Transition Services Agreement, Boeing Commercial Airplanes (“BCA”) shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, (iiv) solicit the employment or services of, or hirehire or engage, or assist anyone else to hire or engage, any Seller Engineering Employees without the prior written consent of Seller, provided, however, that Buyer shall not person who was known to be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely employed or engaged as a result consultant by or was a known employee of or consultant to the Employer upon the termination of the Employee’s services to the Employer, or within twelve months prior thereto; or
(v) otherwise interfere with the business or accounts of the Employer. For purposes hereof, “solicitation” shall include directly or indirectly initiating any contact or communication of any general solicitation advertisements that are not targeted at kind whatsoever for purposes of inviting, encouraging or requesting such Customer, Referral Source, Potential Customer, licensor, supplier, vendor, employee or consultant to materially alter its business relationship, or engage in business, with the Employee or any Seller Engineering Employeesperson, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisements; firm or (ii) take any action which is intended to induce any Seller Engineering Employee to leave his or her employ with Sellerentity other than the Employer.
(d) Except as provided in the Transition Services Agreement, BCA shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, solicit the employment of any New Seller Engineering Employees without the prior written consent of Seller; provided, however, that Buyer shall not be in breach of its non-solicitation obligation under this Section 6.10(d) solely as a result of any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering Employees.
(e) If Buyer or Seller breaches any the restrictive covenants set forth in this Section 6.10, then the non-breaching Party shall have the following rights and remedies against the breaching Party, each of which shall be independent of the others and severally enforceable, and each of the following rights and remedies is in addition to, and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actions: (i) the right and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders and injunctions by any court of competent jurisdiction, it being agreed by the Parties that any breach of this Section 6.10 would cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching Party, and (ii) the right and remedy to collect from the breaching Party any such Losses incurred by the non-breaching Party as a result of enforcing this Section 6.10.
(f) Each Party agrees that, in the event a court of competent jurisdiction declares there has been a breach by such Party of this Section 6.10, the term of any such term or covenant so breached shall be automatically extended with respect to such Party for a period of time of the violation from the date on which such breach ceases.
Appears in 2 contracts
Sources: Employment Agreement (Hanover Bancorp, Inc. /NY), Employment Agreement (Hanover Bancorp, Inc. /NY)
Non-Solicitation. (a) Seller shall not, whether directly or indirectly, during the period beginning on the Closing Date and ending on the second anniversary of the Closing Date (such period, the “Restricted Period”), (i) solicit the employment of, or hire, any Initial Restricted Employee without Without the prior written consent of BuyerPurchaser, providedneither Seller nor any of its Affiliates shall, howeverfor a period of two (2) years following the Closing, solicit to employ any person who is a Transferred Employee and who is employed by the Business (whether as an employee or independent contractor); provided that Seller shall not be in breach of and its non-solicitation obligation set forth in the foregoing clause Affiliates (i) solely as a result may solicit and hire any such Transferred Employee whose employment or other relationship with Purchaser or any of its Affiliates is terminated by Purchaser or any general solicitation advertisements that are not targeted at any Initial Restricted Employees, but Seller shall be prohibited from hiring any Initial Restricted Employees who respond to such general solicitation advertisements not targeted at the Initial Restricted Employees; of its Affiliates or (ii) take any action which is intended hire such Transferred Employee who responds to induce any Initial Restricted Employee to leave his or her employ with the Business.
(b) Seller shall not, whether directly or indirectly, during the Restricted Period solicit the employment of any Additional Restricted Employee without the prior written consent of Buyer; provided, however, that Seller shall not be in breach of its non-solicitation obligation under this Section 6.10(b) solely as a result of any general solicitation advertisements that are advertisement not targeted at employees or independent contractors of Purchaser or any Additional Restricted Employees and Seller shall not be prohibited from hiring of its Affiliates without any Additional Restricted Employees who respond to such general solicitation advertisements not targeted at the Additional Restricted Employees.
(c) Except as provided in the Transition Services Agreement, Boeing Commercial Airplanes (“BCA”) shall not, and Buyer shall not on behalf violation of BCA, whether directly or indirectly, during the Restricted Period, (i) solicit the employment of, or hire, any Seller Engineering Employees without this Section 8.4. Without the prior written consent of Seller, provided, however, that Buyer shall not be in breach neither Purchaser nor any of its non-solicitation obligation set forth in Affiliates shall, for a period of two (2) years following the foregoing clause Closing, solicit to employ (i) solely any person who was employed by Seller or any of its Affiliates (whether as an employee or independent contractor) in the Business but who is not a result Transferred Employee and who is employed by Seller or any of its Affiliates, (ii) any general solicitation advertisements person who was employed by Seller or any of its Affiliates (whether as an employee or independent contractor) in the Business but who is not a Transferred Employee and who resigned or retired from Seller or any of its Affiliates within six (6) months prior to the Closing, (iii) any person who is employed by Seller or any of its Affiliates in Seller’s Other Businesses or (iv) any other employee of Seller or any Affiliate of Seller with whom Purchaser came into contact in connection with the negotiation of this Agreement; provided that are not targeted at Purchaser and its Affiliates (i) may solicit and hire such person whose employment or other relationship with Seller or any of its Affiliates is terminated by Seller Engineering Employees, but Buyer shall be prohibited from hiring or any Seller Engineering Employee who respond to such general solicitation advertisements; of its Affiliates or (ii) take any action which is intended hire such person who responds to induce any Seller Engineering Employee to leave his or her employ with Seller.
(d) Except as provided in the Transition Services Agreement, BCA shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, solicit the employment of any New Seller Engineering Employees without the prior written consent of Seller; provided, however, that Buyer shall not be in breach of its non-solicitation obligation under this Section 6.10(d) solely as a result of any general solicitation advertisements that are advertisement not targeted at employees or independent contractors of Seller or any New Seller Engineering Employees and Buyer shall not be prohibited from hiring of its Affiliates without any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering Employees.
(e) If Buyer or Seller breaches any the restrictive covenants set forth in this Section 6.10, then the non-breaching Party shall have the following rights and remedies against the breaching Party, each of which shall be independent of the others and severally enforceable, and each of the following rights and remedies is in addition to, and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actions: (i) the right and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders and injunctions by any court of competent jurisdiction, it being agreed by the Parties that any breach violation of this Section 6.10 would cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching Party, and (ii) the right and remedy to collect from the breaching Party any such Losses incurred by the non-breaching Party as a result of enforcing this Section 6.108.4.
(f) Each Party agrees that, in the event a court of competent jurisdiction declares there has been a breach by such Party of this Section 6.10, the term of any such term or covenant so breached shall be automatically extended with respect to such Party for a period of time of the violation from the date on which such breach ceases.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Neophotonics Corp), Asset Purchase Agreement (Emcore Corp)
Non-Solicitation. (a) Seller shall not, whether directly or indirectly, during If the period beginning on the Closing Date and ending on the second anniversary of the Closing Date (such period, the “Restricted Period”), (i) solicit the employment of, or hire, any Initial Restricted Employee without the prior written consent of Buyer, provided, however, that Seller shall not be in breach of its Grantee has an Employment Agreement which contains a non-solicitation obligation set forth in provision, then the foregoing clause (i) solely as a result terms of any general such Employment Agreement shall govern the terms of this non-solicitation advertisements that are not targeted at any Initial Restricted Employees, but Seller shall be prohibited from hiring any Initial Restricted Employees who respond to such general solicitation advertisements not targeted at the Initial Restricted Employees; or (ii) take any action which is intended to induce any Initial Restricted Employee to leave his or her employ with the Business.
(b) Seller shall not, whether directly or indirectly, during the Restricted Period solicit the employment of any Additional Restricted Employee without the prior written consent of Buyerprovision; provided, however, that Seller shall if the Grantee is not be in breach of its a party to any such Employment Agreement or such Employment Agreement does not contain a non-solicitation obligation under this Section 6.10(bprovision, then the Grantee agrees that during the Grantee’s employment (including any applicable Notice Period), and for six (6) solely as a result of months following any general solicitation advertisements that are not targeted at any Additional Restricted Employees and Seller shall not be prohibited from hiring any Additional Restricted Employees who respond to such general solicitation advertisements not targeted at termination thereof, the Additional Restricted Employees.
(c) Except as provided in the Transition Services Agreement, Boeing Commercial Airplanes (“BCA”) Grantee shall not, and Buyer shall not on behalf of BCAwithout the Company’s prior written consent, whether directly or indirectlyindirectly (1) solicit or induce, during or cause others to solicit or induce, any director, officer, or employee of the Restricted PeriodCompany or any Affiliate, to leave the Company or such Affiliate or in any way modify his relationship with the Company or such Affiliate, (i2) hire or cause others to hire any director, officer, or employee of the Company or any Affiliate, (3) encourage or assist in the hiring process of any director, officer, or employee of the Company or any Affiliate, or in the modification of any such person’s relationship with the Company or such Affiliate, or cause others to participate, encourage, or assist in the hiring process of any director, officer, or employee of the Company or any Affiliate, (4) interfere in any way with the rendering of professional services by or to the Company or any Affiliate by any client, prospective client, consultant, independent contractor, or vendor, or his or its respective individual employees, or (5) solicit the employment oftrade or patronage of any client or customer or any prospective client or customer of the Company or any Affiliate (for this purpose a prospective client or customer shall only include prospective clients or customers who were actively solicited within the six (6) month period prior to the Grantee’s termination where the Grantee participated in or was aware of such solicitation), for purposes of engaging in any business relationship with respect to any products, services, trade secrets, or hireother matters in which the Company or such Affiliate is active, any Seller Engineering Employees without the prior written consent of Seller, provided, however, that Buyer shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Seller Engineering Employees, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond provides or has committed plans to such general solicitation advertisements; or (ii) take any action which is intended to induce any Seller Engineering Employee to leave his or her employ with Seller.
(d) Except as provided in the Transition Services Agreement, BCA shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, solicit the employment of any New Seller Engineering Employees without the prior written consent of Sellerprovide; provided, however, that Buyer if Grantee’s new employer solicits a client or customer without Grantee’s knowledge and without Grantee’s participation, then such client or customer shall not be in breach of its non-solicitation obligation under this Section 6.10(d) solely as deemed to be a result of any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering Employees.
(e) If Buyer client or Seller breaches any the restrictive covenants set forth in this Section 6.10, then the non-breaching Party shall have the following rights and remedies against the breaching Party, each of which shall be independent of the others and severally enforceable, and each of the following rights and remedies is in addition to, and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law customer or in equity prospective client or customer for such actions: (i) the right and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders and injunctions by any court of competent jurisdiction, it being agreed by the Parties that any breach purposes of this Section 6.10 would cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching Party, and (ii) the right and remedy to collect from the breaching Party any such Losses incurred by the non-breaching Party as a result of enforcing this Section 6.10.
(f) Each Party agrees that, in the event a court of competent jurisdiction declares there has been a breach by such Party of this Section 6.10, the term of any such term or covenant so breached shall be automatically extended with respect to such Party for a period of time of the violation from the date on which such breach ceases.2.3(a)(5).][FOR EMPLOYEES ONLY]
Appears in 2 contracts
Sources: Equity Award Agreement (Cowen Group, Inc.), Equity Award Agreement (Cowen Group, Inc.)
Non-Solicitation. (ai) Each Seller shall notnot and each Seller shall cause its Affiliates not to, whether directly or indirectly, on behalf of itself or any other Person solicit or attempt to solicit during the period beginning on the Closing Date date hereof and ending on the second thirty-month anniversary of the Closing Date date hereof (such period, the “Restricted Period”), the employment of any Transferred Employee or otherwise encourage, induce, solicit or attempt to encourage, induce or solicit any Transferred Employee to leave the employment of or engagement with Buyer or any of its Affiliates; and
(ii) Each of the parties agree that during the period beginning on the date hereof and ending on the one-year anniversary of the date hereof, Buyer and each Seller (Buyer on the one hand, and each Seller, on the other hand, each an “Employer” with respect to its Restricted Employee) shall not and shall cause their respective Affiliates not to, directly or indirectly, on behalf of itself or any other Person solicit or attempt to solicit, the employment of any Restricted Employee or otherwise encourage, induce, solicit or attempt to encourage, induce or solicit any Restricted Employee to leave the employment of or engagement with Buyer or any of its Affiliates; provided, however, the foregoing restrictions in clauses (i) solicit and (ii) shall not apply to (A) any general advertisement or use of search firms or recruiters (or hiring as a result thereof) which is not directed at Transferred Employees or Restricted Employees or (B) the employment of, hiring of any Transferred Employee or hire, any Initial Restricted Employee without with the prior written consent of Buyer, provided, however, that Seller shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Initial Restricted Employees, but Seller shall be prohibited from hiring any Initial Restricted Employees who respond to such general solicitation advertisements not targeted at the Initial Restricted Employees; or (ii) take any action which is intended to induce any Initial Restricted Employee to leave his or her employ with the Business.
(b) Seller shall not, whether directly or indirectly, during the Restricted Period solicit the employment of any Additional Restricted Employee without the prior written consent of Buyer; provided, however, that Seller shall not be in breach of its non-solicitation obligation under this Section 6.10(b) solely as a result of any general solicitation advertisements that are not targeted at any Additional Restricted Employees and Seller shall not be prohibited from hiring any Additional Restricted Employees who respond to such general solicitation advertisements not targeted at the Additional Restricted Employees.
(c) Except as provided in the Transition Services Agreement, Boeing Commercial Airplanes (“BCA”) shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, (i) solicit the employment of, or hire, any Seller Engineering Employees without the prior written consent of Seller, provided, however, that Buyer shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Seller Engineering Employees, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisements; or (ii) take any action which is intended to induce any Seller Engineering Employee to leave his or her employ with Seller.
(d) Except as provided in the Transition Services Agreement, BCA shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, solicit the employment of any New Seller Engineering Employees without the prior written consent of Seller; provided, however, that Buyer shall not be in breach of its non-solicitation obligation under this Section 6.10(d) solely as a result of any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering Employees.
(e) If Buyer or Seller breaches any as the restrictive covenants set forth in this Section 6.10, then the non-breaching Party shall have the following rights and remedies against the breaching Party, each of which shall be independent of the others and severally enforceable, and each of the following rights and remedies is in addition to, and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actions: (i) the right and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders and injunctions by any court of competent jurisdiction, it being agreed by the Parties that any breach case may be. For purposes of this Section 6.10 would cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching Party, and (ii) the right and remedy to collect from the breaching Party any such Losses incurred by the non-breaching Party as a result of enforcing this Section 6.10.
(f) Each Party agrees that, in the event a court of competent jurisdiction declares there has been a breach by such Party of this Section 6.105.1(b)(ii), the term “Restricted Employee” shall mean any employee of any such term or covenant so breached shall be automatically extended Employer with respect to such Party for a period of time whom the other party had contact during the course of the violation from Marketing Agreement or during the date on which such breach ceasesnegotiation of the transactions contemplated in this Agreement.
Appears in 2 contracts
Sources: Asset Purchase Agreement, Asset Purchase Agreement (Sabre Corp)
Non-Solicitation. Service Provider agrees and undertakes to Client, for the term of this agreement and any renewal thereof, and for a period of one (a1) Seller year following its termination, not to solicit, do business with or attempt to do business with, at any location whatsoever, directly or indirectly and in any manner whatsoever, with Client’s client during the project being conducted. Also, Service Provider shall notnot solicit or hire in any way, whether directly or indirectly, during as an employee, consultant or any other title whatsoever, any of the employees, directors, executives or other people (hereafter collectively the “Employees” for the purposes of this article) working full or part time for Client (or Client’s client) at the time when the period beginning on the Closing Date and ending on the second anniversary of the Closing Date one (such period, the “Restricted Period”), (i1) solicit the employment of, year begins or hire, any Initial Restricted Employee without the prior written consent of Buyer, provided, however, that Seller shall not be in breach of its non-solicitation obligation set forth having thus worked in the foregoing clause twelve (i12) solely as a result of any general solicitation advertisements months preceding that are not targeted at any Initial Restricted Employeestime, but Seller shall be prohibited from hiring any Initial Restricted Employees who respond to such general solicitation advertisements not targeted at the Initial Restricted Employees; or (ii) take any action which is intended to induce any Initial Restricted Employee to leave his or her employ with the Business.
(b) Seller shall notand in no way will attempt to, whether directly or indirectly, encourage one or other of said Employees to leave their job. For the purposes of the preceding provisions: Any member of Client’s (of Client’s client’s) personnel who agrees, during the Restricted Period solicit above-mentioned period of prohibition, to work or provide any service whatsoever for monetary or other compensation to any person but Client (or Client’s client), in which the employment of any Additional Restricted Employee without the prior written consent of Buyer; provideddefaulting Service Provider might have, however, that Seller shall not be in breach of its non-solicitation obligation under this Section 6.10(b) solely as a result of any general solicitation advertisements that are not targeted at any Additional Restricted Employees and Seller shall not be prohibited from hiring any Additional Restricted Employees who respond to such general solicitation advertisements not targeted at the Additional Restricted Employees.
(c) Except as provided in the Transition Services Agreement, Boeing Commercial Airplanes (“BCA”) shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during any interest, whether as an owner, investor, shareholder, director, employee or in another manner, will be construed to have been solicited; Any person having retained the Restricted Period, (i) solicit the employment of, or hire, any Seller Engineering Employees without the prior written consent of Seller, provided, however, that Buyer shall not be in breach of its non-solicitation obligation set forth Client’s services in the foregoing clause two (i2) solely as a result of any general solicitation advertisements that are not targeted at any Seller Engineering Employees, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisements; or (ii) take any action which is intended to induce any Seller Engineering Employee to leave his or her employ with Seller.
(d) Except as provided in years preceding the Transition Services Agreement, BCA shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, solicit the employment of any New Seller Engineering Employees without the prior written consent of Seller; provided, however, that Buyer shall not be in breach of its non-solicitation obligation under this Section 6.10(d) solely as a result of any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering Employees.
(e) If Buyer or Seller breaches any the restrictive covenants set forth in this Section 6.10, then the non-breaching Party shall have the following rights and remedies against the breaching Party, each of which shall be independent start of the others and severally enforceableabovementioned period of prohibition will be construed to be a client of Client; Service Provider acknowledges that any contravention on its part of this non solicitation agreement will result for it, and each of the following rights and remedies is in addition to, and not in lieu of, without prejudice to any other rights and remedies otherwise available to such non-breaching Party at Law or the intermediary, in equity for such actions: the imposition of a penalty of one thousand dollars (i$1,000.00) per day of violation of the right performance of the obligations set forth in the provisions of articles 8.1 and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders and injunctions by any court of competent jurisdiction, it being agreed by the Parties that any breach of this Section 6.10 would cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching Party, and (ii) the right and remedy to collect from the breaching Party any such Losses incurred by the non-breaching Party as a result of enforcing this Section 6.10.
(f) Each Party agrees that8.2 herein. Consequently, in the event of such failure confirmed by a court or by an arbitration board, Service Provider shall give Client the amount of competent jurisdiction declares there has been a breach by such Party one thousand dollars ($1,000.00) per day of this Section 6.10violation of the performance of the obligations, without prejudice to the term of rights and remedies, Service Provider’s fees, injunction proceedings, damages or any such term or covenant so breached shall be automatically extended with respect other remedy related to such Party for a period violation or threat of time violation. The non-solicitation clause is not mandatory but strongly recommended. It is only given here as an example. It is one of the violation from key aspects of the date on which such breach ceasesagreement that should be considered to demonstrate the service provider’s integrity to the client.
Appears in 2 contracts
Sources: Service Agreement, Service Agreement
Non-Solicitation. (a) Seller shall notSo long as SFI or any of its subsidiaries is the Servicer or otherwise performing services pursuant to the Servicing Agreement and for a period of two (2) years thereafter, whether no Member or any of its Affiliates that receives or otherwise obtains any Confidential Information, or any director, officer, manager or employee of any of the foregoing in their capacity as such (collectively, other than any such Person that is controlled directly or indirectly, during the period beginning indirectly by Springleaf and acting on the Closing Date and ending on the second anniversary behalf of the Closing Date (such periodSpringleaf, the “Restricted PeriodParties”), ) shall (i) directly or indirectly solicit the employment of, or hire, any Initial Restricted Employee without the prior written consent engagement of Buyer, provided, however, that Seller shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result services of any general solicitation advertisements that are not targeted at any Initial Restricted Employees, but Seller shall be prohibited from hiring any Initial Restricted Employees who respond to such general solicitation advertisements not targeted at the Initial Restricted Employees; person or (ii) take employ, hire, contract with or otherwise engage any action which person, who in case of clauses (i) and (ii), is intended to induce or was employed as an employee, consultant or contractor of Servicer, Subservicer (as such term is defined in the Servicing Agreement) or any Initial Restricted Employee to leave his or her employ with the Business.
(b) Seller shall not, whether directly or indirectly, of their respective subsidiaries during the Restricted Period solicit term of the employment of any Additional Restricted Employee without Servicing Agreement (the prior written consent of Buyer“Non-Solicitation Obligations”); provided, however, that Seller this Section 3.6(a) shall not be in breach deemed to (A) prohibit a general solicitation of its non-employment not directed solely at an employee, consultant or contractor of Servicer, (B) prohibit a Restricted Party from hiring as an employee, contracting with or retaining as a consultant a person who has not been employed by or contracted or consulted with Servicer or any Subservicer or any of their respective subsidiaries at any time during the 12 months prior to the date such Member or Affiliate hires, contracts with or retains as a consultant such person or (C) prohibit the Restricted Parties from hiring any person who responds to a general solicitation obligation permitted hereunder or who contacts a Restricted Party on his or her own initiative without any encouragement from a Restricted Party. The obligations of the Restricted Parties under this Section 6.10(b) solely as 3.6 shall be binding upon any transferee of a result Member of any general solicitation advertisements that are not targeted at any Additional or a Restricted Employees and Seller shall not be prohibited from hiring any Additional Restricted Employees who respond to such general solicitation advertisements not targeted at the Additional Restricted EmployeesParty.
(cb) Except as provided in the Transition Services Agreement, Boeing Commercial Airplanes (“BCA”) Each Member shall notcomply with, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the cause its Affiliates and Restricted Period, (i) solicit the employment of, or hire, any Seller Engineering Employees without the prior written consent of Seller, provided, however, that Buyer shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Seller Engineering Employees, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond Parties to such general solicitation advertisements; or (ii) take any action which is intended to induce any Seller Engineering Employee to leave his or her employ with Seller.
(d) Except as provided in the Transition Services Agreement, BCA shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, solicit the employment of any New Seller Engineering Employees without the prior written consent of Seller; provided, however, that Buyer shall not be in breach of its non-solicitation obligation under this Section 6.10(d) solely as a result of any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering Employees.
(e) If Buyer or Seller breaches any the restrictive covenants set forth in this Section 6.10, then the non-breaching Party shall have the following rights and remedies against the breaching Party, each of which shall be independent of the others and severally enforceable, and each of the following rights and remedies is in addition to, and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actions: (i) the right and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders and injunctions by any court of competent jurisdiction, it being agreed by the Parties that any breach of this Section 6.10 would cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching Party, and (ii) the right and remedy to collect from the breaching Party any such Losses incurred by the non-breaching Party as a result of enforcing this Section 6.10.
(f) Each Party agrees that, in the event a court of competent jurisdiction declares there has been a breach by such Party of this Section 6.10comply with, the term of any such term or covenant so breached shall be automatically extended with respect to such Party for a period of time of the violation from the date on which such breach ceasesNon-Solicitation Obligations.
Appears in 2 contracts
Sources: Limited Liability Company Agreement (Springleaf Holdings, LLC), Limited Liability Company Agreement (New Residential Investment Corp.)
Non-Solicitation. (a) As an inducement to Buyer to enter into this Agreement, Seller shall not, whether directly or indirectlyagrees that, during the twelve (12) month period beginning commencing on the Closing Date and ending on the second anniversary of the Closing Date (such period, the “Restricted Period”), Seller shall not, and shall cause its direct and indirect Subsidiaries to not, whether on their own behalf or jointly with or as an agent for any other Person, (i) solicit the or induce or attempt to solicit or induce (including by recruiting, interviewing or identifying or targeting as a candidate for recruitment) any Transferred Employee to terminate, restrict or hinder such person’s employment of, or hire, association with TEGNA or any Initial Restricted Employee without the prior written consent of Buyer, provided, however, that Seller shall not be in breach of its non-solicitation obligation set forth subsidiaries or interfere in any way with the foregoing clause (i) solely as a result relationship between such individual and TEGNA or any of any general solicitation advertisements that are not targeted at any Initial Restricted Employees, but Seller shall be prohibited from hiring any Initial Restricted Employees who respond to such general solicitation advertisements not targeted at the Initial Restricted Employees; its Subsidiaries or (ii) take hire or offer to hire or employ any action which is intended to induce Transferred Employee as an employee or consultant in any Initial Restricted Employee to leave his or her employ with the Business.
(b) Seller shall not, whether directly or indirectly, during the Restricted Period solicit the employment of any Additional Restricted Employee without the prior written consent of Buyercapacity; provided, however, that Seller shall (x) general solicitations (of a bona fide nature) published in a journal, newspaper or other publication or posted on an Internet job site or social media and not be in breach of its non-solicitation obligation under this Section 6.10(b) solely specifically directed towards any such individual (and hiring or offering to hire any individual as a result thereof) and (y) soliciting or hiring any individual whose employment with TEGNA or any of its Subsidiaries terminated at least six (6) months prior to the commencement of employment discussions between Seller or Tribune or any general solicitation advertisements that are not targeted at any Additional Restricted Employees of their respective Subsidiaries or Affiliates and Seller such individual shall not be prohibited from hiring any Additional Restricted Employees who respond to such general solicitation advertisements not targeted at constitute a breach of the Additional Restricted Employeescovenant in this Section 6.6(a).
(cb) Except as provided in the Transition Services As an inducement to Seller to enter into this Agreement, Boeing Commercial Airplanes (“BCA”) shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, TEGNA agrees that during the Restricted Period, TEGNA shall not, and shall cause its direct and indirect Subsidiaries to not, whether on their own behalf or jointly with or as an agent for any other Person, (i) solicit the employment ofor induce or attempt to solicit or induce (including by recruiting, interviewing or hire, any Seller Engineering Employees without the prior written consent of Seller, provided, however, that Buyer shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely identifying or targeting as a result candidate for recruitment) any corporate-level employee of Seller or Tribune to terminate, restrict or hinder such person’s employment or association with Seller or Tribune or interfere in any general solicitation advertisements that are not targeted at any way with the relationship between such individual and Seller Engineering Employees, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisements; or Tribune or (ii) take hire or offer to hire or employ as an employee or consultant in any action which is intended to induce capacity any such corporate-level employee of Seller Engineering Employee to leave his or her employ with Seller.
(d) Except as provided in the Transition Services Agreement, BCA shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, solicit the employment of any New Seller Engineering Employees Tribune without the prior written consent of Seller; providedprovided that (x) general solicitations (of a bona fide nature) published in a journal, however, that Buyer shall newspaper or other publication or posted on an Internet job site or social media and not be in breach of its non-solicitation obligation under this Section 6.10(d) solely specifically directed towards any such individual (and hiring or offering to hire any individual as a result thereof) and (y) soliciting or hiring any individual whose employment with Seller or Tribune terminated at least six (6) months prior to the commencement of employment discussions between Buyer or any general solicitation advertisements that are not targeted at any New Seller Engineering Employees of its Subsidiaries or Affiliates and Buyer such individual shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering Employees.
(e) If Buyer or Seller breaches any the restrictive covenants set forth in this Section 6.10, then the non-breaching Party shall have the following rights and remedies against the breaching Party, each of which shall be independent constitute a breach of the others and severally enforceable, and each of the following rights and remedies is in addition to, and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actions: (i) the right and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders 6.6(b).
(c) Each of the Parties acknowledges and injunctions by any court agrees that the restrictions contained in this Section 6.6 are reasonable in scope and duration in light of competent jurisdiction, it the purpose and intent of this Agreement and the valuable consideration being agreed conveyed by the Parties as provided herein and are necessary to protect Buyer and its Affiliates. If, for any reason any Governmental Authority determines that any breach of those restrictions is not reasonable or are overbroad or unenforceable or that the consideration is inadequate in any jurisdiction or context, such restrictions shall be interpreted, modified or rewritten to include as much of the duration and scope as will render such restrictions valid and enforceable. The parties agree that the covenants contained in this Section 6.6 shall be enforced independently of any other obligations between or among the Parties, and that the existence of any other claim or defense shall not affect the enforceability of this Section 6.10 would cause irreparable injury to Agreement or the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching Party, and (ii) the right and remedy to collect from the breaching Party any such Losses incurred by the non-breaching Party as a result of enforcing this Section 6.10remedies hereunder.
(f) Each Party agrees that, in the event a court of competent jurisdiction declares there has been a breach by such Party of this Section 6.10, the term of any such term or covenant so breached shall be automatically extended with respect to such Party for a period of time of the violation from the date on which such breach ceases.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Tegna Inc), Asset Purchase Agreement (Nexstar Media Group, Inc.)
Non-Solicitation. (a) Seller Agilent agrees that for a period of two (2) years from and after the Separation Date it shall not, whether directly and it shall cause each of its Affiliates not to (and shall not encourage or indirectly, during the period beginning on the Closing Date and ending on the second anniversary assist any of the Closing Date (such period, the “Restricted Period”its Affiliates to), (i) solicit the employment of, or hire, any Initial Restricted Employee without the prior written consent of BuyerVerigy, provideddirectly or indirectly, however, that Seller shall not be in breach solicit to hire (or cause or seek to cause to leave the employ of Agilent or any of its non-solicitation obligation set forth in the foregoing clause Affiliates) (i) solely as a result of any general solicitation advertisements that are not targeted at any Initial Restricted Employees, but Seller shall be prohibited from hiring any Initial Restricted Employees who respond to such general solicitation advertisements not targeted at the Initial Restricted Employees; Verigy Transferred Employee or (ii) take any other Verigy Employee, unless in each case such Person ceased to be an employee of Verigy or its Affiliates prior to such action which is intended by Agilent or any of its Affiliates, or, in the case of such Person's voluntary termination of employment with Verigy or any of its Affiliates, at least three (3) months prior to induce such action by Agilent or any Initial Restricted Employee of its Affiliates to leave his or her employ with the Businessextent allowable under Applicable Local Law.
(b) Seller Verigy agrees that for a period of two (2) years from and after the Separation Date it shall not, whether directly and it shall cause its Affiliates not to (and shall not encourage or indirectlyassist any of its Affiliates to), during the Restricted Period solicit the employment of any Additional Restricted Employee without the prior written consent of Buyer; providedAgilent, howeverdirectly or indirectly, solicit to hire (or cause or seek to cause to leave the employ of Agilent or any if its Affiliates) any Agilent Employee or any Person that Seller shall not it or they know to be in breach employed by Agilent or any of its non-solicitation obligation under this Section 6.10(b) solely as a result Affiliates unless such Person ceased to be an employee of any general solicitation advertisements that are not targeted at any Additional Restricted Employees and Seller shall not be prohibited from hiring any Additional Restricted Employees who respond Agilent or such Subsidiary prior to such general solicitation advertisements not targeted action by Verigy or any of its Affiliates, or, in the case of such Person's voluntary termination of employment with Agilent or any of its Affiliates, at least three (3) months prior to such action by Verigy or any of its Affiliates to the Additional Restricted Employeesextent allowable under Applicable Local Law.
(c) Except as provided Notwithstanding the foregoing, the restrictions set forth in the Transition Services Agreement, Boeing Commercial Airplanes (“BCA”Sections 10.7(a) and 10.7(b) shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, apply to (i) solicit bona fide public advertisements for employment placed by any Party and not specifically targeted at the employment of, or hire, any Seller Engineering Employees without the prior written consent of Seller, provided, however, that Buyer shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result employees of any general solicitation advertisements that are not targeted at any Seller Engineering Employeesother Party, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisements; or (ii) take any action which employee who is intended to induce any Seller Engineering Employee to leave his not a manager or her employ with Seller.
(d) Except as provided an individual contributor who is engaged in the Transition Services Agreement, BCA shall not, and Buyer shall not on behalf design of BCA, whether directly Semiconductor Test Systems or indirectly, during the Restricted Period, solicit the employment of any New Seller Engineering Employees without the prior written consent of Seller; provided, however, that Buyer shall not be in breach of its non-solicitation obligation under this Section 6.10(d) solely as a result of any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering Employeesprocesses.
(e) If Buyer or Seller breaches any the restrictive covenants set forth in this Section 6.10, then the non-breaching Party shall have the following rights and remedies against the breaching Party, each of which shall be independent of the others and severally enforceable, and each of the following rights and remedies is in addition to, and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actions: (i) the right and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders and injunctions by any court of competent jurisdiction, it being agreed by the Parties that any breach of this Section 6.10 would cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching Party, and (ii) the right and remedy to collect from the breaching Party any such Losses incurred by the non-breaching Party as a result of enforcing this Section 6.10.
(f) Each Party agrees that, in the event a court of competent jurisdiction declares there has been a breach by such Party of this Section 6.10, the term of any such term or covenant so breached shall be automatically extended with respect to such Party for a period of time of the violation from the date on which such breach ceases.
Appears in 2 contracts
Sources: Employee Matters Agreement (Verigy Pte. Ltd.), Employee Matters Agreement (Verigy Ltd.)
Non-Solicitation. (a) Seller shall not, whether directly or indirectlyThe Employee hereby agrees and covenants that, during the period beginning on the Closing Date and ending on the second anniversary of the Closing Date (such periodTerm, the “Restricted Period”)Employee will not, (i) solicit the employment of, or hire, any Initial Restricted Employee without the prior written consent of Buyer, provided, however, that Seller shall not the Company (such consent to be in breach of its non-solicitation obligation set forth given in the foregoing clause Company’s sole and absolute discretion) directly or indirectly:
(a) (i) solely solicit, knowingly encourage or induce, or attempt to solicit, knowingly encourage or induce, any member of a health plan sponsored by the Company or its Subsidiaries as a result of the Effective Time, to cease doing business with the Company or any general solicitation advertisements that are not targeted at any Initial Restricted Employees, but Seller shall be prohibited from hiring any Initial Restricted Employees who respond of its Subsidiaries with respect to such general solicitation advertisements not targeted at the Initial Restricted EmployeesBusiness within the Territory; or (ii) take otherwise knowingly interfere with, impair or damage the Company’s or its Subsidiaries’ relationship with any action which is intended to induce member or prospective member of any Initial Restricted Employee to leave his or her employ with the Business.such plans;
(b) Seller shall notsolicit, whether directly knowingly encourage or indirectly, during the Restricted Period solicit the employment of any Additional Restricted Employee without the prior written consent of Buyer; provided, however, that Seller shall not be in breach of its non-solicitation obligation under this Section 6.10(b) solely as a result of any general solicitation advertisements that are not targeted at any Additional Restricted Employees and Seller shall not be prohibited from hiring any Additional Restricted Employees who respond to such general solicitation advertisements not targeted at the Additional Restricted Employees.
(c) Except as provided in the Transition Services Agreement, Boeing Commercial Airplanes (“BCA”) shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, (i) solicit the employment ofinduce, or hireattempt to solicit, knowingly encourage or induce, any Seller Engineering Employees without Providers, suppliers, licensees or business relations, or prospective Providers, suppliers, licensees or business relations with whom the prior written consent Company or its Subsidiaries was engaged in a contractual relationship, or substantive discussions or proposal negotiations, in each case as of Sellerthe Effective Time, provided, however, that Buyer shall not be in breach with respect to the Business of the Company and its non-solicitation obligation set forth in Subsidiaries to cease doing business with the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Seller Engineering Employees, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond Company or its Subsidiaries with respect to such general solicitation advertisementsthe Business within the Territory; or (ii) take otherwise knowingly interfere with, impair or damage the Company’s or its Subsidiaries’ relationship with any action which is intended to induce any Seller Engineering Employee to leave his Provider, supplier, licensee or her employ with Seller.business relation of the Business; or
(dc) Except solicit, encourage or induce, or attempt to solicit or induce, or assist any other Person in so soliciting, encouraging or inducing, any employee, consultant or independent contractor that was engaged by the Company or its Subsidiaries as provided in the Transition Services Agreement, BCA shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, solicit the employment of any New Seller Engineering Employees without the prior written consent of Seller; provided, however, that Buyer shall not be in breach of its non-solicitation obligation under this Section 6.10(d) solely as a result of any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering Employees.
(e) If Buyer or Seller breaches any the restrictive covenants set forth in this Section 6.10, then the non-breaching Party shall have the following rights and remedies against the breaching Party, each of which shall be independent of the others and severally enforceableEffective Time to terminate or breach an employment, and each of contractual or other relationship with the following rights and remedies is in addition to, and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law Company or in equity for such actions: (i) the right and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders and injunctions by any court of competent jurisdiction, it being agreed by the Parties that any breach of this Section 6.10 would cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching Party, and (ii) the right and remedy to collect from the breaching Party any such Losses incurred by the non-breaching Party as a result of enforcing this Section 6.10its Subsidiaries.
(f) Each Party agrees that, in the event a court of competent jurisdiction declares there has been a breach by such Party of this Section 6.10, the term of any such term or covenant so breached shall be automatically extended with respect to such Party for a period of time of the violation from the date on which such breach ceases.
Appears in 2 contracts
Sources: Non Competition, Non Solicitation and Confidentiality Agreement, Non Competition, Non Solicitation and Confidentiality Agreement (Triple-S Management Corp)
Non-Solicitation. The Optionee covenants and agrees that during the Optionee’s Employment and for a period of twenty-four (a24) Seller months (and such period shall be tolled on a day-to-day basis for each day during which the Optionee participates in any activity in violation of the restrictions set forth in this Section 5(b)) after the termination of the Optionee’s Employment, whether such termination occurs at the insistence of the Company or the Optionee (for whatever reason), the Optionee shall not, whether directly or indirectly, during the period beginning on the Closing Date and ending on the second anniversary of the Closing Date (such period, the “Restricted Period”)shall not assist any other Person to, (i) hire or solicit for hire any employee of the employment of, Company or hire, any Initial Restricted Employee without the prior written consent of Buyer, provided, however, that Seller shall not be in breach of its non-solicitation obligation set forth in Immediate Affiliates or seek to persuade any employee of the foregoing clause (i) solely as a result Company or any of any general solicitation advertisements that are not targeted at any Initial Restricted Employees, but Seller shall be prohibited from hiring any Initial Restricted Employees who respond its Immediate Affiliates to such general solicitation advertisements not targeted at the Initial Restricted Employees; discontinue employment or (ii) take solicit or encourage any action which is intended independent contractor providing services to induce the Company or any Initial Restricted Employee of its Immediate Affiliates to leave his terminate or her employ diminish its relationship with the Business.
(b) Seller shall not, whether directly or indirectly, during the Restricted Period solicit the employment of any Additional Restricted Employee without the prior written consent of Buyerthem; provided, however, that Seller after termination of the Optionee’s Employment, these restrictions shall apply only with respect to employees of, and independent contractors providing services to, the Company or one of its Immediate Affiliates who were such on the date that the Optionee’s Employment terminated or at any time during the nine (9) months immediately preceding such termination date; and, provided further, that this Section 5(b) shall not be in breach violated by (x) any general advertising or other general methods of solicitation by another company or search firm not specifically directed at the employees or independent contractors of the Company or any of its non-Immediate Affiliates or (y) any such hiring, solicitation obligation under this Section 6.10(b) solely as a result or encouragement of any general solicitation advertisements that are not targeted at employee or independent contractors of the Company or any Additional Restricted Employees and Seller shall not be prohibited from hiring any Additional Restricted Employees who respond to such general solicitation advertisements not targeted at the Additional Restricted Employees.
(c) Except as provided in the Transition Services Agreement, Boeing Commercial Airplanes (“BCA”) shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, (i) solicit the employment of, or hire, any Seller Engineering Employees without the prior written consent of Seller, provided, however, that Buyer shall not be in breach of its non-solicitation obligation set forth Immediate Affiliates below the level of director, so long as you had no direct or indirect involvement in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Seller Engineering Employees, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisements; or (ii) take any action which is intended to induce any Seller Engineering Employee to leave his or her employ with Selleractivities.
(d) Except as provided in the Transition Services Agreement, BCA shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, solicit the employment of any New Seller Engineering Employees without the prior written consent of Seller; provided, however, that Buyer shall not be in breach of its non-solicitation obligation under this Section 6.10(d) solely as a result of any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering Employees.
(e) If Buyer or Seller breaches any the restrictive covenants set forth in this Section 6.10, then the non-breaching Party shall have the following rights and remedies against the breaching Party, each of which shall be independent of the others and severally enforceable, and each of the following rights and remedies is in addition to, and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actions: (i) the right and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders and injunctions by any court of competent jurisdiction, it being agreed by the Parties that any breach of this Section 6.10 would cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching Party, and (ii) the right and remedy to collect from the breaching Party any such Losses incurred by the non-breaching Party as a result of enforcing this Section 6.10.
(f) Each Party agrees that, in the event a court of competent jurisdiction declares there has been a breach by such Party of this Section 6.10, the term of any such term or covenant so breached shall be automatically extended with respect to such Party for a period of time of the violation from the date on which such breach ceases.
Appears in 2 contracts
Sources: Employment Agreement (Michaels Companies, Inc.), Non Statutory Stock Option Agreement (Michaels Companies, Inc.)
Non-Solicitation. (a) Except while acting on behalf of the Surviving Corporation or its subsidiaries in its capacity as an officer, director, employee or other agent of such Person, each Seller agrees that, for a one (1) year period commencing on Closing Date, such Seller shall notnot solicit, seek to hire or hire, whether directly as an employee, agent, independent contractor, manager, partner, venturer or indirectlyotherwise, during the period beginning on the Closing Date and ending on the second anniversary any of the Closing Date retained employees set forth on Exhibit D (such periodeach, the a “Restricted PeriodEmployee”), (i) solicit unless Buyer or the employment of, or hire, any Initial Restricted Employee without the prior Surviving Corporation gives its written consent of Buyer, provided, however, that Seller shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Initial Restricted Employees, but Seller shall be prohibited from hiring any Initial Restricted Employees who respond to such general solicitation advertisements not targeted at the Initial Restricted Employees; employment or (ii) take any action which is intended to induce any Initial Restricted Employee to leave his or her employ with the Business.
(b) Seller shall not, whether directly or indirectly, during the Restricted Period solicit the employment offer of any Additional Restricted Employee without the prior written consent of Buyeremployment; provided, however, that Seller the provisions of this subsection (a) shall not be in breach apply to the solicitation or hiring of its non-solicitation obligation under this Section 6.10(b) solely as a result of any general solicitation advertisements that are not targeted at any Additional Restricted Employees and Seller shall not be prohibited from hiring any Additional Restricted Employees who respond to such general solicitation advertisements not targeted at the Additional Restricted Employees.
(c) Except as provided in the Transition Services Agreement, Boeing Commercial Airplanes (“BCA”) shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, (i) solicit any Restricted Employee after the employment of, or hire, any Seller Engineering Employees without expiration of one hundred and eighty (180) days from the prior written consent of Seller, provided, however, that Buyer shall not time such Restricted Employee ceases to be in breach of its non-solicitation obligation set forth in employed by the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Seller Engineering Employees, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisements; Company or (ii) take any action which Restricted Employee who responds to a general solicitation that is intended a public solicitation of prospective employees and not directed specifically to induce employees of the Company or any Seller Engineering Employee to leave his or her employ with SellerSubsidiary.
(db) Except as provided in Each Seller acknowledges that (a) the Transition Services Agreement, BCA shall notprovisions of this Section 7 are reasonable and necessary to protect the legitimate interests of Buyer and the Surviving Corporation, and (b) any violation of this Section 7 will result in irreparable injury to Buyer, the exact amount of which will be difficult to ascertain, and the remedies at law for any such violation would not be reasonable or adequate compensation to Buyer for such a violation. Accordingly, each Seller agrees that if it violates the provisions of this Section 7, in addition to any other remedy which may be available at law or in equity, Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, solicit the employment of be entitled to seek specific performance and injunctive relief in any New Seller Engineering Employees without the prior written consent of Seller; provided, however, that Buyer shall not be action instituted in breach of its non-solicitation obligation under this Section 6.10(d) solely as a result of any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering Employees.
(e) If Buyer or Seller breaches any the restrictive covenants set forth in this Section 6.10, then the non-breaching Party shall have the following rights and remedies against the breaching Party, each of which shall be independent of the others and severally enforceable, and each of the following rights and remedies is in addition to, and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actions: (i) the right and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders and injunctions by any court of competent jurisdiction, it being agreed by the Parties that any breach of this Section 6.10 would cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching Partywithout posting bond or other security, and (ii) without the right and remedy to collect from the breaching Party any such Losses incurred by the non-breaching Party as a result necessity of enforcing this Section 6.10proving actual damages.
(f) Each Party agrees that, in the event a court of competent jurisdiction declares there has been a breach by such Party of this Section 6.10, the term of any such term or covenant so breached shall be automatically extended with respect to such Party for a period of time of the violation from the date on which such breach ceases.
Appears in 2 contracts
Sources: Merger Agreement (Blackhawk Network Holdings, Inc), Seller Support Agreement (Blackhawk Network Holdings, Inc)
Non-Solicitation. Seller Parent, the Other Sellers and Seller agree that for a period of two (a2) Seller years from and after the Closing Date it shall not, whether directly and it shall cause each of their Subsidiaries not to (and shall not encourage or indirectly, during the period beginning on the Closing Date and ending on the second anniversary assist any of the Closing Date (such period, the “Restricted Period”its Affiliates to), (i) solicit the employment of, or hire, any Initial Restricted Employee without the prior written consent of BuyerPurchaser, provideddirectly or indirectly, however, that Seller shall not be in breach solicit to hire (or cause or seek to cause to leave the employ of Purchaser or any of its non-solicitation obligation set forth in the foregoing clause Subsidiaries) (i) solely as a result of any general solicitation advertisements that are not targeted at any Initial Restricted Employees, but Seller shall be prohibited from hiring any Initial Restricted Employees who respond to such general solicitation advertisements not targeted at the Initial Restricted Employees; Transferred Employee or (ii) take any action which is intended other Person employed by Purchaser who became known to induce or was identified to the Seller Parent, Other Sellers or Seller or any Initial Restricted Employee of their Affiliates prior to leave his or her employ the Closing in connection with the Businesstransactions contemplated by this Agreement, unless in each case such Person ceased to be an employee of Purchaser or its Subsidiaries prior to such action by the Seller Parent, Other Sellers or Seller or any of their Affiliates, or, in the case of such Person’s voluntary termination of employment with Purchaser or any of its Subsidiaries, at least three (3) months prior to such action by the Seller Parent, Other Sellers or Seller or any of their Affiliates. Seller Parent agrees, upon the reasonable request of Purchaser, to use its commercially reasonable efforts to cause its Affiliates to enforce their rights for the benefit of Purchaser under the non-solicitation provisions of the Semiconductor Business Purchase Agreement; provided that all costs and expenses incurred in connection with the enforcement of such rights shall be borne exclusively by Seller Parent.
(ba) Seller shall not, whether directly or indirectly, during Purchaser agrees that for a period of two (2) years from and after the Restricted Period solicit the employment of any Additional Restricted Employee without the prior written consent of Buyer; provided, however, that Seller shall not be in breach of its non-solicitation obligation under this Section 6.10(b) solely as a result of any general solicitation advertisements that are not targeted at any Additional Restricted Employees and Seller shall not be prohibited from hiring any Additional Restricted Employees who respond to such general solicitation advertisements not targeted at the Additional Restricted Employees.
(c) Except as provided in the Transition Services Agreement, Boeing Commercial Airplanes (“BCA”) Closing Date it shall not, and Buyer it shall cause its Subsidiaries not to (and shall not on behalf encourage or assist any of BCAits Affiliates to), whether directly or indirectly, during the Restricted Period, (i) solicit the employment of, or hire, any Seller Engineering Employees without the prior written consent of Seller, provideddirectly or indirectly, however, solicit to hire (or cause or seek to cause to leave the employ of the Other Sellers or Seller or any of their Affiliates) any Person that Buyer shall not it or they know to be in breach employed by the Other Sellers or Seller or any of their Affiliates as of the Closing Date unless such Person ceased to be an employee of the Other Sellers or Seller or any of their Affiliates prior to such action by Purchaser or any of its non-solicitation obligation Subsidiaries, or, in the case of such Person’s voluntary termination of employment with the Other Sellers or Seller or any of their Affiliates, at least three (3) months prior to such action by Purchaser or any of its Subsidiaries.
(b) Notwithstanding the foregoing, the restrictions set forth in the foregoing clause Sections 6.10 and 6.10(a) shall not apply to (i) solely as a result bona fide public advertisements for employment placed by any Party and not specifically targeted at the employees of any general solicitation advertisements that are not targeted at any Seller Engineering Employeesother Party, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisements; or (ii) take any action which employee who is intended to induce any Seller Engineering Employee to leave his not a manager or her employ with Seller.
(d) Except as provided an individual contributor who is engaged in the Transition Services Agreement, BCA shall not, and Buyer shall not on behalf design of BCA, whether directly Storage Products or indirectly, during the Restricted Period, solicit the employment of any New Seller Engineering Employees without the prior written consent of Seller; provided, however, that Buyer shall not be in breach of its non-solicitation obligation under this Section 6.10(d) solely as a result of any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering Employeesprocesses.
(e) If Buyer or Seller breaches any the restrictive covenants set forth in this Section 6.10, then the non-breaching Party shall have the following rights and remedies against the breaching Party, each of which shall be independent of the others and severally enforceable, and each of the following rights and remedies is in addition to, and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actions: (i) the right and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders and injunctions by any court of competent jurisdiction, it being agreed by the Parties that any breach of this Section 6.10 would cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching Party, and (ii) the right and remedy to collect from the breaching Party any such Losses incurred by the non-breaching Party as a result of enforcing this Section 6.10.
(f) Each Party agrees that, in the event a court of competent jurisdiction declares there has been a breach by such Party of this Section 6.10, the term of any such term or covenant so breached shall be automatically extended with respect to such Party for a period of time of the violation from the date on which such breach ceases.
Appears in 2 contracts
Sources: Purchase and Sale Agreement (Avago Technologies LTD), Purchase and Sale Agreement (PMC Sierra Inc)
Non-Solicitation. (a) Seller shall notIn exchange for the Company providing the Grantee the consideration set forth herein and other confidential information, whether during the Grantee's employment with the Company and for a period of one year after the separation of such employment for any reason, the Grantee hereby agrees not to, either directly or indirectly, during the period beginning on the Closing Date and ending on the second anniversary of the Closing Date (such period, the “Restricted Period”), : (i) solicit the employment of, or recruit, employ, hire, cause to be employed or hired, entice away, or establish a business with any Initial Restricted Employee without person whom the prior written consent of Buyer, provided, however, that Seller shall not be in breach of its nonGrantee had contact with or job-solicitation obligation set forth related information about in the foregoing clause (i) solely as a result course of such person's employment or other relationship with the Company, or suggest to or discuss with any general solicitation advertisements such person the discontinuation of that are not targeted at any Initial Restricted Employees, but Seller shall be prohibited from hiring any Initial Restricted Employees who respond to such general solicitation advertisements not targeted at person's status or employment with the Initial Restricted EmployeesCompany; or (ii) take on behalf of any action person or entity engaged in the same or similar business as the Company, call on, service, solicit, or accept competing business from the Company's customers or prospective customers whom or which is intended the Grantee, within the previous two (2) years, had or made contact with regarding the Company's business or had access to induce any Initial Restricted Employee to leave his the Company's information or her employ with the Businessfiles about such customer or prospective customer.
(b) Seller To the extent that any provision of this Section 10 shall be determined to be invalid or unenforceable in any respect or to any extent, the provision shall not be void or rendered invalid, but instead shall be automatically amended for such lesser term, to such lesser extent, or in such other lesser degree, as will grant the Company the maximum protection and restrictions on the Grantee's activities permitted by applicable law in such circumstances. If the Grantee violates a non-solicitation provision described above and the Company brings legal action for injunctive relief, the Company shall not, whether directly or indirectly, during the Restricted Period solicit the employment of any Additional Restricted Employee without the prior written consent of Buyer; provided, however, that Seller shall not be in breach of its non-solicitation obligation under this Section 6.10(b) solely as a result of such breach or the time involved in obtaining the relief, be deprived of the benefit of the full period of the provision(s) violated. Accordingly, the provision(s) shall be deemed to be in effect for the duration specified therein, computed from the date the relief is granted but not to include any general solicitation advertisements that are not targeted at any Additional Restricted Employees and Seller shall not be prohibited from hiring any Additional Restricted Employees who respond to such general solicitation advertisements not targeted at period of time during which the Additional Restricted EmployeesGrantee is in violation of the provision(s).
(c) Except as provided in The Company's right to enforce the Transition Services Agreement, Boeing Commercial Airplanes (“BCA”) shall not, and Buyer shall not on behalf terms of BCA, whether directly or indirectly, during the Restricted Period, (i) solicit the employment of, or hire, any Seller Engineering Employees without the prior written consent of Seller, provided, however, that Buyer this Section 10 shall not be in breach of its affected by the existence or non-solicitation obligation set forth in the foregoing clause (i) solely as a result existence of any general solicitation advertisements that are not targeted other similar agreement for anyone else, or by the Company's failure to fully enforce, or enforce at any Seller Engineering Employeesall, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisements; or (ii) take any action which is intended to induce any Seller Engineering Employee to leave his or her employ with Seller.
(d) Except as provided in the Transition Services Agreement, BCA shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, solicit the employment terms of any New Seller Engineering Employees without the prior written consent other such agreement. The provisions of Seller; provided, however, that Buyer shall not be in breach of its non-solicitation obligation under this Section 6.10(d) solely as a result of any general solicitation advertisements that 10 are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering Employees.
(e) If Buyer or Seller breaches any the restrictive covenants set forth in this Section 6.10, then the non-breaching Party shall have the following rights and remedies against the breaching Party, each of which shall be independent of the others and severally enforceable, and each of the following rights and remedies is in addition to, to and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law do not supersede, cancel or in equity for such actions: replace, (i) the right and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Partyany agreement regarding non-solicitation or non-recruitment of customers, including temporary restraining orders and injunctions by any court of competent jurisdiction, it being agreed consultants or employees previously or subsequently signed by the Parties that any breach of this Section 6.10 would cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching PartyGrantee, and or (ii) the right and remedy to collect from the breaching Party any provisions of an existing agreement regarding any such Losses incurred by subjects. Likewise, this Agreement does not alter or amend the non-breaching Party as a result terms of enforcing this Section 6.10.
any existing agreement between the Company and the Grantee concerning employment, and such agreement shall not operate to preclude the enforcement (for cancel the terms) Each Party agrees that, in the event a court of competent jurisdiction declares there has been a breach by such Party of this Section 6.10, Agreement. In case of any conflict between the term terms of this Agreement and the terms of any such term agreement concerning employment, the terms of that agreement shall not operate to cancel, supersede or covenant so breached preclude the enforcement of the terms of this Agreement. The terms of any other such agreement shall be automatically extended with respect construed and enforced without reference to this Agreement unless such Party for a period of time of the violation from the date on which such breach ceasesagreement references this Agreement, specifically or generally.
Appears in 2 contracts
Sources: Performance Share Award Agreement (LegacyTexas Financial Group, Inc.), Performance Share Award Agreement (LegacyTexas Financial Group, Inc.)
Non-Solicitation. (a) Seller For a period of twelve (12) months from the Closing Date, HFSG shall not, whether directly or indirectlyand shall cause its Affiliates not to, during the period beginning on the Closing Date and ending on the second anniversary of the Closing Date (such period, the “Restricted Period”), (i) solicit the employment of, or hire, any Initial Restricted Employee without the prior written consent of Buyer, directly or indirectly, solicit for employment, employ or hire any Business Employee; provided, howeverthat HFSG and its Affiliates may solicit, employ or hire any such Person who was terminated or otherwise discharged by any of the Acquired Companies or their respective Affiliates at least three (3) months prior to the first such solicitation or employment; provided, further, that nothing in this Section 8.08(a) shall prohibit Seller shall not be in breach or any of its non-Affiliates from employing or hiring any Person who contacts Seller or any of its Affiliates on his or her own initiative without direct solicitation obligation set forth in the foregoing clause (i) solely or as a result of any a general solicitation advertisements that are to the public or general advertising not targeted directed at any Initial Restricted Business Employees, but Seller shall be prohibited from hiring any Initial Restricted Employees who respond to such general solicitation advertisements not targeted at the Initial Restricted Employees; or (ii) take any action which is intended to induce any Initial Restricted Employee to leave his or her employ with the Business.
(b) Seller shall notFor a period of twelve (12) months from the Closing Date, whether directly or indirectly, during the Restricted Period solicit the employment of any Additional Restricted Employee without the prior written consent of Buyer; provided, however, that Seller shall not be in breach of its non-solicitation obligation under this Section 6.10(b) solely as a result of any general solicitation advertisements that are not targeted at any Additional Restricted Employees and Seller shall not be prohibited from hiring any Additional Restricted Employees who respond to such general solicitation advertisements not targeted at the Additional Restricted Employees.
(c) Except as provided in the Transition Services Agreement, Boeing Commercial Airplanes (“BCA”) Buyer shall not, and Buyer shall cause its Subsidiaries (including the Acquired Companies) not on behalf of BCAto, whether directly or indirectly, during the Restricted Period, (i) solicit the employment of, or hire, any Seller Engineering Employees without the prior written consent of Seller, directly or indirectly, solicit for employment, employ or hire any employee who received severance payments under the Seller Severance Plan, any Business Employee who does not become a Transferred Employee or any individual who provides transition services pursuant to the Transition Services Agreement; provided, however, that Buyer shall and its Subsidiaries may solicit, employ or hire any such individual (other than any employee who received severance payments under the Seller Severance Plan or Business Employees who do not be in breach become Transferred Employees) who was terminated or otherwise discharged by Seller or any of its non-Affiliates at least three (3) months prior to the first such solicitation obligation set forth or employment; provided, further, that nothing in this Section 8.08(b) shall prohibit Buyer or any of its Subsidiaries from employing or hiring any Person (other than any employees who received severance payments under the foregoing clause (iSeller Severance Plan or Business Employees who do not become Transferred Employees) solely who contacts Buyer or any of its Subsidiaries on his or her own initiative without direct solicitation or as a result of any a general solicitation advertisements that are not targeted at any Seller Engineering Employees, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisements; or (ii) take any action which is intended to induce any Seller Engineering Employee to leave his or her employ with Seller.
(d) Except as provided in the Transition Services Agreement, BCA shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, solicit the employment of any New Seller Engineering Employees without the prior written consent of Seller; provided, however, that Buyer shall not be in breach of its non-solicitation obligation under this Section 6.10(d) solely as a result of any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering Employees.
(e) If Buyer or Seller breaches any the restrictive covenants set forth in this Section 6.10, then the non-breaching Party shall have the following rights and remedies against the breaching Party, each of which shall be independent of the others and severally enforceable, and each of the following rights and remedies is in addition to, and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actions: (i) the right and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders and injunctions by any court of competent jurisdiction, it being agreed by the Parties that any breach of this Section 6.10 would cause irreparable injury to the non-breaching Party and that money damages would public or general advertising not provide an adequate remedy to the non-breaching Party, and (ii) the right and remedy to collect from the breaching Party any directed at such Losses incurred by the non-breaching Party as a result of enforcing this Section 6.10individuals.
(f) Each Party agrees that, in the event a court of competent jurisdiction declares there has been a breach by such Party of this Section 6.10, the term of any such term or covenant so breached shall be automatically extended with respect to such Party for a period of time of the violation from the date on which such breach ceases.
Appears in 2 contracts
Sources: Stock and Asset Purchase Agreement (Hartford Financial Services Group Inc/De), Stock and Asset Purchase Agreement
Non-Solicitation. (a) Seller For a period of one year from the Closing, Sellers shall not, whether and Sellers shall cause each of their Affiliates not to, directly or indirectlyindirectly perform any action, during activity or course of conduct consisting of or encouraging the period beginning on the Closing Date and ending on the second anniversary following: (A) soliciting or recruiting any key employees of the Closing Date Business (such periodas continued following the Closing); or (B) soliciting or directly encouraging any key employees of the Business (as continued following the Closing) to leave the employment of Purchaser, a Purchased Business Company, or any of their respective Affiliates; and for a period of six months from the “Restricted Period”Closing, Sellers shall not, and Sellers shall cause each of their Affiliates not to, directly or indirectly perform any action, activity or course of conduct consisting of or encouraging the following: (X) soliciting or recruiting any employees of the Business (as continued following the Closing); or (Y) soliciting or directly encouraging any employees of the Business (as continued following the Closing) to leave the employment of Purchaser or a Purchased Business Company. For purposes hereof, a key employee of the Business (as continued following the Closing) shall include any officer or director of Purchaser, a Purchased Business Company or any of their respective Affiliates and any employee involved in the Business (as continued following the Closing) who has management or supervisory responsibilities, including division or group managers. The foregoing shall not prohibit (i) solicit the employment of, or hire, any Initial Restricted Employee without the prior written consent of Buyer, provided, however, that Seller shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are to the public of general advertising or similar methods of solicitation by search firms not targeted specifically directed at any Initial Restricted Employees, but Seller shall be prohibited from hiring any Initial Restricted Employees who respond to such general solicitation advertisements not targeted at employees of the Initial Restricted Employees; Business (as continued following the Closing) or (ii) take Sellers or any action which is intended of their Affiliates from soliciting, recruiting, or hiring any employee of the Business (as continued following the Closing) who has ceased to induce any Initial Restricted Employee to leave his be employed or her employ with retained by Purchaser, the BusinessPurchased Company or their Affiliates (as the case may be) for at least three months.
(b) Seller shall notNotwithstanding anything contained in this Agreement to the contrary, whether directly or indirectly, during the Restricted Period solicit parties hereto recognize and agree that in the employment event of any Additional Restricted Employee without the prior written consent of Buyer; provided, however, that Seller shall not be in a breach of its non-solicitation obligation under this Section 6.10(b) solely as a result of any general solicitation advertisements that are not targeted at any Additional Restricted Employees and Seller shall not be prohibited from hiring any Additional Restricted Employees who respond to such general solicitation advertisements not targeted at the Additional Restricted Employees.
(c) Except as provided in the Transition Services Agreement, Boeing Commercial Airplanes (“BCA”) shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, (i) solicit the employment of, or hire, any Seller Engineering Employees without the prior written consent of Seller, provided, however, that Buyer shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Seller Engineering Employees, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisements; or (ii) take any action which is intended to induce any Seller Engineering Employee to leave his or her employ with Seller.
(d) Except as provided in the Transition Services Agreement, BCA shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, solicit the employment of any New Seller Engineering Employees without the prior written consent of Seller; provided, however, that Buyer shall not be in breach of its non-solicitation obligation under this Section 6.10(d) solely as a result of any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering Employees.
(e) If Buyer or Seller breaches any the restrictive covenants set forth in this Section 6.10, then the non-breaching Party shall have the following rights and remedies against the breaching Party, each of which shall be independent of the others and severally enforceable, and each of the following rights and remedies is in addition to, and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actions: (i) the right and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders and injunctions 5.09 by any court of competent jurisdictionparty, it being agreed by the Parties that any breach of this Section 6.10 would cause irreparable injury to the non-breaching Party and that money damages would not provide be an adequate remedy to the non-breaching Partyinjured party for such breach and, and (ii) even if money damages were adequate, it would be impossible to ascertain or measure with any degree of accuracy the right and remedy to collect from the breaching Party any damages sustained by such Losses incurred by the non-breaching Party as a result of enforcing this Section 6.10.
(f) Each Party agrees thatinjured party therefrom. Accordingly, in the event a court of competent jurisdiction declares if there has been should be a breach or threatened breach by such Party any party of any provisions of this Section 6.105.09, the term of any such term or covenant so breached injured party shall be automatically extended entitled, either with respect or without pursuing any potential damage remedies, to such Party for immediately obtain an injunction prohibiting the breaching party from violating this section without showing or proving actual damage sustained by the injured party. Nothing in the preceding sentence shall limit or otherwise affect any remedies that a period of time of the violation from the date on which such breach ceasesparty may otherwise have under applicable law.
Appears in 2 contracts
Sources: Purchase Agreement (Dresser Inc), Purchase Agreement (Cooper Cameron Corp)
Non-Solicitation. (a) Seller shall not, whether directly or indirectlyPurchaser hereby covenants and agrees, during the period beginning on the Closing Date date hereof and ending on the second (2nd) anniversary of the Closing Date (such periodthe “Purchaser Non Solicitation Period”), not directly or indirectly to (A) induce or attempt to induce any officer, employee, representative or agent of Matrix or any Subsidiary of Matrix (collectively, the “Restricted PeriodEntities”), (i) solicit to leave the employment ofemploy of such Restricted Entity, or (B) hire, within twelve months following the date of termination of such person’s employment with such Restricted Entity, any Initial Restricted Employee without the prior written consent of Buyer, provided, however, that Seller shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result person who was an employee of any general solicitation advertisements that are not targeted Restricted Entity (x) at any Initial time during the year prior to the date hereof or (y) during the Purchaser Non Solicitation Period, or (C) in any other way interfere with the relationship between any Restricted EmployeesEntity and any employee thereof. Notwithstanding the foregoing, but Seller shall be prohibited nothing in this Agreement will prevent Purchaser from (x) hiring any Initial Person who was employed at any time by any Restricted Employees who respond to Entity and whose employment was terminated by such general solicitation advertisements not targeted at Restricted Entity following the Initial Restricted Employees; Closing or (iiy) take hiring any action which is intended employee of a Restricted Entity who makes an unsolicited approach to induce any Initial Restricted Employee Purchaser seeking employment in response to leave his the general advertisement or her employ with the Businessother public announcement of a job opening.
(b) Seller shall notSellers and Purchaser agree, whether for a period of five (5) years from the Closing Date, not to, directly or indirectly, during make any statement or other communication (whether written or oral) that impugns or attacks the reputation or character of Purchaser, any Seller or Restricted Period solicit Entity, or damages the employment goodwill of Purchaser, any Additional Seller or any Restricted Employee without Entity.
(c) Each Seller other than Matrix hereby covenants and agrees, for the prior respective period of time from and after the Closing Date set forth opposite such Seller’s name on Exhibit 6.7(c) hereto, not to, and to cause its Subsidiaries not to, establish a business or employ Persons with the intent of competing with the provision of: (i) managed account platform technology, including back office systems to support the administration of an investment advisor’s managed account business or (ii) advisory and administrative services to investment advisors and their clients as part of a managed account platform technology, in the case of either of the preceding clauses (i) or (ii), anywhere within the United States (a “Competing Business”). Subject to any exceptions set forth by the separate written consent agreement of BuyerMatrix and Purchaser, Matrix hereby covenants and agrees, for a period of three (3) years from the Closing Date, not to, and to cause its Subsidiaries not to, establish a business or employ Persons with the intent of competing with the development, marketing, selling or provision of one or more products or services (individually or as a bundle) consisting of (i) investment products research and/or due diligence, (ii) desktop asset management application, (iii) performance reporting, and (iv) any investment advisory services to the wealth management industry, other than in each of the preceding clauses (i)-(iv) as relates to the corporate, not-for-profit, employee force-out, or governmental retirement plan markets (a “Matrix Competing Business”); provided, however, that Seller this provision shall not be in breach of its non-solicitation obligation under this Section 6.10(b) solely as a result of any general solicitation advertisements that are not targeted at any Additional Restricted Employees and Seller shall not be prohibited from hiring any Additional Restricted Employees who respond to such general solicitation advertisements not targeted at the Additional Restricted Employees.
(c) Except as provided in the Transition Services Agreement, Boeing Commercial Airplanes (“BCA”) shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, prohibit Matrix from: (i) solicit acquiring a company or business that is an Affiliate of a Matrix Competing Business, if such Matrix Competing Business comprises one-quarter or less of the employment of, total revenues of such company or hire, any Seller Engineering Employees without the prior written consent of Seller, provided, however, that Buyer shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Seller Engineering Employees, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisementsbusiness; or (ii) take continuing to conduct the businesses in which Matrix and its subsidiaries (other than Prima) are engaged in as of the date of this Agreement, including without limitation the continued development, marketing and provision of the RetireTool(k)it suite of products. For these purposes, ownership of securities of five percent (5%) or less of any action which is intended class of securities of a company engaged in a Competing Business or Matrix Competing Business, as applicable, shall not be considered to be a Competing Business or Matrix Competing Business, for purposes of this Section 6.7(c). Furthermore, Matrix and Broadridge (pursuant to its separate joinder to this Agreement) each hereby covenants and agrees, for a period of three (3) years from the Closing Date, not to, and to cause each of its respective Subsidiaries not to, induce or attempt to induce any Seller Engineering Employee client of Company or Company Subsidiary set forth on Exhibit 6.7(c)-2 to leave his cease doing business with Company or her employ with SellerCompany Subsidiary as set forth opposite such client’s name on such Exhibit, or in any way divert or attempt to divert the provision of such services to any such client away from Company or Company Subsidiary.
(d) Except as provided in Each Seller hereby covenants and agrees, for a period of two (2) years from the Transition Services AgreementClosing Date (“Sellers Non Solicitation Period”), BCA shall notnot to, and Buyer shall to cause its Subsidiaries not on behalf of BCAto, whether directly or indirectlyindirectly (A) induce or attempt to induce any individual employed by Company or Company Subsidiary as of the Closing Date or (B) hire, within twelve months following the date of termination of such person’s employment with Company, Company Subsidiary, Purchaser or any of Purchaser’s Affiliates, any person who was an employee of Company, Company Subsidiary, Purchaser or any of Purchaser’s Affiliates (x) at any time during the Restricted year prior to the date hereof or (y) during the Sellers Non Solicitation Period. Notwithstanding the foregoing, solicit nothing in this Agreement will prevent any Seller from (x) hiring any Person who was employed at any time by Company, Company Subsidiary, Purchaser or any of Purchaser’s Affiliates and whose employment was terminated by such employing Person following the employment Closing or (y) hiring any employee of any New Seller Engineering Employees without the prior written consent of Seller; provided, however, that Buyer shall not be in breach of its non-solicitation obligation under this Section 6.10(d) solely as a result of any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees such employing Person who respond makes an unsolicited approach to such Seller seeking employment in response to the general solicitation advertisements not targeted at the New Seller Engineering Employeesadvertisement or other public announcement of a job opening.
(e) If Buyer or Seller breaches any Purchaser agrees that (i) the restrictive covenants set forth in this Section 6.10, then the non-breaching Party shall have the following rights Sections 6.7(a) and remedies against the breaching Party, each of which shall be independent of the others 6.7(b) are reasonable in temporal and severally enforceable, geographical scope and each of the following rights and remedies is in addition to, and not in lieu of, any all other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actions: (i) the right and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders and injunctions by any court of competent jurisdiction, it being agreed by the Parties that any breach of this Section 6.10 would cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching Partyrespects, and (ii) the right covenants contained therein have been made in order to induce the Sellers and remedy Purchaser to collect from enter into this Agreement. Sellers and Purchaser intend that the breaching Party any such Losses incurred by covenants of Sections 6.7(a) and 6.7(b) shall be deemed to be a series of separate covenants, one for each month of the non-breaching Party as a result relevant period of enforcing this Section 6.10restriction.
(f) Each Party Seller agrees thatthat (i) the covenants set forth in Sections 6.7(c) and 6.7(d) are reasonable in temporal and geographical scope and in all other respects, and (ii) the covenants contained therein have been made in order to induce the Sellers and Purchaser to enter into this Agreement.
(g) If, at the time of enforcement of Section 6.7(a), 6.7(b), 6.7(c) or 6.7(d) a court shall hold that the duration or scope stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration or scope under such circumstances shall be substituted for the stated duration or scope and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period and scope permitted by law.
(h) Purchaser recognizes and affirms that in the event of its breach of any provision of Section 6.7(a) or 6.7(b), money damages would be inadequate and Matrix would not have adequate remedy at law. Accordingly, Purchaser agrees that in the event of a breach or a threatened breach of any of the provisions of Section 6.7(a) or 6.7(b), Matrix, in addition and supplementary to other rights and remedies existing in its favor, may apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the provisions thereof (without posting a bond or other security). In addition, in the event of a breach or violation of Section 6.7(a) or 6.7(b), the relevant period of restriction shall be tolled until such breach or violation has been duly cured.
(i) Each Seller recognizes and affirms that in the event of its breach of any provision of Section 6.7(c) or 6.7(d), money damages would be inadequate and Purchaser would have not adequate remedy at law. Accordingly, each Seller agrees that in the event of a breach or a threatened breach of any of the provisions of Section 6.7(c) or 6.7(d), Purchaser, in addition and supplementary to other rights and remedies existing in its favor, may apply to any court of law or equity of competent jurisdiction declares there for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the provisions thereof (without posting a bond or other security). In addition, in the event of a breach or violation of Section 6.7(c) or 6.7(d), the relevant period of restriction shall be tolled until such breach or violation has been a breach by such Party of duly cured.
(j) Purchaser acknowledges that its covenants in this Section 6.106.7 are a material inducement to Matrix to enter into this Agreement and consummate the transactions contemplated hereby, and each Seller acknowledges and agrees that its covenants in this Section 6.7 are a material inducement to Purchaser to enter into this Agreement and consummate the term of any such term or covenant so breached shall be automatically extended with respect to such Party for a period of time of the violation from the date on which such breach ceasestransactions contemplated hereby.
Appears in 2 contracts
Sources: Stock Purchase Agreement, Stock Purchase Agreement (Envestnet, Inc.)
Non-Solicitation. (a) Seller Except as set forth in Section 5.5, Buyer agrees that for a period of twelve (12) months from and after the Closing Date it shall not, whether and it shall cause its subsidiaries not to (and shall not encourage or assist any of its affiliates to), without the prior written consent of Seller, directly or indirectly, during solicit to hire (or cause or seek to cause to leave the employ of Seller or any of its Subsidiaries) (i) any Product Employee or (ii) any Person employed by Seller or any of its Subsidiaries who became known to or was identified to Buyer or any of its affiliates in connection with the transactions contemplated by this Agreement prior to the Closing, unless such Person ceased to be an employee of Seller or any of its Subsidiaries prior to such action by Buyer or any of its subsidiaries, or, in the case of such Person’s voluntary termination of employment with Seller or any of its Subsidiaries, at least three (3) months prior to such action by Buyer or any of its subsidiaries.
(b) Seller agrees that for a period beginning on of twelve (12) months from and after the Closing Date it shall not, and ending on the second anniversary it shall cause each of the Closing Date its Subsidiaries not to (such period, the “Restricted Period”and shall not encourage or assist any of its affiliates to), (i) solicit the employment of, or hire, any Initial Restricted Employee without the prior written consent of Buyer, provideddirectly or indirectly, however, that Seller shall not be in breach solicit to hire (or cause or seek to cause to leave the employ of Buyer or any of its non-solicitation obligation set forth in the foregoing clause subsidiaries) (i) solely as a result of any general solicitation advertisements that are not targeted at any Initial Restricted Employees, but Seller shall be prohibited from hiring any Initial Restricted Employees who respond to such general solicitation advertisements not targeted at the Initial Restricted Employees; Transferred Employee or (ii) take any action which is intended Person employed by Buyer or any of its subsidiaries who became known to induce or was identified to Seller or any Initial Restricted Employee to leave his or her employ of its affiliates in connection with the Business.
(b) Seller shall nottransactions contemplated by this Agreement prior to the Closing, whether directly unless such Person ceased to be an employee of Buyer or indirectly, during the Restricted Period solicit the employment of any Additional Restricted Employee without the prior written consent of Buyer; provided, however, that Seller shall not be in breach of its non-solicitation obligation under this Section 6.10(b) solely as a result of any general solicitation advertisements that are not targeted at any Additional Restricted Employees and Seller shall not be prohibited from hiring any Additional Restricted Employees who respond subsidiaries prior to such general solicitation advertisements not targeted action by Seller or any of its Subsidiaries, or, in the case of such Person’s voluntary termination of employment with Buyer or any of its subsidiaries, at the Additional Restricted Employeesleast three (3) months prior to such action by Seller or any of its Subsidiaries.
(c) Except as provided in Notwithstanding the Transition Services Agreementforegoing, Boeing Commercial Airplanes (“BCA”) shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, (i) solicit the employment of, or hire, any Seller Engineering Employees without the prior written consent of Seller, provided, however, that Buyer shall not be in breach of its non-solicitation obligation restrictions set forth in the foregoing clause (iSection 5.6(a) solely as a result of any general solicitation advertisements that are not targeted at any Seller Engineering Employees, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisements; or (iiand Section 5.6(b) take any action which is intended to induce any Seller Engineering Employee to leave his or her employ with Seller.
(d) Except as provided in the Transition Services Agreement, BCA shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, solicit the apply to bona fide public advertisements for employment of placed by any New Seller Engineering Employees without the prior written consent of Seller; provided, however, that Buyer shall party and not be in breach of its non-solicitation obligation under this Section 6.10(d) solely as a result of any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not specifically targeted at the New Seller Engineering Employees.
(e) If Buyer or Seller breaches any the restrictive covenants set forth in this Section 6.10, then the non-breaching Party shall have the following rights and remedies against the breaching Party, each employees of which shall be independent of the others and severally enforceable, and each of the following rights and remedies is in addition to, and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actions: (i) the right and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders and injunctions by any court of competent jurisdiction, it being agreed by the Parties that any breach of this Section 6.10 would cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching Party, and (ii) the right and remedy to collect from the breaching Party any such Losses incurred by the non-breaching Party as a result of enforcing this Section 6.10party.
(f) Each Party agrees that, in the event a court of competent jurisdiction declares there has been a breach by such Party of this Section 6.10, the term of any such term or covenant so breached shall be automatically extended with respect to such Party for a period of time of the violation from the date on which such breach ceases.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Integrated Device Technology Inc), Asset Purchase Agreement (Netlogic Microsystems Inc)
Non-Solicitation. (a) Seller shall not, whether directly or indirectly, during and Seller Parent agrees that from and after the period beginning on the Closing Date and ending on the second anniversary date of this Agreement until one year after the Closing Date (such period, the “Restricted Non-Solicitation Period”), (i) solicit they shall not, and shall cause the Non-Company Affiliates not to request or induce any Person who is at any time from the date of this Agreement to the Closing Date employed by the Company or any Company Subsidiary as a vice president or higher officer to terminate his or her employment ofwith the Company and the Company Subsidiaries, or hire, any Initial Restricted Employee without the prior written consent of Buyer, provided, however, that Seller shall not be in breach of its non-solicitation obligation set forth except in the foregoing clause (i) solely as a result ordinary course of any general solicitation advertisements business, and except for employees that are not targeted at any Initial Restricted Transferred Employees, but Seller shall be prohibited from hiring any Initial Restricted Employees who respond to such general solicitation advertisements not targeted at the Initial Restricted Employees; or (ii) take any action which is intended to induce any Initial Restricted Employee to leave his or her employ with the Business.
(b) Seller shall not, whether directly or indirectly, during the Restricted Period solicit the employment of any Additional Restricted Employee without the prior written consent of Buyer; provided, however, that Seller the foregoing shall not be in breach apply (i) to solicitations made by job opportunity advertisements and headhunter searches directed to the general public rather than targeting any employees of its non-solicitation obligation under this Section 6.10(bthe Company or the Company Subsidiaries or (ii) solely as a result of with respect to any general solicitation advertisements that are not targeted at any Additional Restricted Employees and Seller shall not be prohibited from hiring any Additional Restricted Employees employee who respond has been terminated by the Company or the Company Subsidiaries (or has voluntarily left his or her employment more than six months prior to such general solicitation advertisements not targeted at the Additional Restricted Employeessolicitation).
(cb) Except as provided in Investor agrees that during the Transition Services AgreementNon-Solicitation Period, Boeing Commercial Airplanes (“BCA”) it shall not, and Buyer it shall cause its Affiliates (including the Company and the Company Subsidiaries) not on behalf of BCAto, whether directly or indirectly, request or induce any employee who is not a Transferred Employee or any Person who is at any time during the Restricted PeriodNon-Solicitation Period employed by Seller or any of its Non-Company Affiliates, in each case, as a vice president or higher officer (iwhether at the Seller Parent corporate or business division level) solicit with whom it had contact in the employment of, or hire, any Seller Engineering Employees without course of evaluating and negotiating a possible transaction involving the prior written consent of Company with Seller, provided, however, that Buyer shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Seller Engineering Employees, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisements; or (ii) take any action which is intended to induce any Seller Engineering Employee to leave terminate his or her employ employment with Seller.
(d) Except as provided in the Transition Services Agreement, BCA shall not, and Buyer shall not on behalf Seller or any of BCA, whether directly or indirectly, during the Restricted Period, solicit the employment of any New Seller Engineering Employees without the prior written consent of Sellerits Non-Company Affiliates; provided, however, that Buyer the foregoing shall not be in breach of its non-solicitation obligation under this Section 6.10(d) solely as a result of any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering Employees.
(e) If Buyer or Seller breaches any the restrictive covenants set forth in this Section 6.10, then the non-breaching Party shall have the following rights and remedies against the breaching Party, each of which shall be independent of the others and severally enforceable, and each of the following rights and remedies is in addition to, and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actions: apply (i) the right to solicitations made by job opportunity advertisements and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders and injunctions by any court of competent jurisdiction, it being agreed by the Parties that any breach of this Section 6.10 would cause irreparable injury headhunter searches directed to the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching Party, and general public rather than targeting any employees of Seller or any of its Affiliates or (ii) the right and remedy to collect from the breaching Party any such Losses incurred by the non-breaching Party as a result of enforcing this Section 6.10.
(f) Each Party agrees that, in the event a court of competent jurisdiction declares there has been a breach by such Party of this Section 6.10, the term of any such term or covenant so breached shall be automatically extended with respect to any employee who has been terminated by Seller or any of its Affiliates, as applicable, (or has voluntarily left his or her employment) more than six months prior to such Party for a period of time of the violation from the date on which such breach ceasessolicitation.
Appears in 2 contracts
Sources: Investment Agreement (Unistrut International Holdings, LLC), Investment Agreement (Tyco International LTD)
Non-Solicitation. (a) Seller During the period that this Agreement is in effect and for the three (3) year period immediately following termination of this Agreement, Independent Contractor shall not, whether not directly or indirectly, during the period beginning on the Closing Date and ending on the second anniversary of the Closing Date (such period, the “Restricted Period”), indirectly through another entity (i) solicit the employment induce or attempt to induce any employee of, or hireconsultant to, VMS or its subsidiaries to leave the employ of, or consultancy to, VMS or its subsidiaries, or in any Initial Restricted Employee way interfere with the relationship between VMS or its subsidiaries and any employee or consultant thereof, (ii) hire any person who was an employee of, or consultant to, VMS or its subsidiaries at any time during the twelve-month period immediately prior to the date on which such hiring would take place without the prior written consent of Buyer, provided, however, VMS (it being conclusively presumed by the parties so as to avoid any disputes under this section that Seller shall not be any such hiring within such twelve-month period is in breach violation of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result above); (iii) call on, solicit or service any customer, referral partner, affiliate, agent, supplier, licensee, licensor, consultant, contractor or other business relation of VMS or its respective subsidiaries in order to induce or attempt to induce such person to cease doing business with VMS or its subsidiaries, or in any general solicitation advertisements that are not targeted at way interfere with the relationship between any Initial Restricted Employeessuch customer, but Seller shall be prohibited from hiring referral partner, affiliate, agent, supplier, licensee, licensor, consultant, contractor or other business relation and VMS or its subsidiaries (including, without limitation, making any Initial Restricted Employees who respond to such general solicitation advertisements not targeted at the Initial Restricted Employeesnegative statements or communications about VMS or its subsidiaries); or (iiiv) call on, solicit, or take away or attempt to call on, solicit, or take away any action which is intended to induce any Initial Restricted Employee to leave his of VMS’s customers, referral partners, affiliates, agents and vendors on whom Independent Contractor called or her employ with the Businesswhom Independent Contractor became acquainted during its contractual relationship with VMS, either on its behalf or that of other person, firm, or corporation.
(b) Seller shall notIf, whether directly or indirectly, during the Restricted Period solicit the employment of any Additional Restricted Employee without the prior written consent of Buyer; provided, however, that Seller shall not be in breach of its non-solicitation obligation under this Section 6.10(b) solely as a result of any general solicitation advertisements that are not targeted at any Additional Restricted Employees and Seller shall not be prohibited from hiring any Additional Restricted Employees who respond to such general solicitation advertisements not targeted at the Additional Restricted Employees.
time of enforcement of the covenants contained in this section above (c) Except as provided in the Transition Services Agreement“Protective Covenants”), Boeing Commercial Airplanes (“BCA”) a court shall nothold that the duration, and Buyer shall not on behalf of BCAscope or area restrictions stated herein are unreasonable under circumstances then existing, whether directly the parties hereto agree that the maximum duration, scope or indirectly, during the Restricted Period, (i) solicit the employment of, or hire, any Seller Engineering Employees without the prior written consent of Seller, provided, however, that Buyer shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Seller Engineering Employees, but Buyer area reasonable under such circumstances shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisements; substituted for the stated duration, scope or (ii) take any action which is intended to induce any Seller Engineering Employee to leave his or her employ with Seller.
(d) Except as provided in area and that the Transition Services Agreement, BCA shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, solicit the employment of any New Seller Engineering Employees without the prior written consent of Seller; provided, however, that Buyer shall not be in breach of its non-solicitation obligation under this Section 6.10(d) solely as a result of any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering Employees.
(e) If Buyer or Seller breaches any the restrictive covenants set forth in this Section 6.10, then the non-breaching Party shall have the following rights and remedies against the breaching Party, each of which court shall be independent allowed to revise the Protective Covenants to cover the maximum duration, scope and area permitted by law. Independent Contractor agrees that the Protective Covenants are reasonable in terms of duration, scope and area restrictions and are necessary to protect the goodwill of VMS’s businesses and agrees not to challenge the validity or enforceability of the others and severally enforceable, and each of the following rights and remedies is in addition to, and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actions: (i) the right and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders and injunctions by any court of competent jurisdiction, it being agreed by the Parties that any breach of this Section 6.10 would cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching Party, and (ii) the right and remedy to collect from the breaching Party any such Losses incurred by the non-breaching Party as a result of enforcing this Section 6.10Protective Covenants.
(f) Each Party agrees that, in the event a court of competent jurisdiction declares there has been a breach by such Party of this Section 6.10, the term of any such term or covenant so breached shall be automatically extended with respect to such Party for a period of time of the violation from the date on which such breach ceases.
Appears in 2 contracts
Sources: Independent Contractor Agreement, Independent Contractor Agreement
Non-Solicitation. Seller agrees that for a period of one (a1) year from and after the Closing Date, Seller shall not, whether and shall cause its Affiliates (other than Affiliates that are natural persons) not to, directly or indirectly, during solicit to hire or hire any Transferred Employee, unless such Person ceased to be an employee of Purchaser or its Subsidiaries prior to such action by Seller or its Affiliates, or, in the period beginning on case of such Person’s voluntary termination of employment with Purchaser or its Subsidiaries, at least three months prior to such action by Seller or its Affiliates. Notwithstanding the Closing Date and ending on the second anniversary of the Closing Date (such periodforegoing, the “Restricted Period”), (i) solicit the employment of, or hire, any Initial Restricted Employee without the prior written consent of Buyer, provided, however, that Seller shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Initial Restricted Employees, but Seller shall be prohibited from hiring any Initial Restricted Employees who respond to such general solicitation advertisements not targeted at the Initial Restricted Employees; or (ii) take any action which is intended to induce any Initial Restricted Employee to leave his or her employ with the Business.
(b) Seller shall not, whether directly or indirectly, during the Restricted Period solicit the employment of any Additional Restricted Employee without the prior written consent of Buyer; provided, however, that Seller shall not be in breach of its non-solicitation obligation under this Section 6.10(b) solely as a result of any general solicitation advertisements that are not targeted at any Additional Restricted Employees and Seller shall not be prohibited from hiring any Additional Restricted Employees who respond to such general solicitation advertisements not targeted at the Additional Restricted Employees.
(c) Except as provided in the Transition Services Agreement, Boeing Commercial Airplanes (“BCA”) shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, (i) solicit the employment of, or hire, any Seller Engineering Employees without the prior written consent of Seller, provided, however, that Buyer shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Seller Engineering Employees, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisements; or (ii) take any action which is intended to induce any Seller Engineering Employee to leave his or her employ with Seller.
(d) Except as provided in the Transition Services Agreement, BCA shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, solicit the employment of any New Seller Engineering Employees without the prior written consent of Seller; provided, however, that Buyer shall not be in breach of its non-solicitation obligation under this Section 6.10(d) solely as a result of any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering Employees.
(e) If Buyer or Seller breaches any the restrictive covenants restrictions set forth in this Section 6.105.16 prohibiting solicitation of employment shall not apply to bona fide general solicitations of, then the non-breaching Party or advertisements for, employment placed by Seller or its Affiliates that are not specifically targeted at such Persons. In addition, neither Seller nor any of its Affiliates (other than Affiliates that are natural persons) shall directly, or indirectly through another Person, for so long as Seller shall have continuing obligations under Section 5.17 below, call on, solicit or service any customer, supplier, licensee, licensor or other business relation of Purchaser or any of its Affiliates in order to induce or attempt to induce such Person to cease doing business with Purchaser or any of its Affiliates with respect to the following rights and remedies against the breaching PartyBusiness, each of which shall be independent of the others and severally enforceable, and each of the following rights and remedies is in addition to, and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law or in equity for any way interfere with the relationship between any such actions: customer, supplier, licensee or business relation with respect to the Business and Purchaser or any of its Affiliates (i) including making any negative statements or communications with respect to the right and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders and injunctions by Business about Purchaser or any court of competent jurisdiction, it being agreed by the Parties that any breach its Affiliates). For purposes of this Section 6.10 would cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching Party, and (ii) the right and remedy to collect from the breaching Party any such Losses incurred by the non-breaching Party as a result of enforcing this Section 6.10.
(f) Each Party agrees that, in the event a court of competent jurisdiction declares there has been a breach by such Party of this Section 6.105.16, the term Affiliate (when used in the context of Seller) shall not include any such term Person that, after the Closing Date, acquires control of Seller (an “Acquiring Person”) or covenant so breached shall be automatically extended with respect to such Party for a period any Subsidiary of an Acquiring Person (other than Seller and its Subsidiaries at the time of such acquisition of control) (an “Acquiring Person Subsidiary”) that does not use information regarding the violation from the date on which such breach ceasesidentities of Transferred Employees for purposes of taking action that would otherwise be prohibited by this Section 5.16.
Appears in 2 contracts
Sources: Acquisition Agreement (Syniverse Technologies Inc), Acquisition Agreement (Verisign Inc/Ca)
Non-Solicitation. (a) Seller Buyer agrees that it shall not, whether directly and shall cause its Affiliates (including the Companies on or indirectlyafter the Closing) not to, during the for a period beginning commencing on the Closing Effective Date and ending on the second anniversary date that is twelve (12) months after the Closing Date, except as provided in the FTC Documents, solicit employment of employees of Sellers or their Affiliates (but, following the Closing, excluding the employees of the Closing Date (such period, the “Restricted Period”), (iCompanies) solicit the employment of, or hire, any Initial Restricted Employee without the prior written consent of Buyer, provided, however, that Seller shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely with whom Buyer had substantial contact with as a result of any general solicitation advertisements that are not targeted at any Initial Restricted Employees, but Seller shall be prohibited from hiring any Initial Restricted Employees who respond to such general solicitation advertisements not targeted at the Initial Restricted Employees; or (ii) take any action which is intended to induce any Initial Restricted Employee to leave his or her employ with the Business.
(b) Seller shall not, whether directly or indirectly, during the Restricted Period solicit the employment of any Additional Restricted Employee without the prior written consent of Buyertransactions contemplated by this Agreement; provided, however, that Seller the restrictions contained in this Section 8.14(a) shall not be apply to (a) general solicitations not specifically directed to any employee of Sellers or their Affiliates, (b) any solicitation of employees of the Companies in breach of its non-solicitation obligation under this Section 6.10(b) solely as a result of any general solicitation advertisements that are not targeted at any Additional Restricted Employees and Seller shall not be prohibited from hiring any Additional Restricted Employees who respond to such general solicitation advertisements not targeted connection with employment at the Additional Restricted EmployeesCompanies, and (c) any solicitation or hiring of an individual who is not employed by Seller or its Affiliates at the time of such solicitation or hiring of that individual and so long as such party did not cause, induce or attempt to cause or induce such employee to no longer be employed by Sellers or their Affiliates.
(cb) Except as provided in the Transition Services Agreement, Boeing Commercial Airplanes (“BCA”) Buyer shall not, and Buyer shall cause its Affiliates (including the Companies on or after the Closing) not to, for a period commencing on behalf of BCAthe Effective Date and ending on the date that is twelve (12) months after the Closing Date, whether directly or indirectly, during solicit for employment or in any other capacity any employee of Sellers or their Affiliates (but, following the Restricted PeriodClosing, (iexcluding the employees of the Companies) solicit the employment of, or hire, any Seller Engineering Employees without the prior written consent of Seller, provided, however, that Buyer shall not be in breach of its non-solicitation obligation set forth in the foregoing clause St. Louis MO-IL metropolitan statistical area (i) solely as a result of any general solicitation advertisements that are not targeted at any Seller Engineering Employees, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisements; or (ii) take any action which is intended to induce any Seller Engineering Employee to leave his or her employ with Seller.
(d) Except except as provided for in the Transition Services Agreement, BCA shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, solicit the employment of any New Seller Engineering Employees without the prior written consent of SellerFTC Documents); provided, however, that Buyer shall and its Affiliates may:
(i) solicit employees of the Companies in connection with employment at the Companies;
(ii) advertise for employees in newspapers, trade publications, or other media, or engage recruiters to conduct general employee search activities, in either case not be targeted specifically at employees of Sellers or their Affiliates in breach the St. Louis MO-IL metropolitan statistical area;
(iii) hire employees of Sellers or their Affiliates in the St. Louis MO-IL metropolitan statistical area who apply for employment with Buyer or its non-solicitation obligation under Affiliates, as long as such employees were not solicited by Buyer or its Affiliates in violation of this Section 6.10(d8.14;
(iv) solely as a result make offers of employment to or employ or hire any general solicitation advertisements employee of Sellers or their Affiliates in the St. Louis MO-IL metropolitan statistical area if Sellers have notified Buyer or its Affiliates in writing that are Sellers and their Affiliates do not targeted at intend to make an offer of employment to that employee, or where such an offer has been made and the employee has declined the offer, or where the employee’s employment has been terminated by Sellers or their Affiliates; or
(v) solicit or hire any New Seller Engineering Employees and Buyer shall former employee of Sellers or their Affiliates in the St. Louis MO-IL metropolitan statistical area who is not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted employed by Sellers or their Affiliates at the New Seller Engineering Employeestime of such solicitation or hiring of such employee and so long as Buyer and its Affiliates did not cause, induce or attempt to cause or induce such employee to no longer be employed by Sellers or their Affiliates in violation of this Section 8.14.
(ec) If Sellers shall not, and shall cause their Affiliates not to, for a period commencing on the Effective Date and ending on the date that is (x) with respect to employees listed on Section 8.14(c) of the Company Disclosure Letter, twenty-four (24) months after the Closing Date, or (y) for any other applicable employee, twelve (12) months after the Closing Date, directly or indirectly, solicit for employment or in any other capacity any employee of Buyer or Seller breaches any its Affiliates or the restrictive covenants set forth Companies in this Section 6.10the St. Louis MO-IL metropolitan statistical area; provided, then the non-breaching Party shall have the following rights however, that Sellers and remedies against the breaching Party, each of which shall be independent of the others and severally enforceable, and each of the following rights and remedies is in addition to, and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actions: their Affiliates may:
(i) the right and remedy advertise for employees in newspapers, trade publications, or other media, or engage recruiters to have the restrictive covenant conduct general employee search activities, in this Section 6.10 either case not targeted specifically enforced against at employees of Buyer or its Affiliates;
(ii) hire employees of Buyer or its Affiliates who apply for employment with Sellers or their Affiliates, as long as such breaching Party, including temporary restraining orders and injunctions employees were not solicited by any court of competent jurisdiction, it being agreed by the Parties that any breach Sellers or their Affiliates in violation of this Section 6.10 would cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching Party, and (ii) the right and remedy to collect from the breaching Party any such Losses incurred by the non-breaching Party as a result of enforcing this Section 6.10.8.14;
(fiii) Each Party agrees thatmake offers of employment to or employ or hire any employee of Buyer or its Affiliates if Buyer has notified Sellers or their Affiliates in writing that Buyer and its Affiliates do not intend to make an offer of employment to that employee, in the event a court of competent jurisdiction declares there or where such an offer has been a breach made and the employee has declined the offer, or where the employee’s employment has been terminated by Buyer or its Affiliates; or
(iv) solicit or hire any former employee of Buyer or its Affiliates who is not employed by Buyer or its Affiliates at the time of such Party solicitation or hiring of such employee and so long as Sellers and their Affiliates did not cause, induce or attempt to cause or induce such employee to no longer be employed by Buyer or its Affiliates in violation of this Section 6.10, the term of any such term or covenant so breached shall be automatically extended with respect to such Party for a period of time of the violation from the date on which such breach ceases8.14.
Appears in 2 contracts
Sources: Equity Interest Purchase Agreement (PNK Entertainment, Inc.), Equity Interest Purchase Agreement (Pinnacle Entertainment Inc.)
Non-Solicitation. (a) Seller shall not, whether directly or indirectly, during the period beginning Commencing on the Closing Effective Date and ending on continuing for a period of two (2) years after the second anniversary of the Closing Termination Date (such period, if the Company terminates your employment with or without Cause or you terminate your employment with or without Good Reason) or (ii) one (1) year after the Termination Date (if your employment terminates due to your Disability or the Term expires in accordance with this Agreement after the delivery of a Non-renewal Notice by either party) (“Restricted Period”), you will not, directly or indirectly, individually or as a part of or on behalf of any other person, company, employer or other entity:
(i) hire or attempt to solicit for hire (other than on behalf of the employment of, or hireCompany), any Initial Restricted Employee without person who is employed by the Company within six (6) months prior written consent of Buyer, provided, however, that Seller shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Initial Restricted Employees, but Seller shall be prohibited from hiring any Initial Restricted Employees who respond to such general solicitation advertisements not targeted action until at least six (6) months after the Initial Restricted Employeesperson’s employment with the Company ends (“Covered Employee”); or or
(ii) take solicit, encourage or attempt to persuade any action which is intended consultant, vendor, client or customer to induce any Initial Restricted Employee to leave his terminate or her employ adversely modify its existing relationship with the BusinessCompany, except during the Term where you are authorized to do so and have a reasonable good faith belief that such termination or modification is in the best interests of the Company.
(b) Seller shall not, whether directly or indirectly, during the Restricted Period solicit the employment of any Additional Restricted Employee without the prior written consent of Buyer; provided, however, that Seller shall not be in breach of its non-solicitation obligation under this Section 6.10(b) solely as a result of any general solicitation advertisements that are not targeted at any Additional Restricted Employees and Seller shall not be prohibited from hiring any Additional Restricted Employees who respond to such general solicitation advertisements not targeted at the Additional Restricted Employees.
(c) Except as provided in the Transition Services Agreement, Boeing Commercial Airplanes (“BCA”) shall not, and Buyer shall not on behalf of BCA, whether directly or indirectlyIf, during the Restricted Period, any Covered Employee accepts employment with any person, company, employer or other entity of which you are an officer, director, employee, partner, shareholder (iother than of less than 5% of the stock in a publicly traded company) solicit or joint venturer, it will be presumed that the employment of, Covered Employee was hired in violation of this provision (“Presumption”). This Presumption may be overcome by your showing by a preponderance of the evidence that you were not directly or hire, any Seller Engineering Employees without indirectly involved in soliciting or encouraging the prior written consent of Seller, provided, however, that Buyer shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Seller Engineering Employees, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisements; or (ii) take any action which is intended to induce any Seller Engineering Covered Employee to leave his or her employ employment with Sellerthe Company.
(dc) Except as provided in the Transition Services Agreement, BCA shall not, and Buyer shall not on behalf of BCA, whether directly You agree to notify any person or indirectly, entity to which you provide services during the Restricted PeriodPeriod of the terms of your obligations, solicit the employment of any New Seller Engineering Employees without the prior written consent of Seller; providedif any, however, that Buyer shall not be in breach of its non-solicitation obligation under this Section 6.10(d) solely as a result of any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering Employees.
(e) If Buyer or Seller breaches any the restrictive covenants set forth in this Section 6.10, then the non-breaching Party shall have the following rights and remedies against the breaching Party, each of which shall be independent of the others and severally enforceable, and each of the following rights and remedies is in addition to, and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actions: (i) the right and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders and injunctions by any court of competent jurisdiction, it being agreed by the Parties 10. The parties agree that any breach of this Section 6.10 would cause irreparable injury 10 will entitle the Company to the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching Party, and (ii) the right and remedy to collect from the breaching Party any such Losses incurred by the non-breaching Party as a result of injunction without bond enforcing this Section 6.10.
(f10 or for breaching Section 10(a) Each Party agrees that, in the event a court Company shall be entitled to liquidated damages equal to the amount of competent jurisdiction declares there has been a breach by such Party of this Section 6.10, the term annual total compensation of any person solicited or hired in breach of Section 10(a). The parties are agreeing to liquidated damages as an option to actual damages in recognition that the Company’s employees are among its most valuable assets, but it is often difficult to prove the actual damages resulting from such term or covenant so breached shall be automatically extended with respect to such Party for a period of time of the violation from the date on which such breach ceasesbreach.
Appears in 2 contracts
Sources: Employment Agreement (Allied Capital Corp), Employment Agreement (Allied Capital Corp)
Non-Solicitation. (a) Seller shall notThe Sellers’ Representative agrees that, whether directly or indirectly, during for the period beginning commencing on the Closing Date and ending expiring on the second third (3rd) anniversary thereof, neither it nor any other member of the Closing Date Sellers’ Group shall (such period, without the “Restricted Period”), consent of the Purchasers’ Representative) directly or indirectly (i) solicit the employment of, induce or hire, encourage any Initial Restricted Employee without the prior written consent of Buyer, provided, however, that Seller shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Initial Restricted Employees, but Seller shall be prohibited from hiring any Initial Restricted Employees who respond to such general solicitation advertisements not targeted at the Initial Restricted Employees; or (ii) take any action which is intended to induce any Initial Restricted Transferred Employee to leave his or her employ position of employment with the Business.
Purchasers’ Group or to accept any other position or employment, (bii) Seller shall notsolicit for employment or any similar arrangement any Transferred Employee, whether directly or indirectly, during the Restricted Period solicit the employment of (iii) hire or assist any Additional Restricted Employee without the prior written consent of Buyerother person in hiring any Transferred Employee; provided, however, that Seller this Section 5.20(a) (Non-Solicitation) shall not be in breach apply to Transferred Employees who have not been employed by any member of its non-solicitation obligation under the Purchasers’ Group at any time during the six (6) months prior to the applicable inducing, encouraging, soliciting or hiring and the provisions of this Section 6.10(b5.20(a) solely as (Non-Solicitation) shall not prohibit general solicitations for employment through advertisements not specifically directed at Transferred Employees.
(b) The Purchasers’ Representative agrees that, for the period commencing on the date hereof and expiring on the third (3rd) anniversary of the Closing Date, neither it nor any other member of the Purchasers’ Group shall (without the consent of the Sellers’ Representative) directly or indirectly (i) induce or encourage any BBVA Employee to leave his position of employment with the Sellers’ Group or to accept any other position or employment, (ii) solicit for employment or any similar arrangement any BBVA Employee, or (iii) hire or assist any other person in hiring any BBVA Employee; provided, however, that this Section 5.20(b) (Non-Solicitation) shall not apply to BBVA Employees who have not been employed by a result member of any general solicitation advertisements that are not targeted the Sellers’ Group at any Additional Restricted Employees time during the six (6) months prior to the applicable inducing, encouraging, soliciting or hiring and Seller the provisions of this Section 5.20(b) (Non-Solicitation) shall not be prohibited from hiring any Additional Restricted Employees who respond to such prohibit general solicitation solicitations for employment through advertisements not targeted specifically directed at the Additional Restricted BBVA Employees.
(c) Except as provided in the Transition Services Agreement, Boeing Commercial Airplanes (“BCA”) shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, (i) solicit the employment of, or hire, any Seller Engineering Employees without the prior written consent of Seller, provided, however, that Buyer shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Seller Engineering Employees, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisements; or (ii) take any action which is intended to induce any Seller Engineering Employee to leave his or her employ with Seller.
(d) Except as provided in the Transition Services Agreement, BCA shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, solicit the employment of any New Seller Engineering Employees without the prior written consent of Seller; provided, however, that Buyer shall not be in breach of its non-solicitation obligation under this Section 6.10(d) solely as a result of any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering Employees.
(e) If Buyer or Seller breaches any the restrictive covenants set forth in this Section 6.10, then the non-breaching Party shall have the following rights and remedies against the breaching Party, each of which shall be independent of the others and severally enforceable, and each of the following rights and remedies is in addition to, and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actions: (i) the right and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders and injunctions by any court of competent jurisdiction, it being agreed by the Parties that any breach For purposes of this Section 6.10 would cause irreparable injury to the non5.20 (Non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching Party, and (ii) the right and remedy to collect from the breaching Party any such Losses incurred by the non-breaching Party as a result of enforcing this Section 6.10.
(f) Each Party agrees that, in the event a court of competent jurisdiction declares there has been a breach by such Party of this Section 6.10, the term of any such term or covenant so breached shall be automatically extended with respect to such Party for a period of time of the violation from the date on which such breach ceases.Solicitation):
Appears in 2 contracts
Sources: Transaction Agreement (Metlife Inc), Transaction Agreement (Banco Bilbao Vizcaya Argentaria, S.A.)
Non-Solicitation. The Executive further agrees that the provisions of Section 3 of the Confidentiality Agreement relating to non-solicitation of employees shall apply for a period of thirty-six months following the Separation Date (athe “Confirmation Date”) Seller and shall notbe modified and expanded (i) to include the Executive’s agreement not to, whether directly or indirectly, induce, solicit, or attempt to persuade any individual who is, or at any time during the six month period beginning on the Closing Date and ending on the second anniversary of the Closing Separation Date was, employed at a Company hotel (any such periodindividual, the a “Restricted PeriodCompany Associate”), (i) solicit to accept employment with a company, organization or other association at which the employment ofExecutive is then employed, engaged or hire, any Initial Restricted Employee without the prior written consent of Buyer, provided, however, that Seller shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Initial Restricted Employees, but Seller shall be prohibited from hiring any Initial Restricted Employees who respond to such general solicitation advertisements not targeted at the Initial Restricted Employees; or (ii) take any action which is intended to induce any Initial Restricted Employee to leave his or her employ with the Business.
(b) Seller shall not, whether directly or indirectly, during the Restricted Period solicit the employment of any Additional Restricted Employee without the prior written consent of Buyer; provided, however, that Seller shall not be in breach of its non-solicitation obligation under this Section 6.10(b) solely as a result of any general solicitation advertisements that are not targeted at any Additional Restricted Employees and Seller shall not be prohibited from hiring any Additional Restricted Employees who respond to such general solicitation advertisements not targeted at the Additional Restricted Employees.
(c) Except as provided in the Transition Services Agreement, Boeing Commercial Airplanes (“BCA”) shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, (i) solicit the employment of, or hire, any Seller Engineering Employees without the prior written consent of Seller, provided, however, that Buyer shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Seller Engineering Employees, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisements; or (ii) take any action which is intended to induce any Seller Engineering Employee to leave his or her employ with Seller.
(d) Except as provided in the Transition Services Agreement, BCA shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, solicit the employment of any New Seller Engineering Employees without the prior written consent of Seller; provided, however, that Buyer shall not be in breach of its non-solicitation obligation under this Section 6.10(d) solely as a result of any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering Employees.
(e) If Buyer or Seller breaches any the restrictive covenants set forth in this Section 6.10, then the non-breaching Party shall have the following rights and remedies against the breaching Party, each of which shall be independent of the others and severally enforceable, and each of the following rights and remedies is in addition to, and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actions: (i) the right and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders and injunctions by any court of competent jurisdiction, it being agreed by the Parties that any breach of this Section 6.10 would cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching Partyassociated, and (ii) to require the right and remedy Executive to collect from give the breaching Party any such Losses incurred Company reasonable notice (which may be given to the General Counsel or CHRO of the Company by the non-breaching Party as a result of enforcing this Section 6.10.
(femail) Each Party agrees that, in the event the Executive becomes actually aware (without an inquiry obligation) that a court Company Associate who (x) is a hotel general manager, or (y) holds the title of competent jurisdiction declares there has been Vice President or above, accepts employment with a breach by such Party of this Section 6.10company, organization or other association at which the Executive is then employed, engaged or associated (as so modified, the term “Nonsolicitation Covenant”). Executive agrees to grant to the Company a first priority, perfected security interest in all of his right, title and interest in and to all cash proceeds payable or shares of Class A Common Stock of the Company delivered upon exercise, settlement or vesting of the SARs, RSUs, or RSs (less any shares withheld for taxes), but solely applicable with regard to the SARs, RSUs, or RSs which are unvested as of the Separation Date, and all proceeds received thereon (less applicable taxes), as collateral security for the performance of his obligations under the Nonsolicitation Covenant pursuant to a security agreement (or similar agreement) and related documents, including, without limitation an escrow agreement if required by the Company, to be executed and delivered by the Executive on or before June 13, 2014; provided that (A) the Executive shall retain the right to direct the disposition of such term or covenant so breached SARs, RSUs and RSs and the investment of cash proceeds thereon while the security arrangements are in effect, and (B) that any SARs, RSUs, RSs, cash settlement amounts and shares of Class A Common Stock of the Company and any proceeds thereon subject to the security arrangements shall be automatically extended with respect released to such Party for a period of time of the violation from Executive on the date on which such breach ceasesConfirmation Date if the Executive has fulfilled his obligations under the Nonsolicitation Covenant.
Appears in 2 contracts
Sources: Transition Agreement, Transition Agreement (Hyatt Hotels Corp)
Non-Solicitation. (a) Seller shall not, whether directly or indirectly, during the For a period beginning commencing on the Closing Date date of this Agreement and ending on the second anniversary of the Closing Date (such period, the “Restricted Nonsolicitation Period”), neither Buyers nor the Company shall, directly or indirectly, for itself or on behalf of or in conjunction with any other person (iother than as a holder of not more than one percent (1%) solicit of the employment ofoutstanding stock of a corporation), nor shall it permit any of its subsidiaries, directors, officers, employees, agents, advisors or representatives to, directly or indirectly, call upon any person who is, at the time the person is called upon, an employee of Parent, for the purpose or with the intent of soliciting such employee away from or out of the employ of Parent, or hire, employ or offer employment to any Initial Restricted Employee without the prior written consent person who was or is employed by Parent unless such person shall have ceased to be employed by Parent for a period of Buyer, at least six months; provided, howeverthat, at the request of any Buyer or any Affiliate thereof, Parent may, in its sole discretion, determine to waive this provision with respect to one or more such employees of Parent, such waiver to be evidenced in a writing delivered by Parent to such Buyer; provided, further, that Seller shall not be notwithstanding anything to the contrary in breach this Agreement, for a period of six (6) months after the Closing the Company may solicit up to an aggregate of ten (10) employees of Parent (excluding employees of Parent employed by Force or any of its nonsubsidiaries) for purposes of post-solicitation obligation set forth Closing employment with the Company and; provided, further, that in the foregoing clause (i) solely as a result of event Buyers or the Company hire any general solicitation advertisements that are not targeted such employee at any Initial Restricted Employeestime during the Continuation Period, but Seller such employee shall be prohibited from hiring any Initial Restricted Employees who respond deemed to such general solicitation advertisements not targeted at be a “Transferred Employee” for all purposes hereunder as of the Initial Restricted Employees; or (ii) take any action which is intended to induce any Initial Restricted Employee to leave his or her employ with the Businessrespective date of hire.
(b) Seller During the Nonsolicitation Period, Parent shall not, whether directly or indirectly, during for itself or on behalf of or in conjunction with any other person (other than as a holder of not more than one percent (1%) of the Restricted Period solicit outstanding stock of a corporation), nor shall it permit any of its subsidiaries, directors, officers, employees, agents, advisors or representatives to, directly or indirectly, call upon any person who is, at the time the person is called upon, an employee of the Company, for the purpose or with the intent of soliciting such employee away from or out of the employ of the Company, or employ or offer employment to any person who was or is employed by the Company unless such person shall have ceased to be employed by the Company, as applicable, for a period of any Additional Restricted Employee without the prior written consent of Buyerat least six (6) months; provided, howeverthat, that Seller shall not be in breach of its non-solicitation obligation under this Section 6.10(b) solely as a result of any general solicitation advertisements that are not targeted at any Additional Restricted Employees and Seller shall not be prohibited from hiring any Additional Restricted Employees who respond to such general solicitation advertisements not targeted at the Additional Restricted Employeesrequest of Parent, any Buyer may, in its sole discretion, determine to waive this provision with respect to one or more such employees of the Company, such waiver to be evidenced in a writing delivered by such Buyer to Parent.
(c) Except as provided in the Transition Services Agreement, Boeing Commercial Airplanes The foregoing Sections 5.11(a) and (“BCA”b) shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, (i) solicit the employment of, or hire, any Seller Engineering Employees without the prior written consent of Seller, provided, however, that Buyer shall not be deemed to prohibit any person from engaging in breach general media advertising or solicitation that may be targeted to a particular geographic or technical area but that is not targeted towards employees of its non-solicitation obligation set forth Parent (in the foregoing clause case of Section 5.11(a)) or the Company (i) solely as a result in the case of any general solicitation advertisements that are not targeted at any Seller Engineering Employees, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisements; or (ii) take any action which is intended to induce any Seller Engineering Employee to leave his or her employ with SellerSection 5.11(b)).
(d) Except as provided in the Transition Services Agreement, BCA shall not, and Buyer shall not on behalf For purposes of BCA, whether directly or indirectly, during the Restricted Period, solicit the employment of any New Seller Engineering Employees without the prior written consent of Seller; provided, however, that Buyer shall not be in breach of its non-solicitation obligation under this Section 6.10(d5.11, references to “Parent” shall mean Parent, together with its Affiliates (excluding the Company Entities and Parent Brazil with respect to the Brazilian Operations) solely as a result of any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer references to the Company shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering Employees.
(e) If Buyer or Seller breaches any the restrictive covenants set forth in this Section 6.10, then the non-breaching Party shall have the following rights and remedies against the breaching Party, each of which shall be independent of the others and severally enforceable, and mean each of the following rights and remedies is in addition toCompany Entities, and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actions: (i) the right and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders and injunctions by any court of competent jurisdiction, it being agreed by the Parties that any breach of this Section 6.10 would cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching Party, and (ii) the right and remedy to collect from the breaching Party any such Losses incurred by the non-breaching Party as a result of enforcing this Section 6.10.
(f) Each Party agrees that, in the event a court of competent jurisdiction declares there has been a breach by such Party of this Section 6.10, the term of any such term or covenant so breached shall be automatically extended Parent Brazil with respect to such Party for a period the Brazilian Operations and Brazil NewCo, as of time of and after the violation from the date on which such breach ceasesBRT Date.
Appears in 2 contracts
Sources: Transaction Agreement (SMART Modular Technologies (WWH), Inc.), Transaction Agreement (Smart Modular Technologies Inc)
Non-Solicitation. (a) Parent and each Seller agrees that from and after the date of this Agreement until eighteen (18) months after the Closing Date (the “Non-Solicitation Period”), it shall not, whether and it shall cause its Subsidiaries not to, directly or indirectly, during request or induce any person who is either at any time from the period beginning on date of this Agreement to the Closing Date and ending on employed primarily in connection with the second anniversary of the Closing Date (such period, the “Restricted Period”), (i) solicit the employment of, Business or hire, is employed by Purchaser or any Initial Restricted Employee without the prior written consent of Buyer, provided, however, that Seller shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Initial Restricted Employees, but Seller shall be prohibited from hiring any Initial Restricted Employees who respond Subsidiaries to such general solicitation advertisements not targeted at the Initial Restricted Employees; or (ii) take any action which is intended to induce any Initial Restricted Employee to leave terminate his or her employ employment with the Business.
, Purchaser or any of its Subsidiaries (b) Seller shall notincluding, whether directly after the Closing, the Purchased Companies), or indirectly, hire during the Restricted Non-Solicitation Period solicit the employment of any Additional Restricted Employee without the prior written consent of Buyersuch employee; provided, however, that Seller the foregoing shall not be in breach apply (i) to solicitations made by job opportunity advertisements and headhunter searches directed to the general public rather than targeting any employees of Purchaser or any of its non-Subsidiaries and, with respect to all employees other than senior management of the Business as conducted by Purchaser and its Subsidiaries, the hiring of such employees or (ii) with respect to any employee who has been terminated by such other party prior to (or has voluntarily left his or her employment more than six months prior to) such solicitation obligation under this Section 6.10(b) solely as a result of any general solicitation advertisements that are not targeted at any Additional Restricted Employees and Seller shall not be prohibited from hiring any Additional Restricted Employees who respond to such general solicitation advertisements not targeted at the Additional Restricted Employeesor hiring.
(cb) Except as provided in Purchaser agrees that during the Transition Services AgreementNon-Solicitation Period, Boeing Commercial Airplanes (“BCA”) it shall not, and Buyer it shall cause its Subsidiaries not on behalf of BCAto, whether directly or indirectly, during request or induce any person who is at any time from the Restricted Period, (i) solicit date of this Agreement to the employment of, or hire, any Seller Engineering Employees without the prior written consent of Seller, provided, however, that Buyer shall not be in breach of its non-solicitation obligation set forth Closing Date employed in the foregoing clause Excluded Businesses (iother than with respect to the employees being transferred with the Business pursuant to the terms of this Agreement) solely as a result of any general solicitation advertisements that are not targeted at any Seller Engineering Employees, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisements; or (ii) take any action which is intended to induce any Seller Engineering Employee to leave terminate his or her employ employment with Seller.
(d) Except as provided in the Transition Services AgreementExcluded Businesses, BCA shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, hire during the Restricted Period, solicit the employment of Non-Solicitation Period any New Seller Engineering Employees without the prior written consent of Sellersuch employee; provided, however, that Buyer the foregoing shall not be in breach of its non-solicitation obligation under this Section 6.10(d) solely as a result of any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering Employees.
(e) If Buyer or Seller breaches any the restrictive covenants set forth in this Section 6.10, then the non-breaching Party shall have the following rights and remedies against the breaching Party, each of which shall be independent of the others and severally enforceable, and each of the following rights and remedies is in addition to, and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actions: apply (i) the right to solicitations made by job opportunity advertisements and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders and injunctions by any court of competent jurisdiction, it being agreed by the Parties that any breach of this Section 6.10 would cause irreparable injury headhunter searches directed to the non-breaching Party and that money damages would not provide an adequate remedy general public rather than targeting any employees of Parent, Sellers or any of their respective Subsidiaries and, with respect to all employees other than senior management of the non-breaching PartyExcluded Businesses, and the hiring of such employees or (ii) the right and remedy to collect from the breaching Party any such Losses incurred by the non-breaching Party as a result of enforcing this Section 6.10.
(f) Each Party agrees that, in the event a court of competent jurisdiction declares there has been a breach by such Party of this Section 6.10, the term of any such term or covenant so breached shall be automatically extended with respect to any employee who has been terminated by such Party for a period of time of the violation from the date on which other party prior to (or has voluntarily left his or her employment more than six months prior to) such breach ceasessolicitation or hiring.
Appears in 2 contracts
Sources: Purchase Agreement (Tyco International LTD /Ber/), Purchase Agreement (Aecom Technology Corp)
Non-Solicitation. (a) For a period of one year following the Closing Date, Seller shall not, whether and shall cause its Subsidiaries not to, directly or indirectly, during solicit for employment any Transferred Employee, unless such person ceased to be an employee of Purchaser or its Subsidiaries prior to such action by Seller or its Subsidiaries, or, in the period beginning on case of such person’s voluntary termination of employment with Purchaser or its Subsidiaries, at least six months prior to such action by Seller or its Subsidiaries; provided that the Closing Date and ending on the second anniversary of the Closing Date (such period, the “Restricted Period”), (i) solicit the employment of, foregoing provision will not prevent Seller or hire, any Initial Restricted Employee without the prior written consent of Buyer, provided, however, that Seller shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result Subsidiaries from employing any such person who contacts Seller or any of any general solicitation advertisements that are not targeted at any Initial Restricted Employees, but Seller shall be prohibited from hiring any Initial Restricted Employees who respond to such general solicitation advertisements not targeted at the Initial Restricted Employees; or (ii) take any action which is intended to induce any Initial Restricted Employee to leave its Subsidiaries on his or her employ with own initiative without any direct or indirect solicitation by, or encouragement from, Seller or any of its Subsidiaries; provided further that the Businesspublication of advertisements in newspapers and/or electronic media of general circulation (including advertisements posted on the Internet) will not be deemed a violation of this Section 5.16(a).
(b) Seller For a period of one year following the Closing Date, Purchaser shall not, whether and shall cause its Subsidiaries not to, directly or indirectly, during the Restricted Period solicit the for employment any employee of Seller or any Additional Restricted Employee without the prior written consent of Buyer; provided, however, that Seller shall not be in breach of its non-solicitation obligation under this Section 6.10(b) solely as a result Subsidiaries, unless such person ceased to be an employee of any general solicitation advertisements that are not targeted at any Additional Restricted Employees and Seller shall not be prohibited from hiring any Additional Restricted Employees who respond or its Subsidiaries prior to such general solicitation advertisements not targeted at the Additional Restricted Employees.
(c) Except as provided action by Purchaser or its Subsidiaries, or, in the Transition Services Agreementcase of such person’s voluntary termination of employment with Seller or its Subsidiaries, Boeing Commercial Airplanes (“BCA”) shall not, and Buyer shall at least six months prior to such action by Purchaser or its Subsidiaries; provided that the foregoing provision will not on behalf of BCA, whether directly prevent Purchaser or indirectly, during the Restricted Period, (i) solicit the employment of, or hire, any Seller Engineering Employees without the prior written consent of Seller, provided, however, that Buyer shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result Subsidiaries from employing any such person who contacts Purchaser or any of any general solicitation advertisements that are not targeted at any Seller Engineering Employees, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisements; or (ii) take any action which is intended to induce any Seller Engineering Employee to leave its Subsidiaries on his or her employ with Seller.
own initiative without any direct or indirect solicitation by, or encouragement from, Purchaser or any of its Subsidiaries; provided further that the publication of advertisements in newspapers and/or electronic media of general circulation (dincluding advertisements posted on the Internet) Except as provided in the Transition Services Agreement, BCA shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, solicit the employment of any New Seller Engineering Employees without the prior written consent of Seller; provided, however, that Buyer shall will not be in breach of its non-solicitation obligation under this Section 6.10(d) solely as deemed a result of any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering Employees.
(e) If Buyer or Seller breaches any the restrictive covenants set forth in this Section 6.10, then the non-breaching Party shall have the following rights and remedies against the breaching Party, each of which shall be independent of the others and severally enforceable, and each of the following rights and remedies is in addition to, and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actions: (i) the right and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders and injunctions by any court of competent jurisdiction, it being agreed by the Parties that any breach violation of this Section 6.10 would cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching Party, and (ii) the right and remedy to collect from the breaching Party any such Losses incurred by the non-breaching Party as a result of enforcing this Section 6.105.16(b).
(f) Each Party agrees that, in the event a court of competent jurisdiction declares there has been a breach by such Party of this Section 6.10, the term of any such term or covenant so breached shall be automatically extended with respect to such Party for a period of time of the violation from the date on which such breach ceases.
Appears in 2 contracts
Sources: Acquisition Agreement (Symantec Corp), Acquisition Agreement (Verisign Inc/Ca)
Non-Solicitation. During the period of your employment with the Company or any of its affiliates, and for a period of months after the cessation of your employment for any reason, whether with or without Cause, you will not, directly or indirectly , on your own behalf or on behalf of any other person, and whether through your own efforts or through the efforts or employing the assistance of any other person (including without limitation any consultant or any person employed by or associated with any person with whom you become employed or associated):
a) Seller shall not, whether directly call on or indirectly, during the period beginning on the Closing Date and ending on the second anniversary solicit in any manner any customer of the Closing Date (Company or any of its affiliates for the purpose of doing business of the type done by the Company or any of its affiliates with such periodcustomer. For purposes of this Agreement, the “Restricted Period”)customer” means any individual, firm, partnership, corporation, or other entity or person (i) solicit currently doing business or who has done business with the employment of, Company or hire, any Initial Restricted Employee without the prior written consent of Buyer, provided, however, that Seller shall not be in breach of its non-solicitation obligation set forth affiliates in the foregoing clause (i) solely as a result 12 months prior to the cessation of any general solicitation advertisements that are not targeted at any Initial Restricted Employeesyour employment, but Seller shall be prohibited from hiring any Initial Restricted Employees who respond to such general solicitation advertisements not targeted at the Initial Restricted Employees; or (ii) take any action which prospective customer that you know to be a prospective customer of the Company or any of its affiliates and with whom the Company or any of its affiliates is intended in discussion with and reasonably expects to do business; or
b) Solicit or otherwise induce any Initial Restricted Employee employee of the Company or any of its affiliates to leave his the employ of the Company or her employ with the Business.
(b) Seller shall not, whether directly or indirectly, during the Restricted Period solicit the employment of any Additional Restricted Employee without the prior written consent of Buyer; provided, however, that Seller shall not be in breach of its affiliates. To the extent the terms of this Section 18 are less restrictive (from your perspective) than comparable non-solicitation obligation under restrictions agreed to by you pursuant to any Option agreement or Restricted Stock agreement dated prior to the date hereof (collectively, the “Prior Agreements”), the terms of this Section 6.10(b) solely as a result of any general solicitation advertisements that are not targeted at any Additional Restricted Employees 18 shall supersede and Seller shall not be prohibited from hiring any Additional Restricted Employees who respond to such general solicitation advertisements not targeted at replace the Additional Restricted Employees.
(c) Except as provided in the Transition Services Agreement, Boeing Commercial Airplanes (“BCA”) shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, (i) solicit the employment of, or hire, any Seller Engineering Employees without the prior written consent of Seller, provided, however, that Buyer shall not be in breach of its comparable non-solicitation obligation set forth provisions in each such Prior Agreement. By accepting and agreeing to the foregoing clause (i) solely as a result terms of any general solicitation advertisements that are not targeted at any Seller Engineering Employees, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisements; or (ii) take any action which is intended to induce any Seller Engineering Employee to leave his or her employ with Seller.
(d) Except as provided in the Transition Services this Agreement, BCA shall not, and Buyer shall not on behalf you acknowledge that your receipt of BCA, whether directly or indirectly, during the Restricted Period, solicit grant of the employment of any New Seller Engineering Employees without Award evidenced by this Agreement represents adequate consideration for the prior written consent of Seller; provided, however, that Buyer shall not be in breach of its non-solicitation obligation under this Section 6.10(d) solely as a result of any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering Employees.
(e) If Buyer or Seller breaches any the restrictive covenants undertaking set forth in this Section 6.10, then the non-breaching Party shall have the following rights and remedies against the breaching Party, each of which shall be independent of the others and severally enforceable, and each of the following rights and remedies is in addition to, and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actions: (i) the right and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders and injunctions by any court of competent jurisdiction, it being agreed by the Parties that any breach of this Section 6.10 would cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching Party, and (ii) the right and remedy to collect from the breaching Party any such Losses incurred by the non-breaching Party as a result of enforcing this Section 6.1018.
(f) Each Party agrees that, in the event a court of competent jurisdiction declares there has been a breach by such Party of this Section 6.10, the term of any such term or covenant so breached shall be automatically extended with respect to such Party for a period of time of the violation from the date on which such breach ceases.
Appears in 2 contracts
Sources: Restricted Stock Agreement (People's United Financial, Inc.), Restricted Stock Agreement (People's United Financial, Inc.)
Non-Solicitation. For a period of ten (a10) Seller years from the Effective Date, neither Party nor its affiliates or subsidiaries shall not, whether directly or indirectlyindirectly solicit, during the period beginning on the Closing Date and ending on the second anniversary recruit or hire (either as an employee or as a contractor), or attempt to solicit, recruit or hire (either as an employee or as a contractor) any of the Closing Date other Party’s employees or any other individuals who were individually contracted-for, or any person who was employed or engaged as an employee or such an individual who was individually contracted-for by the other Party at any time within the preceding one year period (such period, the persons being hereinafter referred to as an “Restricted PeriodAgent”), (i) solicit the employment of, or hire, any Initial Restricted Employee without the prior written consent of Buyer, provided, however, that Seller shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Initial Restricted Employees, but Seller shall be prohibited from hiring any Initial Restricted Employees who respond to such general solicitation advertisements not targeted at the Initial Restricted Employees; or (ii) take any action which is intended to induce any Initial Restricted Employee to leave his or her employ with the Business.
(b) Seller shall not, whether directly or indirectly, during the Restricted Period solicit the employment of any Additional Restricted Employee without the prior written consent of Buyer; provided, however, that Seller this shall not be in breach of its non-solicitation obligation under this Section 6.10(b) solely as prohibit a result of any general solicitation Party from advertising for open positions provided that such advertisements that are not targeted at any Additional Restricted Employees and Seller shall not be prohibited from hiring any Additional Restricted Employees who respond to such general solicitation advertisements not targeted solely at the Additional Restricted Employees.
Agents of the other Party. Further, for a period of ten (c10) Except as provided in years after the Transition Services AgreementEffective Date, Boeing Commercial Airplanes (“BCA”) neither Party nor its affiliates or subsidiaries shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during for its own benefit or for the Restricted Periodbenefit of a third party, (i) solicit the employment of, induce or hire, any Seller Engineering Employees without the prior written consent of Seller, provided, however, that Buyer shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Seller Engineering Employees, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisements; or (ii) take any action which is intended attempt to induce any Seller Engineering Employee Agent of the other Party to leave his such Agent’s position with the other Party, or her employ in any other way attempt to interfere with Seller.
(d) Except as provided in the Transition Services Agreementemployment, BCA shall notconsulting or business relationship between the other Party and any Agent of such other Party. In addition, Licensor represents, warrants, and Buyer covenants that if Licensor shall not on behalf license, sublicense, sell or otherwise transfer the LMT Technology to any third party after the Effective Date of BCAthis Agreement (each such third party, whether a “LMT Licensee”), Licensor shall include, as a condition to any such license, sublicense, sale or transfer, a covenant that for a period of ten (10) years after the Effective Date, neither the LMT Licensee nor its affiliates or subsidiaries shall directly or indirectlyindirectly solicit, during the Restricted Periodrecruit or hire (either as an employee or as a contractor), solicit the employment or attempt to solicit, recruit or hire (either as an employee or as a contractor) any of any New Seller Engineering Employees without the prior written consent of SellerLicensee’s Agents; provided, however, that Buyer this shall not be in breach of its non-solicitation obligation under this Section 6.10(d) solely as a result of any general solicitation prohibit the LMT Licensee from advertising for open positions provided that such advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted solely at the New Seller Engineering Employees.
(e) If Buyer Agents of Licensee. Each such agreement with an LMT Licensee shall further provide that so long as such license, sublicense, sale or Seller breaches transfer remains in effect, neither the LMT Licensee nor its affiliates or subsidiaries shall directly or indirectly, for its own benefit or for the benefit of a third party, induce or attempt to induce any Agent of Licensee to leave such Agent’s position with Licensee, or in any other way attempt to interfere with the restrictive covenants set forth in this Section 6.10employment, then consulting or business relationship between Licensee and any Agent of Licensee. Licensor shall cause Licensee to be named a third party beneficiary of such provisions under each such agreement with an LMT Licensee, with the non-breaching Party shall have the following rights and remedies explicit right for Licensee to enforce such restrictions directly against the breaching Party, each of which shall be independent of the others and severally enforceable, and each of the following rights and remedies is in addition to, and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actions: (i) the right and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders and injunctions by any court of competent jurisdiction, it being agreed by the Parties that any breach of this Section 6.10 would cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching Party, and (ii) the right and remedy to collect from the breaching Party any such Losses incurred by the non-breaching Party as a result of enforcing this Section 6.10LMT Licensee.
(f) Each Party agrees that, in the event a court of competent jurisdiction declares there has been a breach by such Party of this Section 6.10, the term of any such term or covenant so breached shall be automatically extended with respect to such Party for a period of time of the violation from the date on which such breach ceases.
Appears in 2 contracts
Sources: VPC Sublicense Agreement, VPC Sublicense Agreement (Liquidmetal Technologies Inc)
Non-Solicitation. (a) Seller shall notTo preserve the value and goodwill of the business of the Company being transferred to Parent as part of the Merger, whether directly or indirectly, Stockholder further agrees that during the period beginning commencing on the Closing Date and ending on the second 36-month anniversary of the Closing Date or the termination of Stockholder’s employment with Parent or Merger Sub Two or any subsidiary thereof, whichever occurs later (such periodor, in the event any reviewing court finds thirty-six (36) months to be overbroad and unenforceable, ending on the 24-month anniversary of the Closing Date or the termination of Stockholder’s employment with Parent or Merger Sub Two or any subsidiary thereof, whichever occurs later) (or, in the event any reviewing court finds twenty-four (24) months to be overbroad and unenforceable, ending on the 12-month anniversary of the Closing Date or the termination of Stockholder’s employment with Parent or Merger Sub Two or any subsidiary thereof, whichever occurs later) (the “Restricted Non-Solicitation Period”), (i) solicit the employment ofStockholder shall not, or hire, any Initial Restricted Employee without the prior written consent of BuyerParent, providedsolicit, howeverencourage, or take any other action, directly or indirectly, that Seller shall not be in breach is intended to induce or encourage, or has the effect of its non-solicitation obligation set forth in the foregoing clause inducing or encouraging, any employee of Merger Sub Two or Parent, or any subsidiary of Merger Sub Two or Parent, to (i) solely as a result leave his or her employment with Merger Sub Two or Parent, or any subsidiary of Merger Sub Two or Parent, or any general solicitation advertisements that are not targeted at any Initial Restricted Employees, but Seller shall be prohibited from hiring any Initial Restricted Employees who respond to such general solicitation advertisements not targeted at the Initial Restricted Employees; of their respective successors or assigns or (ii) take engage in any action activity in which is intended Stockholder would, under the provisions of Section 2 hereof, be prohibited from engaging. Notwithstanding the foregoing, for purposes of this Agreement, the placement of general advertisements that may be targeted to induce a particular geographic or technical area but that are not specifically targeted toward employees of Merger Sub Two or Parent or any Initial Restricted Employee to leave his subsidiary of Merger Sub Two or her employ with the Business.
(b) Seller shall notParent or their respective successors or assigns, whether directly or indirectly, during the Restricted Period solicit the employment of any Additional Restricted Employee without the prior written consent of Buyer; provided, however, that Seller shall not be in breach of its non-solicitation obligation under this Section 6.10(b) solely as deemed to be a result of any general solicitation advertisements that are not targeted at any Additional Restricted Employees and Seller shall not be prohibited from hiring any Additional Restricted Employees who respond to such general solicitation advertisements not targeted at the Additional Restricted Employees.
(c) Except as provided in the Transition Services Agreement, Boeing Commercial Airplanes (“BCA”) shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, (i) solicit the employment of, or hire, any Seller Engineering Employees without the prior written consent of Seller, provided, however, that Buyer shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Seller Engineering Employees, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisements; or (ii) take any action which is intended to induce any Seller Engineering Employee to leave his or her employ with Seller.
(d) Except as provided in the Transition Services Agreement, BCA shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, solicit the employment of any New Seller Engineering Employees without the prior written consent of Seller; provided, however, that Buyer shall not be in breach of its non-solicitation obligation under this Section 6.10(d) solely as a result of any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering Employees.
(e) If Buyer or Seller breaches any the restrictive covenants set forth in this Section 6.10, then the non-breaching Party shall have the following rights and remedies against the breaching Party, each of which shall be independent of the others and severally enforceable, and each of the following rights and remedies is in addition to, and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actions: (i) the right and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders and injunctions by any court of competent jurisdiction, it being agreed by the Parties that any breach of this Section 6.10 would cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching Party, and (ii) the right and remedy to collect from the breaching Party any such Losses incurred by the non-breaching Party as a result of enforcing this Section 6.103.
(f) Each Party agrees that, in the event a court of competent jurisdiction declares there has been a breach by such Party of this Section 6.10, the term of any such term or covenant so breached shall be automatically extended with respect to such Party for a period of time of the violation from the date on which such breach ceases.
Appears in 2 contracts
Sources: Non Competition Agreement, Non Competition Agreement (Limelight Networks, Inc.)
Non-Solicitation. (a) Seller From the Spin-Off Date until the date that is three (3) years after the Spin-Off Date, SpinCo shall not, whether directly or indirectlyand shall cause each of its Affiliates and its and their Representatives (to the extent acting on their behalf) not to, during the period beginning on the Closing Date and ending on the second anniversary of the Closing Date (such period, the “Restricted Period”), (i) solicit the employment of, or hire, any Initial Restricted Employee without the prior written consent of BuyerCogint, directly or indirectly, (i) solicit for employment (or service) or employ (or engage) any current officer or non-administrative employee of the Cogint Group (the “Cogint Group Employees”) or (ii) knowingly induce or encourage any Cogint Group Employee to no longer be employed by or provide services to the Cogint Group; provided, however, that Seller nothing in this Section 6.11(a) shall not be in breach prohibit SpinCo or any of its non-solicitation obligation set forth Affiliates or Representatives from (A) engaging in general solicitations to the foregoing clause (i) solely as a result of any public or general solicitation advertisements that are advertising, including in periodicals, newspapers, trade publications and the Internet, not targeted at any Initial Restricted Employees, but Seller shall be prohibited from hiring any Initial Restricted Employees who respond to such general solicitation advertisements not directly targeted at the Initial Restricted Cogint Group Employees; , (B) soliciting or employing any person who has been terminated by a Cogint Entity, (iiC) take employing or otherwise working with any action which is intended to induce Cogint Group Employee who initiates employment discussions with SpinCo or any Initial Restricted Employee to leave of its Affiliates solely on his or her employ own initiative without any direct or indirect solicitation by or encouragement from SpinCo or any of its Affiliates, or (D) soliciting or employing any person who has resigned from employment with the Businessa Cogint Entity at least six (6) months prior to such solicitation or employment.
(b) Seller From the Spin-Off Date until the date that is three (3) years after the Spin-Off Date, Cogint shall not, whether directly or indirectlyand shall cause each of its Affiliates and its and their Representatives (to the extent acting on their behalf) not to, during the Restricted Period solicit the employment of any Additional Restricted Employee without the prior written consent of BuyerSpinCo, directly or indirectly, (i) solicit for employment (or service) or employ (or engage) any current officer or non-administrative employee of the SpinCo Group (the “SpinCo Group Employees”) or (ii) knowingly induce or encourage any SpinCo Group Employee to no longer be employed by or provide services to the SpinCo Group; provided, however, that Seller nothing in this Section 6.11(b) shall not be in breach prohibit Cogint or any of its non-solicitation obligation under this Section 6.10(bAffiliates or Representatives from (A) solely as a result of any engaging in general solicitation advertisements that are solicitations to the public or general advertising, including in periodicals, newspapers, trade publications and the Internet, not directly targeted at SpinCo Group Employees, (B) soliciting or employing any Additional Restricted Employees and Seller shall not be prohibited person who has been terminated by a SpinCo Entity, (C) employing or otherwise working with any SpinCo Group Employee who initiates employment discussions with Cogint or any of its Affiliates solely on his or her own initiative without any direct or indirect solicitation by or encouragement from hiring Cogint or any Additional Restricted Employees of its Affiliates, or (D) soliciting or employing any person who respond has resigned from employment with a SpinCo Entity at least six (6) months prior to such general solicitation advertisements not targeted at the Additional Restricted Employeesor employment.
(c) Except as provided in Cogint and SpinCo acknowledge that the Transition Services Agreement, Boeing Commercial Airplanes (“BCA”) shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, (i) solicit the employment of, or hire, any Seller Engineering Employees without the prior written consent of Seller, provided, however, that Buyer shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Seller Engineering Employees, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisements; or (ii) take any action which is intended to induce any Seller Engineering Employee to leave his or her employ with Seller.
(d) Except as provided in the Transition Services Agreement, BCA shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, solicit the employment of any New Seller Engineering Employees without the prior written consent of Seller; provided, however, that Buyer shall not be in breach of its non-solicitation obligation under this Section 6.10(d) solely as a result of any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering Employees.
(e) If Buyer or Seller breaches any the restrictive covenants set forth in this Section 6.10, then 6.11 are reasonable in order to protect the non-breaching Party shall have the following rights and remedies against the breaching Party, each of which shall be independent value of the others Restricted Business, its goodwill and severally enforceable, the Cogint Group and each in light of the following rights activities and remedies nature of the Restricted Business and the businesses of the parties hereto and their respective Affiliates and the current plans of the Restricted Business and the businesses of the parties hereto and their respective Affiliates. It is in addition to, and not in lieu of, the intention of the parties that if any other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actions: (i) the right and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders and injunctions by any court of competent jurisdiction, it being agreed by the Parties that any breach of this Section 6.10 would cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching Party, and (ii) the right and remedy to collect from the breaching Party any such Losses incurred by the non-breaching Party as a result of enforcing this Section 6.10.
(f) Each Party agrees that, in the event a court of competent jurisdiction declares there has been a breach by such Party of this Section 6.10, the term of any such term restriction or covenant so breached shall be automatically extended with respect to such Party for a period of time of the violation from the date on which such breach ceases.contained in this
Appears in 2 contracts
Sources: Separation and Distribution Agreement (Cogint, Inc.), Separation and Distribution Agreement (Red Violet, Inc.)
Non-Solicitation. (a) Seller From the Distribution Date until the date that is two (2) years after the Distribution Date, New BBX Capital shall not, whether directly or indirectlyand shall cause each of its Affiliates and its and their Representatives (to the extent acting on their behalf) not to, during the period beginning on the Closing Date and ending on the second anniversary of the Closing Date (such period, the “Restricted Period”), (i) solicit the employment of, or hire, any Initial Restricted Employee without the prior written consent of BuyerParent, directly or indirectly, (i) solicit for employment or service, or employ or engage (or refer to another Person for the purpose of such Person soliciting for employment or service, or employing or engaging) any then-current employee of the Parent Group (the “Parent Group Employees”) or (ii) knowingly induce or encourage any Parent Group Employee to no longer be employed by or provide services to the Parent Group; provided, however, that Seller nothing in this Section 6.11(a) shall not be in breach prohibit New BBX Capital or any of its non-solicitation obligation set forth Affiliates or Representatives from (A) engaging in general solicitations to the foregoing clause (i) solely as a result of any public or general solicitation advertisements that are advertising, including in periodicals, newspapers, trade publications and the Internet, not targeted at any Initial Restricted Employees, but Seller shall be prohibited from hiring any Initial Restricted Employees who respond to such general solicitation advertisements not directly targeted at the Initial Restricted Parent Group Employees; , (B) soliciting or employing any person who has been terminated by a Parent Entity, (iiC) take employing or otherwise working with any action which is intended to induce Parent Group Employee who initiates employment discussions with New BBX Capital or any Initial Restricted Employee to leave of its Affiliates solely on his or her employ own initiative without any direct or indirect solicitation by or encouragement from New BBX Capital or any of its Affiliates, or (D) soliciting or employing any person who has resigned from employment with the Businessa Parent Entity at least six (6) months prior to such solicitation or employment.
(b) Seller From the Distribution Date until the date that is two (2) years after the Distribution Date, Parent shall not, whether directly or indirectlyand shall cause each of its Affiliates and its and their Representatives (to the extent acting on their behalf) not to, during the Restricted Period solicit the employment of any Additional Restricted Employee without the prior written consent of BuyerNew BBX Capital, directly or indirectly, (i) solicit for employment or service, or employ or engage (or refer to another Person for the purpose of such Person soliciting for employment or service, or employing or engaging) any then-current employee of the New BBX Capital Group (the “New BBX Capital Group Employees”) or (ii) knowingly induce or encourage any New BBX Capital Group Employee to no longer be employed by or provide services to the New BBX Capital Group; provided, however, that Seller nothing in this Section 6.11(b) shall not be in breach prohibit Parent or any of its non-solicitation obligation under this Section 6.10(bAffiliates or Representatives from (A) solely as a result of any engaging in general solicitation advertisements that are solicitations to the public or general advertising, including in periodicals, newspapers, trade publications and the Internet, not directly targeted at New BBX Capital Group Employees, (B) soliciting or employing any Additional Restricted Employees and Seller shall not be prohibited person who has been terminated by a New BBX Capital Entity, (C) employing or otherwise working with any New BBX Capital Group Employee who initiates employment discussions with Parent or any of its Affiliates solely on his or her own initiative without any direct or indirect solicitation by or encouragement from hiring Parent or any Additional Restricted Employees of its Affiliates, or (D) soliciting or employing any person who respond has resigned from employment with a New BBX Capital Entity at least six (6) months prior to such general solicitation advertisements not targeted at the Additional Restricted Employeesor employment.
(c) Except Notwithstanding the foregoing, Sections 6.11(a) and (b) shall not restrict or prohibit the employment or engagement of any individual who is agreed by the Parties to serve as provided an officer or employee of both a member of the Parent Group and a member of the New BBX Capital Group following the Spin-Off, including, without limitation, the individuals to serve as executive offices of both Parent and New BBX Capital following the Spin-Off as described in the Transition Services Agreement, Boeing Commercial Airplanes (“BCA”) shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, (i) solicit the employment of, or hire, any Seller Engineering Employees without the prior written consent of Seller, provided, however, that Buyer shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Seller Engineering Employees, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisements; or (ii) take any action which is intended to induce any Seller Engineering Employee to leave his or her employ with SellerInformation Statement.
(d) Except as provided in Parent and New BBX Capital acknowledge that the Transition Services Agreement, BCA shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, solicit the employment of any New Seller Engineering Employees without the prior written consent of Seller; provided, however, that Buyer shall not be in breach of its non-solicitation obligation under this Section 6.10(d) solely as a result of any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering Employees.
(e) If Buyer or Seller breaches any the restrictive covenants set forth in this Section 6.106.11 are reasonable in order to, then among other things, protect the non-breaching Party shall have value of their respective businesses and goodwill. It is the following rights and remedies against the breaching Party, each of which shall be independent intention of the others and severally enforceable, and each of the following rights and remedies is in addition to, and not in lieu of, Parties that if any other rights and remedies otherwise available to such non-breaching Party at Law restriction or in equity for such actions: (i) the right and remedy to have the restrictive covenant contained in this Section 6.10 specifically enforced against 6.11 is held to cover a geographic area or to be for a length of time which is not permitted by applicable Law, or in any way construed to be too broad or to any extent invalid, such breaching Party, including temporary restraining orders and injunctions restriction or covenant may be amended by any court of competent jurisdiction, it being agreed by the Parties that any breach of this Section 6.10 would cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching Party, and (ii) the right and remedy to collect from the breaching Party any such Losses incurred by the non-breaching Party as a result of enforcing this Section 6.10.
(f) Each Party agrees that, in the event a court of competent jurisdiction declares there has been a breach to interpret or reform (including by such Party substitution, addition or deletion of words and numbers) this Section 6.10, the term of any such term or covenant so breached shall be automatically extended with respect 6.11 to such Party provide for a covenant having the maximum enforceable geographic area, time period of time of the violation from the date on which and other provisions (not greater than those contained in this Section 6.11) that would be valid and enforceable under such breach ceasesLaw.
Appears in 2 contracts
Sources: Separation and Distribution Agreement (BBX Capital Florida LLC), Separation and Distribution Agreement (BBX Capital Florida LLC)
Non-Solicitation. (a) For a period of 18 months from and after the Closing, each of Seller Parent and Seller shall not, whether directly or indirectlyand shall cause their respective Subsidiaries not to, during the period beginning on the Closing Date and ending on the second anniversary of the Closing Date (such period, the “Restricted Period”), (i) solicit the employment of, or hire, any Initial Restricted Employee without the prior written consent of BuyerPurchaser, provideddirectly or indirectly, however, that Seller shall not in any manner solicit or cause to be in breach solicited any Person who is employed by an Acquired Company as of its the Closing (other than non-management employees whose annual base compensation is less than $75,000 and who are not involved in research and development). Notwithstanding the foregoing, the restrictions on solicitation obligation set forth in the foregoing clause immediately preceding sentence shall not prohibit Seller Parent, Seller or any of their respective Subsidiaries from: (i) solely as a result engaging in general solicitations of employment not specifically directed toward the employees of the Acquired Companies; (ii) soliciting any general solicitation advertisements person who is referred to Seller or any of its Affiliates by search firms, employment agencies or other similar entities, provided that are such entities have not targeted at any Initial Restricted Employees, but Seller shall be prohibited from hiring any Initial Restricted Employees who respond been specifically instructed to solicit such general solicitation advertisements not targeted at the Initial Restricted Employeesperson; or (iiiii) take soliciting any action person after the date that is 90 days following the date upon which is intended to induce any Initial Restricted Employee to leave his or her employ such person’s employment with the Businessan Acquired Company has ended.
(b) Seller For a period of 18 months from and after the Closing, Purchaser shall not, whether directly or indirectlyand shall cause its respective Subsidiaries and parent companies not to, during the Restricted Period solicit the employment of any Additional Restricted Employee without the prior written consent of Buyer; providedSeller Parent, however, that Seller shall not be in breach of its non-solicitation obligation under this Section 6.10(b) solely as a result of any general solicitation advertisements that are not targeted at any Additional Restricted Employees and Seller shall not be prohibited from hiring any Additional Restricted Employees who respond to such general solicitation advertisements not targeted at the Additional Restricted Employees.
(c) Except as provided in the Transition Services Agreement, Boeing Commercial Airplanes (“BCA”) shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, (i) in any manner solicit the employment of, or hire, cause to be solicited any Person who is employed by Seller Engineering Employees without the prior written consent of Seller, provided, however, that Buyer shall not be in breach Parent or one of its Subsidiaries (other than the Acquired Companies) as of the Closing (other than non-management employees whose annual base compensation is less than $75,000 and who are not involved in research and development). Notwithstanding the foregoing, the restrictions on solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Seller Engineering Employees, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisements; or (ii) take any action which is intended to induce any Seller Engineering Employee to leave his or her employ with Seller.
(d) Except as provided in the Transition Services Agreement, BCA shall not, and Buyer immediately preceding sentence shall not on behalf of BCA, whether directly prohibit Purchaser or indirectly, during the Restricted Period, solicit the employment of any New Seller Engineering Employees without the prior written consent of Seller; provided, however, that Buyer shall not be in breach of its non-solicitation obligation under this Section 6.10(d) solely as a result of any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering Employees.
(e) If Buyer Subsidiaries or Seller breaches any the restrictive covenants set forth in this Section 6.10, then the non-breaching Party shall have the following rights and remedies against the breaching Party, each of which shall be independent of the others and severally enforceable, and each of the following rights and remedies is in addition to, and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actionsparent companies from: (i) engaging in general solicitations of employment not specifically directed toward the right and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders and injunctions by any court employees of competent jurisdiction, it being agreed by the Parties that any breach of this Section 6.10 would cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching Party, and Seller Parent or its Subsidiaries; (ii) the right and remedy soliciting any person who is referred to collect from the breaching Party Purchaser or any of its Affiliates by search firms, employment agencies or other similar entities, provided that such Losses incurred by the non-breaching Party as a result of enforcing this Section 6.10.
entities have not been specifically instructed to solicit such person; or (fiii) Each Party agrees that, in the event a court of competent jurisdiction declares there has been a breach by such Party of this Section 6.10, the term of soliciting any such term or covenant so breached shall be automatically extended with respect to such Party for a period of time of the violation from person after the date on that is 90 days following the date upon which such breach ceasesperson’s employment with Seller Parent, or one of Seller Parent’s Affiliates or Subsidiaries, has ended.
Appears in 2 contracts
Sources: Stock Purchase Agreement, Stock Purchase Agreement (United Online Inc)
Non-Solicitation. (a) Seller shall notExecutive acknowledges and understands that, whether directly or indirectlyin view of Executive’s position with the Company, during the period beginning on the Closing Date and ending on the second anniversary Executive has been afforded access to confidential information of the Closing Company and its affiliates, tenants and customers. Executive therefore agrees that for a period of 12 months after the later of the Separation Date or the date when the Executive ceases providing consulting services (such period, the “Restricted Period”), (i) solicit the employment ofExecutive will not, or hire, any Initial Restricted Employee without the express prior written consent of Buyerthe Company, provideddirectly or indirectly:
(i) solicit, howeverinduce, or assist any third person in soliciting or inducing any person that Seller is (or was at any time within the 12 months prior to the solicitation or inducement) an employee, consultant, independent contractor or agent of the Company or its affiliates or direct or indirect subsidiaries (individually and collectively referred to herein with the Company as the “Vornado Group”) to leave the employment of the Vornado Group or cease performing services as an independent contractor, consultant or agent of the Vornado Group; for avoidance of doubt, the referral of a vendor, supplier or other consultant to a third party shall not be a violation of this section so long as Executive does not intentionally induce the vendor, supplier or consultant to cease doing business with the Vornado Group;
(ii) hire, engage, or assist any third party in breach hiring or engaging, any individual that is or was (at any time within 12 months prior to the attempted hiring) an employee of its the Vornado Group; or
(iii) solicit or interfere with the Vornado Group’s relationships with, or endeavor to entice away from the Vornado Group for a competing business, any person or entity that is or was (at any time within the 12-month period preceding the later of the Separation Date or the termination date of the Consulting Agreement, a tenant or customer or “Prospective Tenant or Customer” (as defined below) of the Vornado Group. A “Prospective Tenant or Customer” is any individual or entity with respect to whom or which the Vornado Group was engaged in meaningful solicitation at any time during the 12 month period preceding the later of the Separation Date or the termination date of the Consulting Agreement and in which solicitation Executive was in any way involved or of which Executive otherwise had any knowledge or reasonably should have had any knowledge. The provisions of Sections 8 and 9 shall be in addition to any confidentiality and non-solicitation obligation terms set forth in any other agreement between Executive and the foregoing clause (i) solely as a result Vornado Group, including without limitation the Employment Agreement and the Consulting Agreement. Without limitation of the foregoing, Executive agrees that the restrictions contained in Sections 8 and 9 of this Agreement are necessary and appropriate to protect the Vornado Group’s business and goodwill and Executive considers them reasonable for such purpose. Executive agrees that the restrictions contained in this Agreement will not prevent Executive from obtaining gainful employment. Executive agrees that in any action seeking specific performance or other equitable relief, Executive will not assert or contend that any of the provisions of Sections 8 and 9 of this Agreement are unreasonable or otherwise unenforceable. Executive further agrees that in the event of Executive’s breach or threatened breach of any general solicitation advertisements of the provisions of Sections 8 or 9 of this Agreement, the Vornado Group would suffer substantial irreparable harm and would not have an adequate remedy at law for such breach. In recognition of the foregoing, Executive agrees that are not targeted in the event of a breach or threatened breach of any of those provisions by Executive, in addition to such other remedies that the Vornado Group may have at law, without posting any Initial Restricted Employeesbond or security, but Seller the Vornado Group shall be prohibited from hiring entitled to seek and obtain equitable relief, in the form of specific performance, or temporary, preliminary or permanent injunctive relief, or any Initial Restricted Employees who respond to such general solicitation advertisements not targeted at the Initial Restricted Employees; or (ii) take any action other equitable remedy which is intended to induce any Initial Restricted Employee to leave his or her employ with the Business.
(b) Seller shall notthen may be available, whether as well as attorneys’ fees and costs and an equitable accounting of all earnings, profits and other benefits arising, directly or indirectly, during the Restricted Period solicit the employment from such breach. The seeking of any Additional Restricted Employee without the prior written consent of Buyer; provided, however, that Seller such injunction or order shall not be in breach of its non-solicitation obligation under this Section 6.10(b) solely as a result of any general solicitation advertisements that are not targeted at any Additional Restricted Employees affect the Vornado Group’s right to seek and Seller shall not be prohibited from hiring any Additional Restricted Employees who respond to such general solicitation advertisements not targeted at the Additional Restricted Employees.
(c) Except as provided in the Transition Services Agreement, Boeing Commercial Airplanes (“BCA”) shall not, and Buyer shall not obtain damages or other equitable relief on behalf of BCA, whether directly or indirectly, during the Restricted Period, (i) solicit the employment of, or hire, any Seller Engineering Employees without the prior written consent of Seller, provided, however, that Buyer shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Seller Engineering Employees, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisements; or (ii) take any action which is intended to induce any Seller Engineering Employee to leave his or her employ with Seller.
(d) Except as provided in the Transition Services Agreement, BCA shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, solicit the employment of any New Seller Engineering Employees without the prior written consent of Seller; provided, however, that Buyer shall not be in breach of its non-solicitation obligation under this Section 6.10(d) solely as a result of any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering Employees.
(e) If Buyer or Seller breaches any the restrictive covenants set forth in this Section 6.10, then the non-breaching Party shall have the following rights and remedies against the breaching Party, each of which shall be independent of the others and severally enforceable, and each of the following rights and remedies is in addition to, and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actions: (i) the right and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders and injunctions by any court of competent jurisdiction, it being agreed by the Parties that any breach of this Section 6.10 would cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching Party, and (ii) the right and remedy to collect from the breaching Party any such Losses incurred by the non-breaching Party as a result of enforcing this Section 6.10.
(f) Each Party agrees that, in the event a court of competent jurisdiction declares there has been a breach by such Party of this Section 6.10, the term account of any such term actual or covenant so breached shall be automatically extended with respect to such Party for a period of time of the violation from the date on which such breach ceasesthreatened breach.
Appears in 2 contracts
Sources: Separation Agreement (Vornado Realty Lp), Separation Agreement (Vornado Realty Lp)
Non-Solicitation. (a) In furtherance of the consideration being paid by the Purchaser to the Seller shall nothereunder and the Goodwill, whether directly or indirectly(i) Dow agrees that, during the period beginning on the Closing Date and ending on the second anniversary of the Closing Date (such period, the “Restricted Period”), (i) Dow shall not, whether directly or indirectly, solicit the employment of, of any employee of the Business or hire, hire any Initial Restricted Employee current employee (or any employee who was employed by the Business for any type of employment within the six-month period prior to the Closing) of the Business without the prior written consent of Buyer, the Purchaser; provided, however, that Seller nothing herein shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any prohibit Dow from making general solicitation advertisements that are not targeted at any Initial Restricted Employees, but Seller shall be prohibited such employees and from hiring any Initial Restricted Employees who respond such employee that responds to such general solicitation advertisements not targeted at or whose employment has been terminated by the Initial Restricted Employees▇▇▇▇▇▇ Holdcos or the ▇▇▇▇▇▇ Subsidiaries; or and (ii) take any action which is intended to induce any Initial the Purchaser and each ▇▇▇▇▇▇ Holdco agree that, during the Restricted Employee to leave his or her employ with Period, the Business.
(b) Seller Purchaser and the ▇▇▇▇▇▇ Holdcos shall not, and shall cause each member of the ▇▇▇▇▇▇ Group not to, whether directly or indirectly, during the Restricted Period solicit the employment of any Additional Restricted Employee employee of Dow or its Subsidiaries or hire any current employee (or any employee who was employed by for any type of employment within the six-month period prior to the Closing) of Dow or its Subsidiaries without the prior written consent of BuyerDow; provided, however, that Seller nothing herein shall not be in breach of its non-solicitation obligation under this Section 6.10(b) solely as a result of any prohibit the Purchaser or the ▇▇▇▇▇▇ Holdcos from making general solicitation advertisements that are not targeted at any Additional Restricted Employees such employees and Seller shall not be prohibited from hiring any Additional Restricted Employees who respond such employee that responds to such general solicitation advertisements not targeted at the Additional Restricted Employeesor whose employment has been terminated by Dow.
(cb) Except as provided in the Transition Services Agreement, Boeing Commercial Airplanes (“BCA”) shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, (i) solicit the employment of, or hire, any Seller Engineering Employees without the prior written consent of Seller, provided, however, The parties hereto agree that Buyer shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Seller Engineering Employees, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisements; or (ii) take any action which is intended to induce any Seller Engineering Employee to leave his or her employ with Seller.
(d) Except as provided in the Transition Services Agreement, BCA shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, solicit the employment of any New Seller Engineering Employees without the prior written consent of Seller; provided, however, that Buyer shall not be in breach of its non-solicitation obligation under this Section 6.10(d) solely as a result of any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering Employees.
(e) If Buyer or Seller breaches any the restrictive covenants set forth in this Section 6.10, then the non-breaching Party shall have the following rights and remedies against the breaching Party, each of which shall be independent of the others and severally enforceable, and each of the following rights and remedies is in addition to, and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actions: (i) the right and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders and injunctions by any court of competent jurisdiction, it being agreed by the Parties that any breach of this Section 6.10 would cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching Party, and (ii) the right and remedy to collect from the breaching Party any such Losses incurred by the non-breaching Party as a result of enforcing this Section 6.10.
(f) Each Party agrees that, in the event a court of competent jurisdiction declares there has been a breach by such Party either party of this Section 6.105.15, the term of any such term or covenant so breached shall be automatically extended with respect to such Party for a the non-breaching party for the period of time of the violation from the date on which such breach ceasesceases or from the date of the entry by a court of competent jurisdiction of a final non-appealable Governmental Order enforcing such covenant, whichever is later.
Appears in 2 contracts
Sources: Sale and Purchase Agreement, Sale and Purchase Agreement (Trinseo S.A.)
Non-Solicitation. (a) Seller shall not11.1 The Company undertakes to the Acquirer that, whether directly or indirectly, during the period beginning on the Closing Date and ending on the second anniversary of the Closing Date (such period, the “Restricted Period”), (i) solicit the employment of, or hire, any Initial Restricted Employee without the express prior written consent of Buyerthe Acquirer, providedprior to the Effective Date it shall:
(a) not, howeverand it shall procure that no member of the Group, that Seller shall not be in breach or any of its non-solicitation obligation set forth or their Representatives (acting in the foregoing clause their capacity as such) shall:
(i) solely as directly or indirectly solicit or (save to the extent that the fiduciary duties of the Company Directors are considered by them to so require, and only in response to an unsolicited approach) encourage any person other than the Acquirer to make or be involved in a result of any general solicitation advertisements that are not targeted at any Initial Restricted Employees, but Seller shall be prohibited from hiring any Initial Restricted Employees who respond to such general solicitation advertisements not targeted at the Initial Restricted EmployeesCompeting Proposal; or or
(ii) take indicate the basis on which any action which is intended to induce any Initial Restricted Employee to leave his or her employ with the Business.Competing Proposal might be made;
(b) Seller shall not, whether not directly or indirectlyindirectly (save to the extent that the fiduciary duties of the Company Directors are considered by them to so require and only in response to an unsolicited approach), during and shall procure that no member of the Restricted Period solicit Group and none of the employment Company’s Representatives (acting in their capacity as such) shall, from the date of this Agreement enter into any Additional Restricted Employee without the prior written consent of Buyer; provideddiscussions or negotiations with, howeveror provide any information to, that Seller shall not be any person who is considering making or being involved in breach of its non-solicitation obligation under this Section 6.10(b) solely as a result of any general solicitation advertisements that are not targeted at any Additional Restricted Employees and Seller shall not be prohibited from hiring any Additional Restricted Employees who respond to such general solicitation advertisements not targeted at the Additional Restricted Employees.Competing Proposal;
(c) Except as provided terminate any discussions or negotiations relating to a Competing Proposal in which it is currently engaged and procure that all members of the Transition Services Agreement, Boeing Commercial Airplanes (“BCA”) shall not, Group and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, (i) solicit the employment of, or hire, Company’s Representatives terminate any Seller Engineering Employees without the prior written consent of Seller, provided, however, that Buyer shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that such discussions they are not targeted at any Seller Engineering Employees, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisementsengaged in; or (ii) take any action which is intended to induce any Seller Engineering Employee to leave his or her employ with Seller.and
(d) Except as provided promptly inform the Acquirer of any Competing Proposal including the identity of the Third Party and any proposed terms disclosed to the Company or the Company’s Representative by a Third Party in respect of a Competing Proposal.
11.2 The Company undertakes that the Directors will not recommend any Third Party Competing Proposal unless the Competing Proposal is a considered by them in the Transition Services Agreementexercise of their fiduciary duty to be a Superior Competing Proposal.
11.3 If, BCA shall notwithstanding the provisions of Clauses 11.1 and 11.2 above, a Third Party makes a Competing Proposal either publicly or to the Company or the Company’s Representatives, and the Company Directors consider it to be a Superior Competing Proposal which they intend to recommend, the Company and/or the Company’s Representatives will notify the Acquirer in writing of the terms of the Superior Competing Proposal and the identity of the Third Party making such proposal and will procure that the Directors will not withdraw or adversely modify its recommendation of the Acquisition unless:
(a) the Acquirer notifies the Company that it is not willing to revise the terms of the Consideration to exceed that of the Superior Competing Proposal in the view of the Company Board in the exercise of its fiduciary duty; or
(b) the Acquirer does not, and Buyer shall not on behalf within 72 hours of BCAbeing notified in writing of the terms of the Superior Competing Proposal, whether directly notify the Company or indirectlythe Company’s Representatives that it will revise the terms of the Consideration to exceed that of the Superior Competing Proposal in the view of the Company Board in the exercise of its fiduciary duty; or
(c) the Acquirer, during having confirmed within 72 hours of being notified in writing of the Restricted Period, solicit terms of the employment of any New Seller Engineering Employees without the prior written consent of Seller; provided, howeverSuperior Competing Proposal, that Buyer shall not be it will revise the terms of the Consideration to exceed that of the Superior Competing Proposal in breach the view of the Company Board in the exercise of its fiduciary duty, fails within 120 hours of receipt of notice of the Superior Competing Proposal to announce the terms of its increased Consideration in respect of the Acquisition. For the avoidance of doubt, these non-solicitation obligation under this Section 6.10(d) solely as a result and matching right provisions contained in Clauses 11.1, 11.2 and 11.3 will recur and subsist should numerous Superior Competing Proposals be made unless and until the provisions of any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering Employees.
(e) If Buyer or Seller breaches any the restrictive covenants set forth in this Section 6.10, then the non-breaching Party shall have the following rights and remedies against the breaching Party, each of which shall be independent of the others and severally enforceable, and each of the following rights and remedies is in addition to, and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actions: (i) the right and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders and injunctions by any court of competent jurisdiction, it being agreed by the Parties that any breach of this Section 6.10 would cause irreparable injury Clause 11.3(a) to the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching Party, and (ii11.3(c) the right and remedy to collect from the breaching Party any such Losses incurred by the non-breaching Party as a result of enforcing this Section 6.10are met.
(f) Each Party agrees that, in the event a court of competent jurisdiction declares there has been a breach by such Party of this Section 6.10, the term of any such term or covenant so breached shall be automatically extended with respect to such Party for a period of time of the violation from the date on which such breach ceases.
Appears in 2 contracts
Sources: Implementation Agreement (MKS Instruments Inc), Implementation Agreement (Atotech LTD)
Non-Solicitation. (a) Seller BSC shall not, whether directly or indirectlyand shall cause its Affiliates not to, during the period beginning on the Closing Date and ending on the second anniversary of the Closing Date (such period, the “Restricted Period”), (i) solicit the employment of, or hire, any Initial Restricted Employee without the prior written consent of Buyerthe Purchaser or except as expressly provided in any Ancillary Agreement, providedfor a period of 18 months from the applicable Employee Transfer Date, howeverdirectly or indirectly, solicit for employment or hire any Transferred Employee whose employment was transferred as of such Employee Transfer Date; provided that Seller (i) BSC and its Affiliates are not prohibited from employing any such person who contacts BSC or any such Affiliate on his or her own initiative and without any direct or indirect solicitation by BSC or such Affiliate, and (ii) the term “solicit for employment” shall not be in breach deemed to include general solicitations of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of employment not specifically directed toward any general solicitation advertisements that are not targeted at any Initial Restricted Employees, but Seller shall be prohibited from hiring any Initial Restricted Employees who respond to such general solicitation advertisements not targeted at the Initial Restricted Employees; or (ii) take any action which is intended to induce any Initial Restricted Employee to leave his or her employ with the BusinessPerson.
(b) Seller The Purchaser shall not, whether directly or indirectlyand shall cause its Affiliates not to, during the Restricted Period solicit the employment of any Additional Restricted Employee without the prior written consent of Buyer; providedBSC or except as expressly provided in any Ancillary Agreement, howeverfor a period of (x) except as otherwise provided in clause (y) below, that Seller shall not be 18 months from the Closing Date in breach the case of clause (I) below and 12 months from the Closing Date in the case of clause (II) below, directly or indirectly, solicit for employment or hire any individual who is employed by BSC or any of its non-solicitation obligation under this Section 6.10(bAffiliates as of the date hereof (or at any time during such period) solely and (I) becomes known to the Purchaser or any of its Affiliates or any officer, director, employee, agent or advisor of the Purchaser or its Affiliates as a result of the transactions contemplated by this Agreement or the Ancillary Agreements or (II) is recommended as a potential employee of the Purchaser or any general solicitation advertisements that are not targeted at any Additional Restricted Employees and Seller shall not of its Affiliates (who, when hired, would be prohibited from hiring any Additional Restricted Employees who respond to such general solicitation advertisements not targeted at the Additional Restricted Employees.
(c) Except classified as provided a Manager or above in the Transition Services AgreementPurchaser’s human resources system) by any of the individuals who received a Special Retention Bonus Program Participation Notice as described in Section 6.03 of the Disclosure Schedule, Boeing Commercial Airplanes (“BCA”) shall not, and Buyer shall not to the individual with responsibility for hiring decisions on behalf of BCAthe Purchaser or any of its Affiliates or (y) 18 months from the Cork Manufacturing Transfer Date, whether the Fremont Manufacturing Transfer Date or the West Valley Manufacturing Transfer Date (as applicable), directly or indirectly, during solicit for employment or hire any individual (other than the Restricted PeriodTransferred Employees) who (A) is employed in the Cork Facility or the Fremont manufacturing facility by BSC or any of its Affiliates as of the Cork Manufacturing Transfer Date or the Fremont Manufacturing Transfer Date, (i) solicit the employment ofrespectively, or hire, (B) was employed in the West Valley Facility prior to the West Valley Manufacturing Transfer Date and is employed elsewhere by BSC or any Seller Engineering Employees without the prior written consent of Seller, provided, however, that Buyer shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely Affiliates as a result of any general solicitation advertisements that are not targeted at any Seller Engineering Employees, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisements; or (ii) take any action which is intended to induce any Seller Engineering Employee to leave his or her employ with Seller.
(d) Except as provided in the Transition Services Agreement, BCA shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, solicit the employment of any New Seller Engineering Employees without the prior written consent of Seller; provided, however, that Buyer shall not be in breach of its non-solicitation obligation under this Section 6.10(d) solely as a result of any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering Employees.
(e) If Buyer or Seller breaches any the restrictive covenants set forth in this Section 6.10, then the non-breaching Party shall have the following rights and remedies against the breaching Party, each of which shall be independent of the others and severally enforceable, and each of the following rights and remedies is in addition to, and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actions: West Valley Manufacturing Transfer Date; provided that (i) the right Purchaser and remedy to have its Affiliates are not prohibited from employing any such person who contacts the restrictive covenant in this Section 6.10 specifically enforced against Purchaser or any such breaching Party, including temporary restraining orders Affiliate on his or her own initiative and injunctions by without any court of competent jurisdiction, it being agreed direct or indirect solicitation by the Parties that any breach of this Section 6.10 would cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching PartyPurchaser or such Affiliate, and (ii) the right and remedy term “solicit for employment” or “solicitation” shall not be deemed to collect from the breaching Party include general solicitations of employment not specifically directed toward any such Losses incurred by the non-breaching Party as a result of enforcing this Section 6.10person.
(f) Each Party agrees that, in the event a court of competent jurisdiction declares there has been a breach by such Party of this Section 6.10, the term of any such term or covenant so breached shall be automatically extended with respect to such Party for a period of time of the violation from the date on which such breach ceases.
Appears in 2 contracts
Sources: Sale and Purchase Agreement (Stryker Corp), Sale and Purchase Agreement (Boston Scientific Corp)
Non-Solicitation. (i) Stockholder shall not and shall not authorize or permit its representatives to directly or indirectly (i) initiate, solicit encourage, or take any action to facilitate the making of, any offer or proposal which constitutes or is reasonably likely to lead to any Acquisition Proposal, (ii) enter into any agreement (other than a confidentiality agreement) with respect to any Acquisition Proposal except in connection with a Superior Proposal in connection with which the Company enters into an agreement (including contemporaneously with the Company) pursuant to Section 5.3(b) of the Merger Agreement, or (iii) in the event of an unsolicited Acquisition Proposal for the Company or otherwise, engage in negotiations or discussions with, or provide any non-public information or data to, any Person (other than Parent or any of its affiliates or representatives) relating to any Acquisition Proposal. It is understood that this Section 8 limits the rights of Stockholder only to the extent that Stockholder is acting in Stockholder's capacity as a stockholder of the Company. Nothing herein shall be construed as preventing a Stockholder who is an officer or director of the Company, or any director of the Company who may be deemed to be an affiliate of Stockholder, from fulfilling the obligations of such position (including, subject to the limitations contained in Sections 5.2 and 5.3 of the Merger Agreement, the performance of obligations required by the fiduciary obligations of Stockholder, or any director of the Company who may be deemed to be an affiliate of Stockholder, acting solely in his or her capacity as an officer or director).
(ii) Notwithstanding anything to the contrary in this Section 8, if (a) Seller after the Company shall not, whether directly or indirectly, during the period beginning on the Closing Date have received an unsolicited bona fide written proposal from a Third Party relating to an Acquisition Proposal and ending on the second anniversary of the Closing Date (such period, the “Restricted Period”), (i) solicit the employment of, or hire, any Initial Restricted Employee without the prior written consent of Buyer, provided, however, that Seller shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Initial Restricted Employees, but Seller shall be prohibited from hiring any Initial Restricted Employees who respond to such general solicitation advertisements not targeted at the Initial Restricted Employees; or (ii) take any action which is intended to induce any Initial Restricted Employee to leave his or her employ with the Business.
(b) Seller shall not, whether directly or indirectly, during the Restricted Period solicit Board of Directors of the employment Company has complied with the provisions of any Additional Restricted Employee without Section 5.2(b) of the prior written consent of Buyer; provided, however, that Seller shall not be in breach of its non-solicitation obligation under this Section 6.10(b) solely as a result of any general solicitation advertisements that are not targeted at any Additional Restricted Employees and Seller shall not be prohibited from hiring any Additional Restricted Employees who respond to such general solicitation advertisements not targeted at the Additional Restricted Employees.
(c) Except as provided in the Transition Services Merger Agreement, Boeing Commercial Airplanes (“BCA”) shall not, Stockholder may provide information and Buyer shall not on behalf of BCA, whether directly or indirectly, during engage in discussions with such Third Party as and to the Restricted Period, (i) solicit extent that the employment of, or hire, any Seller Engineering Employees without Company is permitted to do so pursuant to the prior written consent of Seller, provided, however, that Buyer shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Seller Engineering Employees, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisements; or (ii) take any action which is intended to induce any Seller Engineering Employee to leave his or her employ with Seller.
(d) Except as provided in the Transition Services Agreement, BCA shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, solicit the employment of any New Seller Engineering Employees without the prior written consent of Seller; provided, however, that Buyer shall not be in breach of its non-solicitation obligation under this Section 6.10(d) solely as a result of any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering Employees.
(e) If Buyer or Seller breaches any the restrictive covenants set forth in this Section 6.10, then the non-breaching Party shall have the following rights and remedies against the breaching Party, each of which shall be independent terms of the others and severally enforceable, and each of the following rights and remedies is in addition to, and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actions: (i) the right and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders and injunctions by any court of competent jurisdiction, it being agreed by the Parties that any breach of this Section 6.10 would cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching Party, and (ii) the right and remedy to collect from the breaching Party any such Losses incurred by the non-breaching Party as a result of enforcing this Section 6.10Merger Agreement.
(f) Each Party agrees that, in the event a court of competent jurisdiction declares there has been a breach by such Party of this Section 6.10, the term of any such term or covenant so breached shall be automatically extended with respect to such Party for a period of time of the violation from the date on which such breach ceases.
Appears in 2 contracts
Sources: Stockholder Agreement (Orbitz Inc), Stockholder Agreement (Cendant Corp)
Non-Solicitation. (a) During the Non-Competition Period, Seller shall not, whether and shall cause its Subsidiaries (other than the Transferred Subsidiaries) not to, (a) directly or indirectly, during the period beginning on the Closing Date and ending on the second anniversary hire, engage or employ (as an employee, consultant or otherwise) any New Buyer Employee or other employees of Buyer other than any of the Closing Date independent contractors set forth on Schedule I attached hereto (such periodcollectively, the “Restricted PeriodBuyer Employees”), (ib) through any director or officer of Seller, directly or indirectly, solicit for employment or the employment of, or hire, any Initial Restricted Employee without the prior written consent engagement of Buyer, provided, however, that Seller shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result services of any general solicitation advertisements that are not targeted at any Initial Restricted Employees, but Seller shall be prohibited from hiring any Initial Restricted Employees who respond to such general solicitation advertisements not targeted at the Initial Restricted Employees; Buyer Employee or (ii) take any action which is intended induce or attempt to induce any Initial Restricted Buyer Employee to leave his or her employ employment with Buyer, or in any way intentionally interfere with the Business.
(b) Seller shall not, whether directly employment relationship between any Buyer Employee and Buyer or indirectly, during the Restricted Period solicit the employment of any Additional Restricted Employee without the prior written consent Affiliate of Buyer, in each case for the purpose of employing or engaging the services of such Buyer Employee or soliciting such Buyer Employee to become an employee or consultant of Seller or its Subsidiaries or any other Person; provided, however, that nothing herein shall preclude Seller shall not be in breach of its non-solicitation obligation under this Section 6.10(b) solely as a result of from employing or soliciting any general solicitation advertisements that are not targeted at any Additional Restricted Employees and Seller shall not be prohibited from hiring any Additional Restricted Employees who respond to such general solicitation advertisements not targeted at the Additional Restricted Employees.
(c) Except as provided in the Transition Services Agreement, Boeing Commercial Airplanes (“BCA”) shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, Employee (i) solicit the employment of, who independently responds to any public advertisement or hire, any Seller Engineering Employees without the prior written consent of Seller, provided, however, that Buyer shall not be in breach of its non-general solicitation obligation set forth in the foregoing clause (i) solely such as a result of any general solicitation advertisements that are newspaper advertisement or internet posting) not targeted at any Seller Engineering Employees, but specifically targeting such Buyer shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisements; or (ii) following the termination of such Buyer Employee’s employment with Buyer for any reason, provided, that Seller has not induced such Buyer Employee to terminate his or her employment in breach of Seller’s obligations hereunder, or (c) take any action which is intended or attempt to induce take any Seller Engineering Employee to leave his action with the intent of impairing any material relationship, contractual or her employ with Sellerotherwise, between the Buyer and any customer, supplier, consultant, independent contractor, distributor or reseller.
(d) Except as provided in the Transition Services Agreement, BCA shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, solicit the employment of any New Seller Engineering Employees without the prior written consent of Seller; provided, however, that Buyer shall not be in breach of its non-solicitation obligation under this Section 6.10(d) solely as a result of any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering Employees.
(e) If Buyer or Seller breaches any the restrictive covenants set forth in this Section 6.10, then the non-breaching Party shall have the following rights and remedies against the breaching Party, each of which shall be independent of the others and severally enforceable, and each of the following rights and remedies is in addition to, and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actions: (i) the right and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders and injunctions by any court of competent jurisdiction, it being agreed by the Parties that any breach of this Section 6.10 would cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching Party, and (ii) the right and remedy to collect from the breaching Party any such Losses incurred by the non-breaching Party as a result of enforcing this Section 6.10.
(f) Each Party agrees that, in the event a court of competent jurisdiction declares there has been a breach by such Party of this Section 6.10, the term of any such term or covenant so breached shall be automatically extended with respect to such Party for a period of time of the violation from the date on which such breach ceases.
Appears in 2 contracts
Sources: Non Competition and Non Solicitation Agreement, Non Competition and Non Solicitation Agreement (Sycamore Networks Inc)
Non-Solicitation. (a) Seller shall notagrees that, whether directly or indirectly, during the for a period beginning commencing on the Closing Date and ending on the second anniversary date that is 18 months after the Closing Date, Seller shall not, and shall cause its Subsidiaries not to, solicit for employment or hire any Company Employee listed on Section 5.06(a) of the Closing Date (such period, the “Restricted Period”), Seller Disclosure Schedule; provided that this Section 5.06(a) shall not prohibit Seller or any of its Subsidiaries from (i) solicit the employment of, or hire, any Initial Restricted Employee without the prior written consent of Buyer, provided, however, that Seller shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as conducting a result of any general solicitation advertisements or advertisement that are is not targeted specifically directed at any Initial Restricted Company Employees, but Seller shall be prohibited from ; (ii) soliciting for employment or hiring any Initial Restricted Employees individuals who respond have not been employed or engaged by a Company Group member for a period of six months prior to the date such general solicitation advertisements not targeted at the Initial Restricted Employeesindividuals were first solicited for employment; or (iiiii) take soliciting for employment or hiring any action which is intended to induce any Initial Restricted Employee to leave his individuals whose employment or her employ engagement with the Businessapplicable Company Group member is terminated by such Company Group member.
(b) Seller Buyer agrees that, for a period commencing on the Closing Date and ending on the date that is 18 months after the Closing Date, Buyer shall not, whether directly and shall cause its Subsidiaries (including the Company Group members after the Closing) not to, solicit for employment or indirectly, during hire any employee of Seller or its Affiliates listed on Section 5.06(b) of the Restricted Period solicit the employment of any Additional Restricted Employee without the prior written consent of BuyerSeller Disclosure Schedule; provided, however, provided that Seller this Section 5.06(b) shall not be in breach prohibit Buyer or any of its non-solicitation obligation under this Section 6.10(bSubsidiaries from (i) solely as conducting a result of any general solicitation advertisements or advertisement that are is not targeted specifically directed at any Additional Restricted Employees employees of Seller and Seller shall not be prohibited from its Affiliates; (ii) soliciting for employment or hiring any Additional Restricted Employees individuals who respond have not been employed or engaged by Seller or its Affiliates for a period of six months prior to the date such general solicitation advertisements not targeted at the Additional Restricted Employeesindividuals were first solicited for employment; or (iii) soliciting for employment or hiring any individuals whose employment or engagement with Seller or its Affiliates is terminated by Person.
(c) Except as provided The undertakings in the Transition Services Agreement, Boeing Commercial Airplanes (“BCA”Section 5.06(a) shall not, are given to Buyer and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, (i) solicit the employment of, or hire, any Seller Engineering Employees without the prior written consent of Seller, provided, however, that Buyer shall not be in breach to each of its non-solicitation obligation set forth Affiliates and the undertakings in the foregoing clause (iSection 5.06(b) solely as a result of any general solicitation advertisements that are not targeted at any given to Seller Engineering Employees, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisements; or (ii) take any action which is intended to induce any Seller Engineering Employee to leave his or her employ with Seller.
(d) Except as provided in the Transition Services Agreement, BCA shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, solicit the employment of any New Seller Engineering Employees without the prior written consent of Seller; provided, however, that Buyer shall not be in breach of its non-solicitation obligation under this Section 6.10(d) solely as a result of any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering Employees.
(e) If Buyer or Seller breaches any the restrictive covenants set forth in this Section 6.10, then the non-breaching Party shall have the following rights and remedies against the breaching Party, each of which shall be independent of the others and severally enforceable, and each of its Affiliates. Seller and Buyer each acknowledge that such undertakings are entirely independent restrictions and are no greater than is reasonably necessary to protect the following rights interests of Buyer and remedies is in addition toits Affiliates, on the one hand, and not in lieu ofof Seller and its Affiliates, any on the other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actions: (i) hand. If the right and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders and injunctions by any court final judgment of competent jurisdiction, it being agreed by the Parties that any breach of this Section 6.10 would cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching Party, and (ii) the right and remedy to collect from the breaching Party any such Losses incurred by the non-breaching Party as a result of enforcing this Section 6.10.
(f) Each Party agrees that, in the event a court of competent jurisdiction declares there has been a breach by such Party that any term or provision of this Section 6.105.06(a) or Section 5.06(b) is invalid or unenforceable, the term Parties agree that such court making the determination of any such invalidity or unenforceability will have the power to reduce the scope, duration or area of the term or covenant so breached shall be automatically extended provision, to delete specific words or phrases or to replace any invalid or unenforceable term or provision with respect a term or provision that is valid and enforceable and that comes closest to such Party for a period of time expressing the intention of the violation from invalid or unenforceable term or provision, and this Agreement will be enforceable as so modified after the date on expiration of the time within which such breach ceasesthe judgment may be appealed.
Appears in 2 contracts
Sources: Membership Interest Purchase Agreement (Fortress Transportation & Infrastructure Investors LLC), Membership Interest Purchase Agreement (United States Steel Corp)
Non-Solicitation. (a) Seller shall notShareholder agrees that for a period of two (2) years following the Closing Date, whether Shareholder will not directly or indirectly, during the period beginning on the Closing Date and ending on the second anniversary of the Closing Date (such period, the “Restricted Period”), : (i) solicit the employment of(other than general solicitations through newspapers or other media of general circulation, or hirethe engagement of professional search firms, any Initial Restricted Employee without the prior written consent of Buyer, provided, however, that Seller shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at such employees) any Initial Restricted employees of Plaza or its Subsidiaries prior to the Closing (“Plaza Employees, but Seller shall be prohibited from hiring any Initial Restricted Employees who respond to such general solicitation advertisements not targeted at the Initial Restricted Employees; or (ii) take any action which is intended to induce any Initial Restricted Employee to leave his or her employ with the Business.
(b) Seller shall not, whether directly or indirectly, during the Restricted Period solicit the employment of any Additional Restricted Employee without the prior written consent of Buyer”); provided, however, that Seller the foregoing shall not be in breach apply to any Plaza Employee (Y) who does not become an employee of PPBI or any of its non-solicitation obligation under this Section 6.10(b) solely as a result of Subsidiaries or is terminated by PPBI or any general solicitation advertisements that are not targeted at any Additional Restricted Employees and Seller shall not be prohibited from hiring any Additional Restricted Employees who respond to such general solicitation advertisements not targeted at the Additional Restricted Employees.
(c) Except as provided in the Transition Services Agreement, Boeing Commercial Airplanes (“BCA”) shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, (i) solicit the employment of, or hire, any Seller Engineering Employees without the prior written consent of Seller, provided, however, that Buyer shall not be in breach of its non-solicitation obligation set forth in Subsidiaries without cause on or after the foregoing clause Closing Date; or (iZ) solely as a result of any general solicitation advertisements whose employment terminated more than six months prior to the time that are not targeted at any Seller Engineering Employees, but Buyer shall be prohibited from hiring any Seller Engineering such Plaza Employee who respond to such general solicitation advertisementsis first solicited for employment following the Closing Date; or (ii) take knowingly (A) induce, persuade, encourage or influence or attempt to induce, persuade, encourage or influence any action Person having a business relationship with Plaza or its Subsidiaries and Affiliates prior to the Closing Date, to discontinue, reduce or restrict such relationship with PPBI or its Subsidiaries after the Closing Date, provided that nothing herein shall prevent Shareholder from conducting or engaging in business with any Person who was not solicited in violation of Section 6(a)(ii)(B), or (B) solicit or target the deposits, loans or other products and services from or to Persons who were depositors, borrowers or customers of Plaza or its Subsidiaries on the date of this Agreement, and/or as of the Closing Date, whether by personal contact, by telephone, by facsimile, by mail or other form of solicitation or communication, or in any other way except for general solicitations that are directed to the general public and not directed specifically to Persons who were depositors, borrowers or customers of Plaza or its Subsidiaries on the date of this Agreement, or as of the Closing Date. Notwithstanding the foregoing and for purposes of clarity, nothing herein shall prohibit the Shareholder from exercising Shareholder’s discretion relating to Shareholder’s personal and business banking relationships.
(b) The Shareholder acknowledges and agrees that the business conducted by Plaza and its Subsidiaries is highly competitive and that the covenants made by the Shareholder in this Section 6 are made as a necessary inducement for PPBI to enter into the Merger Agreement and to consummate the transactions contemplated thereby. It is the desire and intent of the parties to this Agreement that the provisions of this Section 6 shall be enforced to the fullest extent permissible under the laws and public policies of each jurisdiction in which enforcement is intended sought. It is expressly understood and agreed that although the Shareholder and PPBI each consider the restrictions contained in this Section 6 to induce be reasonable, if a final determination is made by a court of competent jurisdiction or an arbitrator that the time or territory or any Seller Engineering Employee other restriction contained in this Section 6 is unenforceable against any party, the provisions of this Section 6 shall be deemed amended
(c) The Shareholder acknowledges and agrees that the provisions of this Agreement are necessary to leave protect PPBI’s legitimate business interests and to protect the value of PPBI’s acquisition of Plaza. The Shareholder warrants that these provisions will not unreasonably interfere with his or her employ with Sellerability to earn a living or to pursue his or her occupation and the Shareholder has the means to support himself or herself and his or her dependents and the provisions of this Section 6 will not impair such ability in any manner whatsoever.
(d) Except as provided The Shareholder will not, at any time during the two-year period referred to in the Transition Services Subsection 6(a) of this Agreement, BCA shall notdisparage PPBI, and Buyer shall not on behalf of BCA, whether directly its Subsidiaries or indirectly, during the Restricted Period, solicit the employment of any New Seller Engineering Employees without the prior written consent of Seller; provided, however, that Buyer shall not be in breach of its non-solicitation obligation under this Section 6.10(d) solely as a result Affiliates, or the business conducted by PPBI, its Subsidiaries or any of their Affiliates, or any general solicitation advertisements that are not targeted at stockholder, member, director, manager, officer, employee or agent of PPBI, its Subsidiaries or any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering Employeesof their Affiliates.
(e) If Buyer or Seller breaches any the restrictive covenants set forth in this Section 6.10, then the non-breaching Party shall have the following rights and remedies against the breaching Party, each of which shall be independent of the others and severally enforceable, and each of the following rights and remedies is in addition to, and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actions: (i) the right and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders and injunctions by any court of competent jurisdiction, it being agreed by the Parties that any breach of this Section 6.10 would cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching Party, and (ii) the right and remedy to collect from the breaching Party any such Losses incurred by the non-breaching Party as a result of enforcing this Section 6.10.
(f) Each Party agrees that, in the event a court of competent jurisdiction declares there has been a breach by such Party of this Section 6.10, the term of any such term or covenant so breached shall be automatically extended with respect to such Party for a period of time of the violation from the date on which such breach ceases.
Appears in 1 contract
Non-Solicitation. Except as necessary, appropriate or desirable to perform his duties to the Company during his employment, Barrack shall not during the Restricted Period, without CFI’s prior written consent, (ai) Seller shall not, whether directly or indirectly, on his own behalf or for any other Person, knowingly (A) solicit or induce any (x) officer or director or (y) employee or independent contractor of the Company who is a natural person that provides consulting or advisory services with respect to sourcing or consummating financings or investments, in either case, to terminate his or her relationship with the Company, or (B) hire any such individual whom Barrack knows left the employment of the Company during the period beginning previous 12 months or (ii) directly or indirectly, on his own behalf or for any other Person, solicit or induce any investors to terminate (or diminish in any material respect) his, her or its relationship with the Closing Date and ending on Company. For the second anniversary avoidance of the Closing Date (such perioddoubt, the “Restricted Period”)identification or doing business with or co-investing with any limited partners, (i) solicit the employment ofinvestors, financing sources or hire, any Initial Restricted Employee without the prior written consent capital markets intermediaries with regard to activity that is not prohibited by Section 3 above shall not be deemed to be a breach of Buyer, provided, however, that Seller this Section 4 or otherwise. Barrack shall not be in breach violation of its non-solicitation obligation set forth in this Section 4 by reason of providing a personal reference for any officer, director or employee of the foregoing clause (i) solely as Company or soliciting individuals for employment through a result of any general solicitation advertisements that are advertisement not targeted at any Initial Restricted Employeesspecifically to officers, but Seller directors or employees of the Company. This Section 4 shall be prohibited not prohibit Barrack from (x) soliciting or hiring any Initial Restricted Employees who respond to such general solicitation advertisements not targeted at of the Initial Restricted Employees; Persons listed on Exhibit 2 attached hereto or (iiy) take any action which is intended to induce any Initial Restricted Employee to leave his or her employ engaging the services of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇▇ during their employment with the Business.
(b) Seller shall not, whether directly or indirectly, during the Restricted Period solicit the employment of any Additional Restricted Employee without the prior written consent of BuyerCFI solely in connection with Permitted Activities engaged in by Barrack; provided, however, that Seller shall not be with respect to clause (y), such employees will only provide services in breach of its non-solicitation obligation under connection with Permitted Activities consistent with services provided prior to the Effective Date. In addition, except as otherwise provided in this Section 6.10(b) solely as a result of any general solicitation advertisements that are not targeted at any Additional Restricted Employees and Seller shall not be prohibited from hiring any Additional Restricted Employees who respond to such general solicitation advertisements not targeted at the Additional Restricted Employees.
(c) Except as provided in the Transition Services Agreement, Boeing Commercial Airplanes (“BCA”) shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly4, during the Restricted Period, (i) solicit the employment of, or hire, any Seller Engineering Employees without the prior written consent of Seller, provided, however, that Buyer shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Seller Engineering Employees, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisements; or (ii) take any action which is intended to induce any Seller Engineering Employee to leave his or her employ with Seller.
(d) Except as provided in the Transition Services Agreement, BCA shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, solicit the employment of any New Seller Engineering Employees without the prior written consent of Seller; provided, however, that Buyer shall not be in breach of its non-solicitation obligation under this Section 6.10(d) solely as a result of any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering Employees.
(e) If Buyer or Seller breaches any the restrictive covenants set forth in this Section 6.10, then the non-breaching Party shall have the following rights and remedies against the breaching Party, each of which shall be independent of the others and severally enforceable, and each of the following rights and remedies is in addition to, and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actions: (i) the right and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders and injunctions by any court of competent jurisdiction, it being agreed by the Parties that any breach of this Section 6.10 would cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching Party, and (ii) the right and remedy to collect from the breaching Party any such Losses incurred by the non-breaching Party as a result of enforcing this Section 6.10.
(f) Each Party agrees that, in the event a court of competent jurisdiction declares there has been a breach by such Party of this Section 6.10, that Barrack engages the term services of any Business Employee in connection with any business of CC following the Effective Date or in connection with the Permitted Activities engaged in by Barrack, Barrack shall pay a reasonable fee (based on such term or covenant so breached shall be automatically extended with respect Business Employee’s then current compensation and cost of providing benefits, relative to the amount of such Party Business Employee’s business time spent performing such services to Barrack) to the Company for a period the services of time of the violation from the date on which such breach ceasesBusiness Employee.
Appears in 1 contract
Non-Solicitation. (1) The Company will (i) immediately cease and cause to be terminated any activities, discussions or negotiations that may be ongoing with respect to an Acquisition Proposal, (ii) promptly request each Person that has heretofore executed a confidentiality agreement in connection with its consideration of acquiring the Company, any of its Subsidiaries or a material portion of their respective assets, return or destroy all non-public information heretofore furnished to such Person by or on behalf of it or any of its Subsidiaries and (iii) enforce and not waive (and cause its Subsidiaries to enforce and not waive) the terms of any such confidentiality agreement and any enforceable standstill agreement to which it (or any of its Subsidiaries) is a party relating to an actual or potential Acquisition Proposal. Except as expressly permitted by this Article 5 until the Effective Time or, if earlier, the termination of this Agreement in accordance with Article 7, the Company and its Subsidiaries will not, and the Company will not authorize or permit its and its Subsidiaries’ respective officers, members of the Company Board, employees, agents, advisors, investment bankers, legal counsel, accountants and other representatives (collectively, “Representatives”) to, directly or indirectly:
(a) Seller shall notsolicit, whether directly seek, initiate or indirectlyknowingly encourage, during facilitate or induce the period beginning on the Closing Date and ending on the second anniversary making of the Closing Date (such period, the “Restricted Period”), (i) solicit the employment of, or hire, including by way of furnishing any Initial Restricted Employee without the prior written consent of Buyer, provided, however, that Seller shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (ipublic information) solely as a result any inquiry, expression of any general solicitation advertisements interest, proposal or offer that are not targeted at any Initial Restricted Employeesconstitutes or may reasonably be expected to lead to, but Seller shall be prohibited from hiring any Initial Restricted Employees who respond to such general solicitation advertisements not targeted at the Initial Restricted Employees; or (ii) take any action which is intended to induce any Initial Restricted Employee to leave his or her employ with the Business.an Acquisition Proposal;
(b) Seller shall notengage or participate in any discussions or negotiations regarding any Acquisition Proposal, whether directly or indirectly, during provided that the Restricted Period solicit Company may ascertain facts from the employment Person making such Acquisition Proposal for the sole purpose of any Additional Restricted Employee without the prior written consent of Buyer; provided, however, Company Board informing itself about such Acquisition Proposal and the Person that Seller shall not be in breach of its non-solicitation obligation under this Section 6.10(b) solely as a result of any general solicitation advertisements that are not targeted at any Additional Restricted Employees and Seller shall not be prohibited from hiring any Additional Restricted Employees who respond to such general solicitation advertisements not targeted at the Additional Restricted Employees.made it;
(c) Except as provided (i) withhold, withdraw, modify or qualify, or publicly propose to withhold, withdraw, modify or qualify, the Company Board Recommendation, (ii) make, or permit any Representative of the Company or any of its Subsidiaries to make, any public statement in connection with the Transition Services Agreement, Boeing Commercial Airplanes (“BCA”) shall not, and Buyer shall not Company Meeting by or on behalf of BCA, whether directly or indirectly, during the Restricted Period, (i) solicit Company Board that would reasonably be expected to have the employment ofsame effect, or hire(iii) accept, approve, endorse or recommend, or publicly propose to accept, approve, endorse or recommend, any Seller Engineering Employees without Acquisition Proposal (the prior written consent of Seller, provided, however, that Buyer shall not be actions in breach of its non-solicitation obligation set forth in the foregoing this clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Seller Engineering Employeesc), but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisementsan “Adverse Recommendation Change”); or (ii) take any action which is intended to induce any Seller Engineering Employee to leave his or her employ with Seller.or
(d) Except as provided approve, endorse, recommend or enter into or publicly propose to approve, endorse, recommend or enter into, any agreement, any letter of intent, understanding or arrangement (other than a confidentiality agreement entered into in compliance with Section 5.2(1)(b)) relating to an Acquisition Proposal (an “Alternative Transaction Agreement”). It being understood that publicly taking no position or a neutral position with respect to a publicly announced, or otherwise publicly disclosed Acquisition Proposal for a period equal to the Transition Services Agreement, BCA shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, solicit the employment of any New Seller Engineering Employees without the prior written consent of Seller; provided, however, that Buyer shall Matching Period plus one (1) Business Day will not be considered to be in breach of its non-solicitation obligation under this Section 6.10(d) solely as a result of any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering Employees.
(e) If Buyer or Seller breaches any the restrictive covenants set forth in this Section 6.10, then the non-breaching Party shall have the following rights and remedies against the breaching Party, each of which shall be independent of the others and severally enforceable, and each of the following rights and remedies is in addition to, and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actions: (i) the right and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders and injunctions by any court of competent jurisdiction, it being agreed by the Parties that any breach violation of this Section 6.10 would cause irreparable injury to 5.1(1) provided the non-breaching Party Company Board has rejected such Acquisition Proposal and that money damages would not provide an adequate remedy to affirmed the non-breaching Party, and (ii) Company Board Recommendation before the right and remedy to collect from the breaching Party any such Losses incurred by the non-breaching Party as a result of enforcing this Section 6.10.
(f) Each Party agrees that, in the event a court of competent jurisdiction declares there has been a breach by such Party of this Section 6.10, the term of any such term or covenant so breached shall be automatically extended with respect to such Party for a period of time end of the violation from the date on which such breach ceasesMatching Period plus one (1) Business Day.
Appears in 1 contract
Non-Solicitation. (a) Seller shall not, whether directly or indirectly, during the For a period beginning on of twenty-four (24) months following the Closing Date and ending Date, neither Seller nor any of its Subsidiaries shall, or shall permit any of its officers, employees or any other Person acting on the second anniversary its or their behalf to, solicit or attempt to persuade any Buyer Covered Employee to terminate such employment to become an employee of the Closing Date (such periodSeller or any of its Subsidiaries; provided, the “Restricted Period”)however, that it is understood that this provision shall not prohibit: (i) solicit generalized solicitations by advertising and the like which are not directed to specific individuals or Buyer Covered Employees; (ii) solicitations or hiring of persons whose employment ofwas terminated by Buyer or its Subsidiaries; or (iii) solicitations or hiring of Buyer Covered Employees who have terminated their employment with Buyer at least three (3) months prior to such solicitation and hiring without any prior solicitation by Seller or its Subsidiaries.
(b) For a period of twenty-four (24) months following the Closing Date, neither Buyer nor any of its Subsidiaries (including the Company Group) shall, or hireshall permit any of its officers, employees or any Initial Restricted other Person acting on its or their behalf to, solicit or attempt to persuade any Seller Covered Employee without to terminate such employment to become an employee of Buyer or any Subsidiaries of Buyer (including the prior written consent of BuyerCompany Group), provided, however, that Seller it is understood that this provision shall not be in breach of its non-solicitation obligation set forth in the foregoing clause prohibit: (i) solely as a result of any general solicitation advertisements that generalized solicitations by advertising and the like which are not targeted at any Initial Restricted directed to specific individuals or Seller Covered Employees, but ; (ii) solicitations or hiring of persons whose employment was terminated by Seller shall be prohibited from hiring any Initial Restricted Employees who respond to such general solicitation advertisements not targeted at the Initial Restricted Employeesor its Subsidiaries; or (iiiii) take any action which is intended to induce any Initial Restricted Employee to leave his solicitations or her employ with the Business.
(b) hiring of Seller shall not, whether directly or indirectly, during the Restricted Period solicit the employment of any Additional Restricted Employee without the prior written consent of Buyer; provided, however, that Seller shall not be in breach of its non-solicitation obligation under this Section 6.10(b) solely as a result of any general solicitation advertisements that are not targeted at any Additional Restricted Employees and Seller shall not be prohibited from hiring any Additional Restricted Covered Employees who respond have terminated their employment with Seller or its Subsidiaries at least three (3) months prior to such general solicitation advertisements not targeted at the Additional Restricted Employeesand hiring without any prior solicitation by Seller or its Subsidiaries.
(c) Except as provided in For a period of twenty-four (24) months following the Transition Services AgreementClosing Date, Boeing Commercial Airplanes neither Buyer nor any of its Subsidiaries (“BCA”including the Company Group) shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, (i) solicit the employment ofshall, or hireshall cause any of its officers, employees or any other Person acting on its or their behalf to, solicit any Current Seller Engineering Employees without Customer to terminate its relationship with Seller or its Subsidiaries (other than the prior written consent Company Group) as such relationship exists on the Closing Date or enter into a new relationship with Buyer or any of Sellerits Affiliates (including the Company Group), in each case with respect to any Interactive Solutions, provided, however, that Buyer it is understood that this provision shall not be in breach prohibit solicitation of any Current Seller Customer that contacts Buyer or any of its non-Subsidiaries (including any Company Group Member) on its own initiative without any solicitation obligation set forth in the foregoing clause (i) solely as a result by or encouragement from Buyer or any of any general solicitation advertisements that are not targeted at any Seller Engineering Employees, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisements; or (ii) take any action which is intended to induce any Seller Engineering Employee to leave his or her employ with Sellerits Subsidiaries.
(d) Except as provided in the Transition Services Agreement, BCA shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, solicit the employment of any New Seller Engineering Employees without the prior written consent of Seller; provided, however, that Buyer shall not be in breach of its non-solicitation obligation under this Section 6.10(d) solely as a result of any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering Employees.
(e) If Buyer or Seller breaches any the restrictive covenants set forth in this Section 6.10, then the non-breaching Party shall have the following rights and remedies against the breaching Party, each of which shall be independent of the others and severally enforceable, and each of the following rights and remedies is in addition to, and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actions: (i) the right and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders and injunctions by any court of competent jurisdiction, it being agreed by the Parties that any breach For purposes of this Section 6.10 would cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching Party, and (ii) the right and remedy to collect from the breaching Party any such Losses incurred by the non-breaching Party as a result of enforcing this Section 6.10.
(f) Each Party agrees that, in the event a court of competent jurisdiction declares there has been a breach by such Party of this Section 6.10, the term of any such term or covenant so breached shall be automatically extended with respect to such Party for a period of time of the violation from the date on which such breach ceases.8.4:
Appears in 1 contract
Sources: Asset Contribution and Equity Purchase Agreement (West Corp)
Non-Solicitation. (i) Manager agrees that for a period of two (2) years following the Closing Date, Manager and the Investors will not directly or indirectly:
(a) Seller shall not, whether directly solicit (other than general solicitations through newspapers or indirectly, during the period beginning on the Closing Date and ending on the second anniversary other media of the Closing Date (such period, the “Restricted Period”), (i) solicit the employment ofgeneral circulation, or hirethe engagement of professional search firms, any Initial Restricted Employee without the prior written consent of Buyer, provided, however, that Seller shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at such employees) any Initial Restricted employees of Plaza or its Subsidiaries prior to the Closing (“Plaza Employees, but Seller shall be prohibited from hiring any Initial Restricted Employees who respond to such general solicitation advertisements not targeted at the Initial Restricted Employees; or (ii) take any action which is intended to induce any Initial Restricted Employee to leave his or her employ with the Business.
(b) Seller shall not, whether directly or indirectly, during the Restricted Period solicit the employment of any Additional Restricted Employee without the prior written consent of Buyer”); provided, however, that Seller the foregoing shall not be in breach apply to any Plaza Employee (1) who does not become an employee of PPBI or any of its non-solicitation obligation under this Section 6.10(b) solely as a result of Subsidiaries or is terminated by PPBI or any general solicitation advertisements that are not targeted at any Additional Restricted Employees and Seller shall not be prohibited from hiring any Additional Restricted Employees who respond to such general solicitation advertisements not targeted at the Additional Restricted Employees.
(c) Except as provided in the Transition Services Agreement, Boeing Commercial Airplanes (“BCA”) shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, (i) solicit the employment of, or hire, any Seller Engineering Employees without the prior written consent of Seller, provided, however, that Buyer shall not be in breach of its non-solicitation obligation set forth in Subsidiaries without cause on or after the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Seller Engineering Employees, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisementsClosing Date; or (ii2) take any action which whose employment terminated more than six months prior to the time that such Plaza Employee is intended to induce any Seller Engineering Employee to leave his or her employ with Seller.first solicited for employment following the Closing Date; or
(db) Except as knowingly (1) induce, persuade, encourage or influence or attempt to induce, persuade, encourage or influence any Person having a business relationship with Plaza or its Subsidiaries prior to the Closing Date, to discontinue, reduce or restrict such relationship with PPBI or its Subsidiaries after the Closing Date, provided that nothing herein shall prevent Manager from conducting or engaging in business with any Person who was not solicited in violation of Section 3(i)(b)(2), or (2) solicit or target the Transition Services deposits, loans or other products and services from or to Persons who were depositors, borrowers or customers of Plaza or its Subsidiaries on the date of this Agreement, BCA shall not, and Buyer shall not on behalf and/or as of BCAthe Closing Date, whether directly by personal contact, by telephone, by facsimile, by mail or indirectlyother form of solicitation or communication, during the Restricted Period, solicit the employment of or in any New Seller Engineering Employees without the prior written consent of Seller; provided, however, that Buyer shall not be in breach of its non-solicitation obligation under this Section 6.10(d) solely as a result of any other way except for general solicitation advertisements solicitations that are directed to the general public and not targeted at any New Seller Engineering Employees directed specifically to Persons who were depositors, borrowers or customers of Plaza or its Subsidiaries on the date of this Agreement, or as of the Closing Date. Notwithstanding the foregoing and Buyer for purposes of clarity, nothing herein shall not be prohibited prohibit the Manager or the Investors from hiring any New Seller Engineering Employees who respond exercising their discretion relating to such general solicitation advertisements not targeted at their business banking relationships. Notwithstanding the New Seller Engineering Employees.
(e) If Buyer foregoing or Seller breaches any anything to the restrictive covenants contrary contained herein, the parties hereto acknowledge and agree that the restrictions set forth in this Section 6.103 shall not apply to any affiliate, then representative, client or portfolio company of Manager.
(ii) The Manager acknowledges and agrees that the non-breaching Party shall have business conducted by Plaza and its Subsidiaries is highly competitive and that the following rights and remedies against covenants made by the breaching Party, each of which shall be independent of the others and severally enforceable, and each of the following rights and remedies is in addition to, and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actions: (i) the right and remedy to have the restrictive covenant Manager in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders 3 are made as a necessary inducement for PPBI to enter into the Merger Agreement and injunctions by any court to consummate the transactions contemplated thereby. It is the desire and intent of competent jurisdiction, it being agreed by the Parties parties to this letter agreement that any breach the provisions of this Section 6.10 would cause irreparable injury 3 shall be enforced to the non-breaching Party fullest extent permissible under the laws and public policies of each jurisdiction in which enforcement is sought. It is expressly understood and agreed that money damages would not provide an adequate remedy to although the non-breaching Party, Manager and (ii) PPBI each consider the right and remedy to collect from the breaching Party any such Losses incurred by the non-breaching Party as a result of enforcing restrictions contained in this Section 6.10.
(f) Each Party agrees that3 to be reasonable, in the event if a final determination is made by a court of competent jurisdiction declares there has been a breach by such Party or an arbitrator that the time or territory or any other restriction contained in this Section 3 is unenforceable against any party, the provisions of this Section 6.10, the term of any such term or covenant so breached 3 shall be automatically extended with respect deemed amended to apply as to such Party for a maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable.
(iii) The Manager acknowledges and agrees that the provisions of this Agreement are necessary to protect PPBI’s legitimate business interests and to protect the value of PPBI’s acquisition of Plaza.
(iv) The Manager will not, at any time during the two-year period referred to in Subsection 3(i) of time this Agreement, disparage PPBI, its Subsidiaries or any of its Affiliates, or the violation from the date on which such breach ceasesbusiness conducted by PPBI, its Subsidiaries or any of their Affiliates, or any stockholder, member, director, manager, officer, employee or agent of PPBI, its Subsidiaries or any of their Affiliates.
Appears in 1 contract
Sources: Investor Rights Agreement (Pacific Premier Bancorp Inc)
Non-Solicitation. (a) Seller shall notIn order that HCC and HBC may have and enjoy the full benefit of ownership of Focus and the business it conducts, whether directly or indirectlyincluding its goodwill, during following the Effective Time of the Merger, Representative agrees that for a period beginning on the Closing Date and ending on the second anniversary of twenty-four (24) months after the Closing Date (such period, the “Restricted Period”), (i) Representative will not take any affirmative action directly or indirectly to hire, attempt to hire, contact or solicit (other than general solicitations through newspapers or other media of general circulation not targeted at such employees) with respect to hiring, any person who was an employee of Focus or any of its respective Subsidiaries prior to the employment ofEffective Time of the Merger and who becomes an employee of HCC, HBC or any of their respective Subsidiaries in connection with the Merger, or hireinduce or otherwise counsel, advise or knowingly encourage any Initial Restricted Employee without such Person to leave the prior written consent employ of BuyerHCC, HBC or any of their respective Subsidiaries, provided, however, that Seller the foregoing shall not be in breach apply to any Person whose employment with HCC, HBC or any of its non-solicitation obligation set forth in their respective Subsidiaries was involuntarily terminated or whose employment terminated more than six (6) months prior to the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Initial Restricted Employeestime Representative first solicited such person for employment following the Closing Date, but Seller shall be prohibited from hiring any Initial Restricted Employees who respond to such general solicitation advertisements not targeted at the Initial Restricted Employees; or and (ii) take Representative will not directly or indirectly (A) induce, persuade, encourage or influence or attempt to induce, persuade, encourage or influence any action which is intended Person having a business relationship with HBC, HCC or any of its respective Subsidiaries, to induce discontinue, reduce or restrict such relationship or (B) solicit or target the deposits, loans or other products and services from or to Persons who were depositors, borrowers or customers of Focus on the date of this Agreement, and/or as of the Closing Date, whether by personal contact, by telephone, by facsimile, by mail or other form of solicitation or communication, or in any Initial Restricted Employee other way except for general solicitations that are directed to leave his the general public and not directed specifically to Persons who were depositors, borrowers or her employ with customers of Focus on the Businessdate of this Agreement, or as of the Closing Date.
(b) Seller shall notRepresentative acknowledges and agrees that the business conducted by Focus is highly competitive, whether directly or indirectly, during the Restricted Period solicit the employment a significant portion of any Additional Restricted Employee without the prior written consent of Buyer; provided, however, that Seller shall not be in breach of Focus’s competitiveness and its non-solicitation obligation under this Section 6.10(b) solely value as a result of any general solicitation advertisements that are not targeted at any Additional Restricted Employees going enterprise is derived from its workforce and Seller shall not be prohibited from hiring any Additional Restricted Employees who respond to such general solicitation advertisements not targeted at the Additional Restricted Employees.
(c) Except as provided in the Transition Services Agreement, Boeing Commercial Airplanes (“BCA”) shall notbusiness relationships, and Buyer shall not on behalf of BCA, whether directly or indirectly, during that the Restricted Period, (i) solicit the employment of, or hire, any Seller Engineering Employees without the prior written consent of Seller, provided, however, that Buyer shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Seller Engineering Employees, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisements; or (ii) take any action which is intended to induce any Seller Engineering Employee to leave his or her employ with Seller.
(d) Except as provided in the Transition Services Agreement, BCA shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, solicit the employment of any New Seller Engineering Employees without the prior written consent of Seller; provided, however, that Buyer shall not be in breach of its non-solicitation obligation under this Section 6.10(d) solely as a result of any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering Employees.
(e) If Buyer or Seller breaches any the restrictive covenants set forth made by Representative in this Section 6.102 are made in consideration of the Merger Consideration (as defined in the Merger Agreement) in exchange for Representative’s Focus Common Stock and, then if applicable, the non-breaching Party shall have payments of cash Representative will receive on account of certain options to purchase Focus Common Stock immediately prior to the following rights Merger, and remedies against as a necessary inducement for HCC and HBC to enter into the breaching Party, each Merger Agreement and consummate the transactions contemplated thereby. It is the desire and intent of which the parties to this Agreement that the provisions of this Section 2 shall be independent enforced to the fullest extent permissible under the laws and public policies of each jurisdiction in which enforcement is sought. It is expressly understood and agreed that, although Representative, HCC and HBC each consider the others and severally enforceable, and each of the following rights and remedies is in addition to, and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actions: (i) the right and remedy to have the restrictive covenant restrictions contained in this Section 6.10 specifically enforced against such breaching Party2 to be reasonable, including temporary restraining orders and injunctions if a final determination is made by any court of competent jurisdiction, it being agreed by the Parties that any breach of this Section 6.10 would cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching Party, and (ii) the right and remedy to collect from the breaching Party any such Losses incurred by the non-breaching Party as a result of enforcing this Section 6.10.
(f) Each Party agrees that, in the event a court of competent jurisdiction declares there has been a breach by such Party or an arbitrator that any restriction contained in this Section 2 is unenforceable against any party, the provisions of this Section 6.10, the term of any such term or covenant so breached 2 shall be automatically extended with respect deemed amended to apply to the maximum extent as such Party for a period court may judicially determine or indicate to be enforceable. Representative acknowledges that breach of time this Section 2 would cause HCC and HBC irreparable harm and consents to the entry of an injunction without bond in the violation from the date on which such event Representative breaches or threatens to breach ceasesthis Section 2.
Appears in 1 contract
Non-Solicitation. (a) Seller shall notIn the event Shareholder is not a Transferred Employee, whether Shareholder agrees that for a period of one (1) year following the Closing Date, Shareholder will not directly or indirectly, during the period beginning on the Closing Date and ending on the second anniversary of the Closing Date (such period, the “Restricted Period”), :
(i) solicit the employment of(other than general solicitations through newspapers or other media of general circulation, or hirethe engagement of professional search firms, any Initial Restricted Employee without the prior written consent of Buyer, provided, however, that Seller shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at such employees) any Initial Restricted employees of Severn or its Subsidiaries prior to the Closing (“Severn Employees, but Seller shall be prohibited from hiring any Initial Restricted Employees who respond to such general solicitation advertisements not targeted at the Initial Restricted Employees; or (ii) take any action which is intended to induce any Initial Restricted Employee to leave his or her employ with the Business.
(b) Seller shall not, whether directly or indirectly, during the Restricted Period solicit the employment of any Additional Restricted Employee without the prior written consent of Buyer”); provided, however, that Seller the foregoing shall not be in breach apply to any Severn Employee (Y) who does not become an employee of SHBI or any of its non-solicitation obligation under Subsidiaries or is terminated by SHBI or any of its Subsidiaries without cause on or after the Closing Date; or (Z) whose employment terminated more than six months prior to the time that such Severn Employee is first solicited for employment following the Closing Date (other than with respect to solicitations permitted by the terms of this Section 6.10(b6(a)(i)); or
(ii) solely knowingly (A) induce, persuade, encourage or influence or attempt to induce, persuade, encourage or influence any Person having a business relationship with Severn or its Subsidiaries prior to the Closing Date, to discontinue, reduce or restrict such relationship with SHBI or its Subsidiaries after the Closing Date, provided that nothing herein shall prevent Shareholder from conducting or engaging in business with any Person who was not solicited in violation of Section 6(a)(ii)(B), or (B) solicit or target the deposits, loans or other products and services from or to Persons who were depositors, borrowers or customers of Severn or its Subsidiaries on the date of this Agreement, and/or as of the Closing Date, whether by personal contact, by telephone, by facsimile, by mail or other form of solicitation or communication, or in any other way except for general solicitations that are directed to the general public and not directed specifically to Persons who were depositors, borrowers or customers of Severn or its Subsidiaries on the date of this Agreement, or as of the Closing Date. Notwithstanding the foregoing and for purposes of clarity, nothing herein shall prohibit the Shareholder from exercising Shareholder’s discretion relating to Shareholder’s personal and business banking relationships.
(b) Shareholder acknowledges and agrees that the business conducted by Severn and its Subsidiaries is highly competitive and that the covenants made by the Shareholder in this Section 6 are made as a result necessary inducement for SHBI to enter into the Merger Agreement and to consummate the transactions contemplated thereby. It is the desire and intent of the parties to this Agreement that the provisions of this Section 6 shall be enforced to the fullest extent permissible under the laws and public policies of each jurisdiction in which enforcement is sought. It is expressly understood and agreed that although Shareholder and SHBI each consider the restrictions contained in this Section 6 to be reasonable, if a final determination is made by a court of competent jurisdiction or an arbitrator that the time or territory or any general solicitation advertisements that are not targeted at other restriction contained in this Section 6 is unenforceable against any Additional Restricted Employees and Seller party, the provisions of this Section 6 shall not be prohibited from hiring any Additional Restricted Employees who respond deemed amended to apply as to such general solicitation advertisements not targeted at the Additional Restricted Employeesmaximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable.
(c) Except as provided in Shareholder acknowledges and agrees that the Transition Services Agreement, Boeing Commercial Airplanes (“BCA”) shall not, provisions of this Agreement are necessary to protect SHBI’s legitimate business interests and Buyer shall to protect the value of SHBI’s acquisition of Severn. Shareholder warrants that these provisions will not on behalf of BCA, whether directly or indirectly, during the Restricted Period, (i) solicit the employment of, or hire, any Seller Engineering Employees without the prior written consent of Seller, provided, however, that Buyer shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Seller Engineering Employees, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisements; or (ii) take any action which is intended to induce any Seller Engineering Employee to leave unreasonably interfere with his or her employ with Sellerability to earn a living or to pursue his or her occupation and the Shareholder has the means to support himself or herself and his or her dependents and the provisions of this Section 6 will not impair such ability in any manner whatsoever.
(d) Except as provided Shareholder will not, at any time during the one-year period referred to in the Transition Services Subsection 6(a) of this Agreement, BCA shall notdisparage SHBI, and Buyer shall not on behalf of BCA, whether directly its Subsidiaries or indirectly, during the Restricted Period, solicit the employment of any New Seller Engineering Employees without the prior written consent of Seller; provided, however, that Buyer shall not be in breach of its non-solicitation obligation under this Section 6.10(d) solely as a result Affiliates, or the business conducted by SHBI, its Subsidiaries or any of their Affiliates, or any general solicitation advertisements that are not targeted at stockholder, member, director, manager, officer, employee or agent of SHBI, its Subsidiaries or any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering Employeesof their Affiliates.
(e) If Buyer or Seller breaches any the restrictive covenants set forth in this Section 6.10, then the non-breaching Party shall have the following rights and remedies against the breaching Party, each of which shall be independent of the others and severally enforceable, and each of the following rights and remedies is in addition to, and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actions: (i) the right and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders and injunctions by any court of competent jurisdiction, it being agreed by the Parties that any breach of this Section 6.10 would cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching Party, and (ii) the right and remedy to collect from the breaching Party any such Losses incurred by the non-breaching Party as a result of enforcing this Section 6.10.
(f) Each Party agrees that, in the event a court of competent jurisdiction declares there has been a breach by such Party of this Section 6.10, the term of any such term or covenant so breached shall be automatically extended with respect to such Party for a period of time of the violation from the date on which such breach ceases.
Appears in 1 contract
Non-Solicitation. (ai) Seller The Target shall not, whether and, shall not permit its Subsidiaries to, or authorize any of its officers, directors, employees, agents, accountants, counsel, investment bankers, financial advisors and other representatives ("Representatives") to, (A) directly or indirectly, during initiate, solicit or encourage, or take any action to facilitate the period beginning on making of any Takeover Proposal (as defined below), or (B) directly or indirectly engage in negotiations or provide any Confidential Information or data to any person making a Takeover Proposal. Notwithstanding the Closing Date and ending on foregoing, prior to the second anniversary date of approval of the Closing Date (such periodMerger and this Agreement by the stockholders of the Target, the “Restricted Period”)Target shall be permitted to respond to a Takeover Proposal (by furnishing information and access to a third party or by participating in discussions and negotiations with a third party) if, and only if, (ix) solicit the employment ofboard of directors of the Target determines in good faith, or hire, any Initial Restricted Employee without the prior written consent after consulting with a financial advisor of Buyer, provided, howevernationally recognized standing, that Seller shall not the Takeover Proposal is reasonably likely to result in a Superior Proposal, (y) the board of directors of the Target determines, after consulting with its outside counsel, that failure to so respond would be reasonably likely to result in a breach of its non-solicitation obligation set forth in fiduciary duties to stockholders under applicable law and (z) the foregoing clause (i) solely as party making the Takeover Proposal executes a result of any general solicitation advertisements that are not targeted at any Initial Restricted Employees, but Seller shall be prohibited from hiring any Initial Restricted Employees who respond to such general solicitation advertisements not targeted at the Initial Restricted Employees; or customary standstill and confidentiality agreement.
(ii) take The Target shall promptly advise the Buyer orally and in writing of any action which is intended Takeover Proposal or any inquiry with respect to induce or that could reasonably be expected to lead to any Initial Restricted Employee to leave his Takeover Proposal, the identity of the Person making any such Takeover Proposal or her employ with inquiry and the Businessmaterial terms of any such Takeover Proposal or inquiry. The Target shall keep the Buyer fully informed of the status and material terms of any such Takeover Proposal or inquiry.
(biii) Seller The Target shall notimmediately cease and cause to be terminated all existing discussions and negotiations, whether directly or indirectlyif any, during the Restricted Period solicit the employment of any Additional Restricted Employee without the prior written consent of Buyer; provided, however, that Seller shall not be in breach of its non-solicitation obligation under this Section 6.10(b) solely as a result of any general solicitation advertisements that are not targeted at any Additional Restricted Employees and Seller shall not be prohibited from hiring any Additional Restricted Employees who respond to such general solicitation advertisements not targeted at the Additional Restricted Employees.
(c) Except as provided in the Transition Services Agreement, Boeing Commercial Airplanes (“BCA”) shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, (i) solicit the employment of, or hire, any Seller Engineering Employees without the prior written consent of Seller, provided, however, that Buyer shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Seller Engineering Employees, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisements; or (ii) take any action which is intended to induce any Seller Engineering Employee to leave his or her employ with Seller.
(d) Except as provided in the Transition Services Agreement, BCA shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, solicit the employment of any New Seller Engineering Employees without the prior written consent of Seller; provided, however, that Buyer shall not be in breach of its non-solicitation obligation under this Section 6.10(d) solely as a result of any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering Employees.
(e) If Buyer or Seller breaches any the restrictive covenants set forth in this Section 6.10, then the non-breaching Party shall have the following rights and remedies against the breaching Party, each of which shall be independent of the others and severally enforceable, and each of the following rights and remedies is in addition to, and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actions: (i) the right and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders and injunctions by any court of competent jurisdiction, it being agreed by the Parties that any breach of this Section 6.10 would cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching Party, and (ii) the right and remedy to collect from the breaching Party any such Losses incurred by the non-breaching Party as a result of enforcing this Section 6.10.
(f) Each Party agrees that, in the event a court of competent jurisdiction declares there has been a breach by such Party of this Section 6.10, the term of any such term or covenant so breached shall be automatically extended Persons conducted heretofore with respect to such Party for a period of time of the violation from the date on which such breach ceasesany Takeover Proposal.
Appears in 1 contract
Non-Solicitation. (a) Seller shall notFor a period of twelve (12) months following the Closing Date, (i) without the prior written consent of AIC or as explicitly permitted pursuant to Section 5.11(a) above, neither Buyer nor any of its Affiliates shall, whether directly or indirectly, during solicit for employment, employ or contract for the services of any Person who is employed by AIC or any of its Affiliates; and (ii) without the prior written consent of ▇▇▇▇, neither Buyer nor any of its Affiliates shall, whether directly or indirectly solicit for employment, employ or contract for the services of any Person who is employed by ▇▇▇▇ Buyer or any of its Subsidiaries (other than the Companies); provided, that nothing in this Section 5.12(a) shall prohibit Buyer or any of its Affiliates (including the Companies) from engaging in general solicitations not directed at such Persons or from soliciting, employing or contracting for the services of any such Person whose employment with or engagement by AIC and its Affiliates or with ▇▇▇▇ and its Subsidiaries (as applicable) has been terminated by AIC or the applicable Affiliate or by ▇▇▇▇ or the applicable Subsidiary (as applicable) or who has otherwise ceased to be employed or engaged by AIC or its Affiliates or by ▇▇▇▇ or its Subsidiaries (as applicable) for a period beginning on of at least six (6) months prior to the first contact by Buyer or any of its Affiliates with such Person.
(b) For a period of twelve (12) months following the Closing Date and ending on the second anniversary of the Closing Date (such periodDate, the “Restricted Period”), (i) solicit the employment of, or hire, any Initial Restricted Employee without the prior written consent of Buyer, providednone of the Seller Parties shall, howeverand each shall cause its respective Affiliates (including, that Seller shall with respect to ▇▇▇▇, any acquiror of ▇▇▇▇ or any of such acquiror’s Affiliates) not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Initial Restricted Employees, but Seller shall be prohibited from hiring any Initial Restricted Employees who respond to such general solicitation advertisements not targeted at the Initial Restricted Employees; or (ii) take any action which is intended to induce any Initial Restricted Employee to leave his or her employ with the Business.
(b) Seller shall notto, whether directly or indirectly, during solicit for employment, employ or contract for the Restricted Period solicit the employment services of any Additional Restricted Employee without the prior written consent of BuyerTransferred Employee; provided, however, provided that Seller shall not be in breach of its non-solicitation obligation under this Section 6.10(b) solely as a result of any general solicitation advertisements that are not targeted at any Additional Restricted Employees and Seller shall not be prohibited from hiring any Additional Restricted Employees who respond to such general solicitation advertisements not targeted at the Additional Restricted Employees.
(c) Except as provided in the Transition Services Agreement, Boeing Commercial Airplanes (“BCA”) shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, (i) solicit the employment of, or hire, any Seller Engineering Employees without the prior written consent of Seller, provided, however, that Buyer shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Seller Engineering Employees, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisements; or (ii) take any action which is intended to induce any Seller Engineering Employee to leave his or her employ with Seller.
(d) Except as provided in the Transition Services Agreement, BCA shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, solicit the employment of any New Seller Engineering Employees without the prior written consent of Seller; provided, however, that Buyer shall not be in breach of its non-solicitation obligation under this Section 6.10(d) solely as a result of any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering Employees.
(e) If Buyer or Seller breaches any the restrictive covenants set forth nothing in this Section 6.105.12(b) shall prohibit the Seller Parties or any of their Affiliates from engaging in general solicitations not directed at the Transferred Employees or from soliciting, then employing or contracting for the non-breaching Party shall have services of any Transferred Employee whose employment with or engagement by Buyer and its Affiliates (including the following rights and remedies against the breaching Party, each of which shall be independent of the others and severally enforceable, and each of the following rights and remedies is in addition to, and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actions: (iCompanies) the right and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders and injunctions by any court of competent jurisdiction, it being agreed by the Parties that any breach of this Section 6.10 would cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching Party, and (ii) the right and remedy to collect from the breaching Party any such Losses incurred by the non-breaching Party as a result of enforcing this Section 6.10.
(f) Each Party agrees that, in the event a court of competent jurisdiction declares there has been a breach terminated by such Party of this Section 6.10, Buyer or the term of any such term applicable Affiliate or covenant so breached shall who has otherwise ceased to be automatically extended with respect to such Party employed or engaged by Buyer or its Affiliates for a period of time at least six (6) months prior to the first contact by the Seller Parties or any of the violation from the date on which their Affiliates with such breach ceasesEmployee.
Appears in 1 contract
Non-Solicitation. (a) Seller shall not, whether directly or indirectly, during the [DELETED]
(b) For a period beginning of two (2) years commencing on the Closing Date and ending on the second anniversary of the Closing Date (such period, the “Restricted Period”), (i) solicit the employment of, or hire, any Initial Restricted Employee without the prior written consent of Buyer, provided, however, that Seller shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Initial Restricted Employees, but Seller shall be prohibited from hiring any Initial Restricted Employees who respond to such general solicitation advertisements not targeted at the Initial Restricted Employees; or (ii) take any action which is intended to induce any Initial Restricted Employee to leave his or her employ with the Business.
(b) Seller shall not, whether and shall not permit any of its Affiliates to, directly or indirectly, hire or solicit any person who was employed or otherwise engaged by Buyer at any time during the Restricted Period solicit one-year period prior to the Closing or during the Restrictive Period, or encourage any such employee to leave employment of any Additional Restricted Employee without the prior written consent of with Buyer; provided, however, that Seller shall not be in breach of its non-solicitation obligation under this Section 6.10(b) solely as a result of any general solicitation advertisements that are not targeted at any Additional Restricted Employees and Seller shall not be prohibited from hiring any Additional Restricted Employees who respond to such general solicitation advertisements not targeted at the Additional Restricted Employees.
(c) Except as provided in During the Transition Services AgreementRestricted Period, Boeing Commercial Airplanes (“BCA”) Buyer shall not, and Buyer shall not on behalf of BCApermit its Affiliates to, whether directly or indirectly, hire or solicit any person who was employed or otherwise engaged by Seller at the Facility at any time during the Restricted one-year period prior to the Closing or during the Restrictive Period, (i) solicit the employment of, or hire, encourage any Seller Engineering Employees without the prior written consent of Seller, provided, however, that Buyer shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Seller Engineering Employees, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisements; or (ii) take any action which is intended to induce any Seller Engineering Employee employee to leave his or her employ employment with Seller.
(d) Except as provided in Notwithstanding the Transition Services Agreement, BCA shall not, and Buyer shall not on behalf foregoing restrictions of BCA, whether directly or indirectly, during the Restricted Period, solicit the employment of any New Seller Engineering Employees without the prior written consent of Seller; provided, however, that Buyer shall not be in breach of its non-solicitation obligation under this Section 6.10(d) solely as a result of any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer 6.04, neither party shall not be prohibited from soliciting or hiring by means of a general advertisement not directed at any New Seller Engineering Employees who respond particular individual. Examples of permitted activities hereunder include job postings on the internet or through job search portals, contacts through job fairs, conventions or conferences, or instances where an employee responds to such general solicitation advertisements not targeted at any of the New Seller Engineering Employeesforegoing.
(e) If Buyer Each party acknowledges that a breach or Seller breaches any the restrictive covenants set forth in threatened breach of this Section 6.106.04 would give rise to irreparable harm to the other party, then for which monetary damages would not be an adequate remedy, and each party hereby agrees that, in the event of a breach or a threatened breach by such party or any of its Affiliates of any such obligations, the non-breaching Party shall have the following rights and remedies against the breaching Partyparty shall, each of which shall be independent of the others and severally enforceable, and each of the following rights and remedies is in addition to, to any and not in lieu of, any all other rights and remedies otherwise that may be available to it in respect of such non-breaching Party at Law breach, be entitled to seek equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond or to prove actual damages in equity for connection with the seeking to obtain any such actions: (i) injunctive or other equitable relief). Each party covenants and agrees that, subject to Section 9.13 hereof, it will not seek to challenge the right and remedy to have enforceability of the restrictive covenant covenants contained in this Section 6.10 specifically enforced against such breaching Party6.04, including temporary restraining orders and injunctions by nor will it assert as a defense to any court Action seeking enforcement of competent jurisdiction, it being agreed by the Parties that any breach of provisions contained in this Section 6.10 would cause irreparable injury 6.04 (including an Action seeking injunctive relief) that such provisions are not enforceable due to the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching Party, and (ii) the right and remedy to collect from the breaching Party any such Losses incurred lack of sufficient consideration received by the non-breaching Party as a result of enforcing this Section 6.10it.
(f) Each Party agrees thatparty acknowledges that the restrictions contained in this Section 6.04 are reasonable and necessary to protect the legitimate interests of the other party and constitute a material inducement to the other party to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 6.04 should ever be adjudicated to exceed the time, geographic, product or service or other limitations permitted by applicable Law in any jurisdiction, then, subject to Section 9.13 hereof, any court with jurisdiction afforded hereunder is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the event a court of competent jurisdiction declares there has been a breach maximum time, geographic, product or service or other limitations permitted by such Party of applicable Law. The covenants contained in this Section 6.10, the term 6.04 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such term covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant so breached shall be automatically extended with respect to such Party for a period of time of the violation from the date on which such breach ceasesor provision in any other jurisdiction.
Appears in 1 contract
Sources: Asset Purchase Agreement (Bellicum Pharmaceuticals, Inc)
Non-Solicitation. (a) Seller shall not, whether directly or indirectly, during For the period beginning commencing on the Closing Date and ending expiring on the second anniversary of the Closing Date thereof, Seller shall not, and shall cause its Subsidiaries not to, directly or indirectly (such period, the “Restricted Period”including through a Representative), (i) solicit, influence, entice or encourage (A) any Business Employee as of the Closing or (B) any employee of Parent or its Subsidiaries as of the date hereof or as of the Closing with whom Seller, its Subsidiaries or their respective Representatives (x) first became aware of in connection with the Business Transaction or (y) interacted with during the course of Parent’s or Purchaser’s due diligence performed on the Business and the Transferred Companies in connection with the Business Transaction, in each case, to cease his or her employment with Parent or its Subsidiaries, as applicable or (ii) solicit for employment or employ any such employee described in clause (i) (determined without regard to the reference to the Closing Date) whose employment ofwith Parent or its Subsidiaries has terminated, or hirefor a period of six (6) months following such termination, any Initial Restricted Employee in each case, without the prior written consent of Buyer, provided, however, that Seller shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Initial Restricted Employees, but Seller shall be prohibited from hiring any Initial Restricted Employees who respond to such general solicitation advertisements not targeted at the Initial Restricted Employees; or (ii) take any action which is intended to induce any Initial Restricted Employee to leave his or her employ with the BusinessPurchaser.
(b) Seller shall notFor the period commencing on the Closing Date and expiring on the second anniversary thereof, whether directly or indirectly, during the Restricted Period solicit the employment each of any Additional Restricted Employee without the prior written consent of Buyer; provided, however, that Seller shall not be in breach of its non-solicitation obligation under this Section 6.10(b) solely as a result of any general solicitation advertisements that are not targeted at any Additional Restricted Employees Parent and Seller shall not be prohibited from hiring any Additional Restricted Employees who respond to such general solicitation advertisements not targeted at the Additional Restricted Employees.
(c) Except as provided in the Transition Services Agreement, Boeing Commercial Airplanes (“BCA”) Purchaser shall not, and Buyer shall cause its respective Subsidiaries not on behalf of BCAto, whether directly or indirectly, during the Restricted Periodindirectly (including through a Representative), (i) solicit, influence, entice or encourage any employee of Seller or its Subsidiaries as of the Closing (A) who are not Business Employees and who are employed at (1) the ▇▇▇▇▇▇▇ Point site in Baltimore, Maryland or (2) the Baltimore Technical Facility or (B) with whom Parent, its Subsidiaries or their respective Representatives (x) first became aware of in connection with the Business Transaction or (y) interacted with during the course of Parent’s or Purchaser’s due diligence performed on the Business and the Transferred Companies in connection with the Business Transaction, in each case, to cease his or her employment with Seller or its Subsidiaries, as applicable or (ii) solicit the for employment of, or hire, employ any Seller Engineering Employees without the prior written consent of Seller, provided, however, that Buyer shall not be such employee described in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as (determined without regard to the reference to the Closing Date) whose employment with Seller or a result Subsidiary of any general solicitation advertisements that are not targeted at any Seller Engineering Employeeshas terminated, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond to for a period of six (6) months following such general solicitation advertisements; or (ii) take any action which is intended to induce any Seller Engineering Employee to leave his or her employ with Seller.
(d) Except as provided termination, in the Transition Services Agreementeach case, BCA shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, solicit the employment of any New Seller Engineering Employees without the prior written consent of Seller; provided, however, that Buyer this Section 5.14(b) shall not be apply with respect to any of the individuals set forth in breach Section 5.14(b) of the Seller Disclosure Letter, and Seller shall encourage such individuals to accept offers of employment from Purchaser or its non-solicitation obligation under this Section 6.10(d) solely as a result of any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering EmployeesAffiliates.
(ec) If Buyer Section 5.14(a) and Section 5.14(b) will not be deemed to prohibit the Parties or their respective Subsidiaries from (i) engaging in general media advertising or general employment solicitation that may be targeted to a particular geographic or technical area (other than advertising or general employment solicitation targeted only at Ashtabula, Ohio or the immediate vicinity) or (ii) engaging any recruiting firm or similar organization to identify or solicit persons for employment, if, in each case of clauses (i) and (ii), such activity is not targeted towards employees of the Transferred Companies, Parent or its Subsidiaries or Seller breaches any or its Subsidiaries, as applicable. For the restrictive covenants set forth avoidance of doubt, nothing in this Section 6.10, then the non-breaching Party shall have the following rights and remedies against the breaching Party, each of which 5.14(c) shall be independent interpreted to permit either Party to employ any Person in violation of the others and severally enforceable, and each of the following rights and remedies is in addition to, and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law Section 5.14(a) or in equity for such actions: Section 5.14(b).
(d) The Parties acknowledge that (i) the right provisions of Section 5.14(a) and remedy Section 5.14(b) are material inducements for Purchaser and Seller, respectively, to have the restrictive covenant in enter into this Section 6.10 specifically enforced against such breaching PartyAgreement, including temporary restraining orders and injunctions by any court of competent jurisdiction, it being agreed by the Parties that any breach of this Section 6.10 would cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching Party, and (ii) Purchaser and Seller would not enter into this Agreement without such restrictive provisions and (iii) such provisions are reasonable and necessary and that Purchaser and Seller will be irrevocably damaged if such covenants, respectively, are not specifically enforced. Accordingly, each of the right and remedy to collect from the breaching Party any such Losses incurred by the non-breaching Party as a result of enforcing this Section 6.10.
(f) Each Party Parties agrees that, in addition to any other relief or remedies available, each of Purchaser and Seller shall be entitled to seek and obtain an appropriate injunction or other equitable remedy from a Court for the event purposes of restraining the other Party from any actual or threatened breach of such covenants, and no bond or security will be required in connection therewith. It is the desire of the Parties that the restrictive provisions set forth in Section 5.14(a) and Section 5.14(b) be enforced to the fullest extent permissible under any applicable Law and public policies applied in each jurisdiction in which enforcement is sought. If a court Court declares that any term or provision of competent jurisdiction declares there has been a breach by such Party of this Section 6.105.14(a) or Section 5.14(b) is invalid or unenforceable, the term Parties agree that the Court making the determination of any invalidity or unenforceability shall have the power to (and the Parties shall request such Court to) reduce the scope, duration or area of the term or covenant so breached provision, to delete specific words or phrases, or to replace any invalid or enforceable 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 Section 5.14(a) and Section 5.14(b) shall be automatically extended with respect to such Party for a period of time enforceable as so modified after the expiration of the violation from time within which the date on which such breach ceasesjudgment may be appealed.
Appears in 1 contract
Non-Solicitation. (a) Seller shall not, whether directly or indirectlyUnless otherwise agreed to in writing by the Purchaser, during the period beginning on from and including the Closing Date and ending on date hereof to the second anniversary of date that is eighteen (18) months following the Closing Date (such period, the “Restricted Period”), neither the Seller nor any of its Subsidiaries will, directly or indirectly, on its own behalf or on behalf of any other Person, hire, employ, make an offer to hire or otherwise solicit for employment (icollectively, “Solicit” or “Solicitation”, as applicable) solicit (except, prior to the Closing, for the employment ofby the Reorganized Company in accordance with the terms of this Agreement) any person who is or was an employee of the Company (other than any Retained Employee) on or after August 15, or hire, any Initial Restricted Employee without the prior written consent of Buyer, 2017; provided, howeverthat from and after the date that is fifteen (15) months following the Closing Date, the Seller and its Subsidiaries shall be permitted to Solicit employees in accordance with Section 5.16(a) of the Disclosure Schedule; provided, further, that nothing in this Section 5.16(a) will be deemed to prohibit the Seller shall not be in breach or any of its non-Subsidiaries from engaging in general media advertising or solicitation obligation set forth in that may be targeted to a particular geographic or technical area but that is not specifically targeted towards employees of the foregoing clause (i) solely other party, so long as a result of the Seller and its Affiliates do not thereafter Solicit any general solicitation advertisements that are not targeted at any Initial such Company Employees during the Restricted Employees, but Seller shall be prohibited from hiring any Initial Restricted Employees who respond to such general solicitation advertisements not targeted at the Initial Restricted Employees; or (ii) take any action which is intended to induce any Initial Restricted Employee to leave his or her employ with the BusinessPeriod.
(b) Seller shall notUnless otherwise agreed to in writing by the Seller, whether during the Restricted Period, neither the Purchaser nor any of its Affiliates (including the Company) will, directly or indirectly, during the Restricted Period solicit the employment on its own behalf or on behalf of any Additional Restricted other Person, Solicit any person who is or was a Retained Employee without the prior written consent of Buyeron or after August 15, 2017; provided, however, that Seller shall not nothing in this Section 5.16(b) will be in breach deemed to prohibit the Purchaser or any of its non-Affiliates from engaging in general media advertising or solicitation obligation under this Section 6.10(b) solely that may be targeted to a particular geographic or technical area but that is not specifically targeted towards employees of the other party, so long as a result of the Purchaser and its Affiliates do not thereafter Solicit any general solicitation advertisements that are not targeted at any Additional such Retained Employees during the Restricted Employees and Seller shall not be prohibited from hiring any Additional Restricted Employees who respond to such general solicitation advertisements not targeted at the Additional Restricted EmployeesPeriod.
(c) Except as provided in The Parties acknowledge and agree that the Transition Services Agreement, Boeing Commercial Airplanes (“BCA”) shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, (i) solicit the employment of, or hire, any Seller Engineering Employees without the prior written consent of Seller, provided, however, that Buyer shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Seller Engineering Employees, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisements; or (ii) take any action which is intended to induce any Seller Engineering Employee to leave his or her employ with Seller.
(d) Except as provided in the Transition Services Agreement, BCA shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, solicit the employment of any New Seller Engineering Employees without the prior written consent of Seller; provided, however, that Buyer shall not be in breach of its non-solicitation obligation under this Section 6.10(d) solely as a result of any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering Employees.
(e) If Buyer or Seller breaches any the restrictive covenants set forth in this Section 6.10, then 5.16 are necessary for the non-breaching Party shall have the following rights and remedies against the breaching Party, reasonable protection of each of which shall be independent the Parties and are a material inducement for each of the others Parties to enter into this Agreement. The Parties acknowledge and severally enforceableagree that each of the Parties may not have an adequate remedy at law for any breach or threatened or attempted breach of the covenants and agreements set forth in in this Section 5.16, and each of the following rights and remedies is Parties shall, in addition to, and not in lieu of, any to the other rights and remedies otherwise that may be available to such non-breaching Party at Law it under this Agreement or in equity applicable Law, be entitled to equitable relief, including specific performance or injunctive relief for such actions: (i) the right and remedy to have enforcement of the restrictive covenant covenants set forth in this Section 6.10 specifically enforced against such breaching Party5.16. The Parties acknowledge and agree that the time, including temporary restraining orders scope and injunctions by any court geographic area of competent jurisdiction, it being agreed by the Parties that any breach of covenants set forth in this Section 6.10 would cause irreparable injury 5.16 are reasonable, and if any such covenant is held to be unenforceable by reason of time, scope or geographic area, then such covenant shall be interpreted to extend to the non-breaching Party maximum time, scope and that money damages would not provide an adequate remedy to the non-breaching Party, and (ii) the right and remedy to collect from the breaching Party any such Losses incurred geographic area for which it may be enforced as determined by the non-breaching Party as a result of enforcing this Section 6.10.
(f) Each Party agrees that, in the event a court of competent jurisdiction declares there has been by final determination, and such covenant shall only apply in its reduced form. In the event of a breach by such Party or violation of this Section 6.105.16, the term of any such term or covenant so breached Restricted Period shall be automatically extended tolled with respect to such Party the applicable covenant for a period the duration of time of the violation from the date on which such breach ceasesor violation.
Appears in 1 contract
Non-Solicitation. 1. IIS has invested significant resources in the hiring, education, development, and training of its employees. Accordingly, Client agrees that during the term of this Agreement, and for a period of twelve (12) months following the termination of this Agreement, Client will not directly or indirectly: (i) hire or employ any of IIS's employees, consultants, or staff; (ii) hire or employ any former employee of IIS unless such former employee has not been employed by IIS for at least six (6) months; (iii) make an offer to or solicit any of IIS's employees to terminate their employment with IIS; (iv) solicit or receive any services from any of IIS's employees excluding the services such employees are rendering to Client in connection with this Agreement; or (v) use, solicit, or receive the services of any former IIS employee if such employee leaves the employment of IIS and thereafter becomes employed by any third party that is rendering services to Client.
2. The parties agree that a breach of this provision will result in damages to IIS that are difficult to ascertain with certainty. Accordingly, in the event of a breach of this provision, IIS shall have the right to:
(a) Seller shall notApply for a temporary restraining order, whether directly temporary injunction, permanent injunction, or indirectly, during the period beginning on the Closing Date and ending on the second anniversary other provisional remedy (collectively "Provisional Remedy") in any court or forum of the Closing Date (such periodits choosing. If IIS does choose to commence an action in court, the “Restricted Period”), (i) solicit the employment of, or hire, any Initial Restricted Employee without the prior written consent of Buyer, provided, however, that Seller shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as parties waive their right to a result of any general solicitation advertisements that are not targeted at any Initial Restricted Employees, but Seller shall be prohibited from hiring any Initial Restricted Employees who respond to such general solicitation advertisements not targeted at the Initial Restricted Employees; or (ii) take any action which is intended to induce any Initial Restricted Employee to leave his or her employ with the Business.trial by jury;
(b) Seller shall not, whether directly or indirectly, during the Restricted Period solicit the employment Receive fixed monetary damages for violation of any Additional Restricted Employee without the prior written consent of Buyer; provided, however, that Seller shall not be in breach of its this non-solicitation obligation under this Section 6.10(bprovision in the amount of three (3) solely as a result of any general solicitation advertisements that are not targeted at any Additional Restricted Employees and Seller shall not be prohibited from hiring any Additional Restricted Employees who respond times the annual salary IIS was paying to such general solicitation advertisements not targeted at the Additional Restricted Employees.employee(s) before a violation of this provision was discovered by IIS;
(c) Except as provided in the Transition Services Agreement, Boeing Commercial Airplanes Collect all costs and damages associated with a violation of this provision within two (“BCA”2) shall not, and Buyer shall not on behalf weeks of BCA, whether directly a court's or indirectly, during the Restricted Period, (i) solicit the employment of, or hire, any Seller Engineering Employees without the prior written consent of Seller, provided, however, arbitrator's finding/order that Buyer shall not be in breach of its Client violated this non-solicitation obligation set forth provision (the "Finding"). The damages will be due even if there exists in such suit (or other action) issues that were not resolved by the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Seller Engineering Employees, but Buyer Finding. Such damages shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisements; provable by affidavit of an IIS officer or (ii) take any action which is intended to induce any Seller Engineering Employee to leave his or her employ employee with Seller.
(d) Except as provided in the Transition Services Agreement, BCA shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, solicit the employment of any New Seller Engineering Employees without the prior written consent of Seller; provided, however, that Buyer shall not pertinent knowledge. A Finding can be in breach of its non-solicitation obligation under this Section 6.10(d) solely as a result of any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering Employees.
(e) If Buyer or Seller breaches any the restrictive covenants set forth in this Section 6.10, then the non-breaching Party shall have the following rights and remedies against the breaching Party, each of which shall be independent of the others and severally enforceable, and each of the following rights and remedies is in addition to, and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actionsmade following: (i) the right and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders and injunctions by any court of competent jurisdiction, it being agreed by the Parties that any breach of this Section 6.10 would cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching Party, and evidentiary hearing; (ii) the right and remedy any motion to collect from the breaching Party dismiss; (iii) any such Losses incurred by the non-breaching Party as a result of enforcing this Section 6.10.
(f) Each Party agrees that, hearing in the event a court of competent jurisdiction declares there has been a breach by such Party of this Section 6.10, the term of any such term or covenant so breached shall be automatically extended connection with respect to such Party IIS's application for a period of Provisional Remedy; (iv) any motion for summary judgment; (v) a trial, arbitration, or other similar dispositive hearing; or (vi) at any other time of the violation from the date on which such breach ceasesafter suit is initiated by IIS.
Appears in 1 contract
Sources: Master Consulting Services Agreement (Integrated Information Systems Inc)
Non-Solicitation. (a) Seller shall not15.4.1 Each of the Sellers agrees and undertakes not to do any of the things set out in Clause 15.4.2, whether directly or indirectly, during the for a period beginning on the Closing Date and ending on the second anniversary of five years as from the Closing Date (such period, the “Restricted Non-Solicitation Period”), except with the Purchaser’s prior written consent (which consent shall not be unreasonably withheld or delayed), regardless of whether the Sellers are acting;
(i) solicit the employment ofdirectly or indirectly through Affiliated Companies, Related Individuals, or hireany other individuals, companies or other legal entities (excluding, for the avoidance of doubt, any Initial Restricted Employee without of Gilde’s investors, limited partners or portfolio companies, to which the prior written consent of Buyer, provided, however, that Seller shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Initial Restricted Employees, but Seller shall be prohibited from hiring any Initial Restricted Employees who respond to such general solicitation advertisements not targeted at the Initial Restricted Employees; or (ii) take any action which is intended to induce any Initial Restricted Employee to leave his or her employ with the Business.
(b) Seller shall not, whether directly or indirectly, during the Restricted Period solicit the employment of any Additional Restricted Employee without the prior written consent of Buyer; provided, however, that Seller shall not be in breach of its non-solicitation obligation under this Section 6.10(b) solely as a result of any general solicitation advertisements that are not targeted at any Additional Restricted Employees and Seller shall not be prohibited from hiring any Additional Restricted Employees who respond to such general solicitation advertisements not targeted at the Additional Restricted Employees.
(c) Except as provided in the Transition Services Agreement, Boeing Commercial Airplanes (“BCA”) shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, (i) solicit the employment of, or hire, any Seller Engineering Employees without the prior written consent of Seller, provided, however, that Buyer shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Seller Engineering Employees, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisements; or (ii) take any action which is intended to induce any Seller Engineering Employee to leave his or her employ with Seller.
(d) Except as provided in the Transition Services Agreement, BCA shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, solicit the employment of any New Seller Engineering Employees without the prior written consent of Seller; provided, however, that Buyer shall not be in breach of its non-solicitation obligation under this Section 6.10(d) solely as a result of any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering Employees.
(e) If Buyer or Seller breaches any the restrictive covenants undertakings set forth in this Section 6.10Clause 15.4 shall not be applicable);
(ii) in their own capacity or as a director, then manager, partner or shareholder of any company or any other legal entity, or as an employee, consultant or agent of any individual, company or other legal entity; or
(iii) in any other capacity and in any other manner whatsoever.
15.4.2 During the nonNon-breaching Party shall have the following rights and remedies against the breaching PartySolicitation Period, each of which shall be independent none of the others and severally enforceable, and each of the following rights and remedies is in addition to, and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actions: Sellers shall :
(i) induce or attempt to induce any employee of the right Company and/or the Subsidiaries to leave his employment with the Company and/or one of the Subsidiaries, or in any way interfere with the relationship between the Company and/or the Subsidiaries and remedy any of their employees;
(ii) recruit (or otherwise engage as an independent contractor or in any other capacity) any employee of the Company and/or the Subsidiaries unless such person has been recruited or engaged in the absence of any solicitation from the Sellers, provided that the placing of an advertisement for a post available to any member of the public generally shall not constitute a solicitation for the purposes of the provision; or
(iii) induce or attempt to induce any director of the Company or the Subsidiaries or any person having a consultancy or similar agreement with the Company or the Subsidiaries to leave his/her position with the Company or any of the Subsidiaries or to terminate his/her agreement with the Company or any of the Subsidiaries, or in any way interfere with the relationship between the Company or any of the Subsidiaries and any of their directors or any of the persons referred to in this paragraph.
15.4.3 The non-solicitation undertakings set out in the Clause 15.4 are geographically limited those countries where the Company conducts business or has plans to conduct business until the Closing Date as exhaustively listed in Schedule 15.4.3.
15.4.4 The Sellers acknowledge that the provisions of this Clause 15.4 are reasonable and necessary to protect the legitimate interests of the Purchaser. However, if any of the provisions of this Clause 15.4 shall ever be held to exceed the limitations in duration, geographical area or scope or other limitations permitted by applicable law, they shall not be nullified but the Parties shall be deemed to have agreed to such provisions as conform with the restrictive covenant in this Section 6.10 specifically enforced against such breaching Partymaximum permitted by applicable law, including temporary restraining orders and injunctions by any court of competent jurisdiction, it being agreed by the Parties that any breach provision of this Section 6.10 would cause irreparable injury Clause 15.4 exceeding such limitations shall be automatically amended accordingly.
15.4.5 If the Sellers infringed Clause 15.4, they shall pay to the non-breaching Party and Purchaser a lump sum not reducible of sixty thousand euro (EUR 60,000) per infringement, to be increased by six thousand euro (EUR 6,000) per day during which an infringement continues, without prejudice for the Purchaser to evidence that money damages would not provide an adequate remedy to its actual damage, loss and/or costs exceed the non-breaching Partyabovementioned amounts, and to seek in front of the courts (i) higher damages, and/or (ii) the right and remedy to collect from the breaching Party any such Losses incurred by the non-breaching Party as a result termination of enforcing this Section 6.10these infringements.
(f) Each Party agrees that, in the event a court of competent jurisdiction declares there has been a breach by such Party of this Section 6.10, the term of any such term or covenant so breached shall be automatically extended with respect to such Party for a period of time of the violation from the date on which such breach ceases.
Appears in 1 contract
Non-Solicitation. Employee acknowledges and agrees that Sarepta has invested substantial time, money and resources in the development of its Confidential Information and the development and retention of its customers, clients, collaborators, and employees. Employee further acknowledges that during the course of his/her employment, he/she may be introduced to customers, clients, and collaborators of Sarepta, and agrees that any “goodwill” associated with any customer, client, or collaborator belongs exclusively to Sarepta. In recognition of the foregoing, Employee specifically acknowledges and agrees that while he/she is employed by Sarepta and for a period of one (a1) Seller shall notyear after termination of such employment (for any reason, whether voluntary or involuntary) Employee will not directly or indirectlyindirectly in any position or capacity engage in the following activities for himself/herself or for any other person, business, corporation, partnership or other entity: call upon, solicit, divert, or accept, or attempt to solicit or divert any of Sarepta’s business or prospective business from any of Sarepta’s customers, clients, collaborators, or prospective customers, clients or collaborators with whom Employee had contact or whose dealings with Sarepta Employee coordinated or supervised or about whom Employee obtained Confidential Information, at any time during the two (2) year period beginning on prior to the Closing Date and ending on the second anniversary termination of the Closing Date (such periodEmployee’s employment, the “Restricted Period”), (i) solicit the employment of, or hire, any Initial Restricted unless Employee without the obtains prior written consent of Buyer, provided, however, that Seller shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Initial Restricted Employees, but Seller shall be prohibited from hiring any Initial Restricted Employees who respond to such general solicitation advertisements not targeted at the Initial Restricted EmployeesSarepta; or request, solicit, induce, hire (iior attempt or assist in doing any of these actions) take any action which is intended employee or other person (including consultants) who may have performed work or services for Sarepta within one (1) year prior to induce the termination of Employee’s employment with Sarepta to perform work or services for any Initial Restricted Employee to leave his person or her employ with the Businessentity other than Sarepta.
(b) Seller shall not3.7.1 EMPLOYEE ACKNOWLEDGES THAT THESE RESTRICTIONS SHALL APPLY AND BE BINDING REGARDLESS OF CHANGES IN EMPLOYEE’S POSITION, whether directly or indirectlyDUTIES, during the Restricted Period solicit the employment of any Additional Restricted Employee without the prior written consent of Buyer; providedGEOGRAPHIC LOCATION, however, that Seller shall not be in breach of its non-solicitation obligation under this Section 6.10(b) solely as a result of any general solicitation advertisements that are not targeted at any Additional Restricted Employees and Seller shall not be prohibited from hiring any Additional Restricted Employees who respond to such general solicitation advertisements not targeted at the Additional Restricted EmployeesRESPONSIBILITIES OR COMPENSATION DURING HIS/HER EMPLOYMENT.
(c) Except as provided in the Transition Services Agreement, Boeing Commercial Airplanes (“BCA”) shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, (i) solicit the employment of, or hire, any Seller Engineering Employees without the prior written consent of Seller, provided, however, that Buyer shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Seller Engineering Employees, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisements; or (ii) take any action which 3.7.2 If it is intended to induce any Seller Engineering Employee to leave his or her employ with Seller.
(d) Except as provided in the Transition Services Agreement, BCA shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, solicit the employment of any New Seller Engineering Employees without the prior written consent of Seller; provided, however, that Buyer shall not be in breach of its non-solicitation obligation under this Section 6.10(d) solely as a result of any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering Employees.
(e) If Buyer or Seller breaches any the restrictive covenants set forth in this Section 6.10, then the non-breaching Party shall have the following rights and remedies against the breaching Party, each of which shall be independent of the others and severally enforceable, and each of the following rights and remedies is in addition to, and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actions: (i) the right and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders and injunctions determined by any court of competent jurisdiction, it being agreed by the Parties that any breach of this Section 6.10 would cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching Party, and (ii) the right and remedy to collect from the breaching Party any such Losses incurred by the non-breaching Party as a result of enforcing this Section 6.10.
(f) Each Party agrees that, in the event a court of competent jurisdiction declares there has been a breach by such Party of in any state that any restriction in this Section 6.103.7 is excessive in duration or scope or is unreasonable or unenforceable under the laws of that state, it is the term of any such term or covenant so breached shall be automatically extended with respect to such Party for a period of time intention of the violation from Parties that such restriction may be modified or amended by the date on which such breach ceases.court to render it enforceable to the maximum extent permitted by the law of that state. 2947062.v11
Appears in 1 contract
Non-Solicitation. (a) Seller shall Each Member covenants and agrees with the other Member that, from the Closing Date and until one year following the earlier of the dissolution of the Company and the date that such Member Transfers all of its Interest to an un-Affiliated third party, such Member will not, whether directly or indirectly, during hire or retain or attempt to hire or retain or influence the period beginning on the Closing Date and ending on the second anniversary possible hiring or retaining by a third party of any person who is a managerial-level employee of the Closing Date (other Member the Company or Eastern OpCo, without first seeking and obtaining such period, the “Restricted Period”), (i) solicit the employment of, or hire, any Initial Restricted Employee without the Member’s prior written consent of Buyerauthorization, provided, however, that Seller shall not which may be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Initial Restricted Employees, but Seller shall be prohibited from hiring any Initial Restricted Employees who respond to such general solicitation advertisements not targeted at the Initial Restricted Employees; or (ii) take any action which is intended to induce any Initial Restricted Employee to leave his or her employ with the Business.
(b) Seller shall not, whether directly or indirectly, during the Restricted Period solicit the employment of any Additional Restricted Employee without the prior written consent of Buyerarbitrarily withheld; provided, however, that Seller shall the foregoing provision will not be in breach of its non-solicitation obligation under this Section 6.10(bprevent either Member from employing any such person who (a) solely as a has been terminated by the Company (provided that such termination is not the result of any interference, solicitation or other action by the Member seeking to hire such employee) or (b) responds to an advertisement or other general solicitation advertisements that for employment (which solicitations are not targeted at any Additional Restricted Employees and Seller shall not be prohibited from hiring any Additional Restricted Employees who respond to such general solicitation advertisements not specifically targeted at the Additional Restricted Employees.
(csuch other Member’s employees) Except as provided in through the Transition Services Agreementuse of media advertisements, Boeing Commercial Airplanes (“BCA”) professional search firms or otherwise. With respect to each Member, the Company shall not, from the Closing Date and Buyer shall not on behalf until one year following the earlier of BCAthe dissolution of the Company and the date such Member Transfers all of its Interest to an un-Affiliated third party, whether directly or indirectly, during hire or retain or attempt to hire or retain or influence the Restricted Periodpossible hiring or retaining by a third party of any person who is a managerial-level employee of a Member (excluding, (i) solicit in the employment ofcase of PDC, or hireemployees of Eastern OpCo), any Seller Engineering Employees without the first seeking and obtaining such Member’s prior written consent of Sellerauthorization, provided, however, that Buyer shall not which may be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Seller Engineering Employees, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisements; or (ii) take any action which is intended to induce any Seller Engineering Employee to leave his or her employ with Seller.
(d) Except as provided in the Transition Services Agreement, BCA shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, solicit the employment of any New Seller Engineering Employees without the prior written consent of Sellerarbitrarily withheld; provided, however, that Buyer shall the foregoing provision will not be in breach prevent the Company, upon approval of its non-solicitation obligation under this Section 6.10(dthe Board of Managers, from employing any such person who (a) solely as has been terminated by a Member (provided that such termination is not the result of any interference, solicitation or other action by the Company) or (b) responds to an advertisement or other general solicitation advertisements that for employment (which solicitations are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not specifically targeted at the New Seller Engineering Employeessuch Member’s employees) through the use of media advertisements, professional search firms or otherwise.
(e) If Buyer or Seller breaches any the restrictive covenants set forth in this Section 6.10, then the non-breaching Party shall have the following rights and remedies against the breaching Party, each of which shall be independent of the others and severally enforceable, and each of the following rights and remedies is in addition to, and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actions: (i) the right and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders and injunctions by any court of competent jurisdiction, it being agreed by the Parties that any breach of this Section 6.10 would cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching Party, and (ii) the right and remedy to collect from the breaching Party any such Losses incurred by the non-breaching Party as a result of enforcing this Section 6.10.
(f) Each Party agrees that, in the event a court of competent jurisdiction declares there has been a breach by such Party of this Section 6.10, the term of any such term or covenant so breached shall be automatically extended with respect to such Party for a period of time of the violation from the date on which such breach ceases.
Appears in 1 contract
Sources: Limited Liability Company Agreement (Petroleum Development Corp)
Non-Solicitation. (a) Seller Except as expressly provided in this Article 5, the Company shall not, whether and shall cause its Subsidiaries not to, directly or indirectly, during the period beginning on the Closing Date and ending on the second anniversary through any Representative of the Closing Date (such period, the “Restricted Period”), Company or of any of its Subsidiaries:
(i) solicit the employment solicit, initiate, knowingly encourage or otherwise knowingly facilitate (including by way of furnishing or providing copies of, access to, or hiredisclosure of, any Initial Restricted Employee confidential information, properties, facilities, books or records of the Company or any of its Subsidiaries) any inquiry, proposal or offer (whether public or otherwise) that constitutes or would reasonably be expected to constitute or lead to, an Acquisition Proposal;
(ii) enter into or otherwise engage, continue or participate in any discussions or negotiations with any Person (other than the Purchaser or any Person acting jointly or in concert with the Purchaser) regarding any Acquisition Proposal; provided that the Company may (A) provide a written response (with a copy to the Purchaser) to any Person for the purposes of clarifying the terms of any inquiry, proposal or offer made by such Person that constitutes or could reasonably be expected to constitute or lead to, an Acquisition Proposal, (B) advise any Person of the restrictions of this Agreement, and (C) advise any Person making an Acquisition Proposal that the Company Board has determined that such Acquisition Proposal does not constitute a Superior Proposal;
(iii) make a Change in Recommendation;
(iv) accept, approve, endorse or recommend, or publicly propose to accept, approve, endorse or recommend, any Acquisition Proposal (it being understood that publicly taking no position or a neutral position with respect to an Acquisition Proposal for a period of no more than five Business Days following the formal announcement or public disclosure of such Acquisition Proposal or, in the event that the Company Meeting is scheduled to occur within such five Business Day period, prior to the third Business Day prior to the date of the Company Meeting will not be considered to be in violation of this Section 5.1, provided the Company Board has rejected such Acquisition Proposal and affirmed the Company Board Recommendation before the end of such period); or
(v) accept or enter into, or publicly propose to accept or enter into, any Contract in respect of an Acquisition Proposal (other than a confidentiality and standstill agreement permitted by Section 5.3).
(b) The Company shall, and shall cause its Subsidiaries and its Representatives to, immediately cease and terminate, and cause to be terminated, any solicitation, encouragement, discussion, negotiation or other activities commenced prior to the date of this Agreement with any Person (other than the Purchaser, the Debt Financing Sources and the Equity Investors) with respect to any inquiry, proposal or offer that constitutes, or would reasonably be expected to constitute or lead to, an Acquisition Proposal, and in connection with such termination shall:
(i) immediately discontinue access to and disclosure of all of its confidential information, if any, to any such Person (including through any data room access or through granting access to any of its properties, facilities, books and records); and
(ii) within two Business Days of the date hereof, promptly request, and exercise all rights it has to require, (A) the return or destruction of all copies of any confidential information regarding the Company or any of its Subsidiaries provided to any Person other than the Purchaser since January 1, 2022 in connection with any Acquisition Proposal, and (B) the destruction of all material including or incorporating or otherwise reflecting such confidential information regarding the Company or any of its Subsidiaries, to the extent that such information has not previously been returned or destroyed, in each case using its commercially reasonable efforts to ensure that such requests are fully complied with in accordance with the terms of such rights.
(c) The Company covenants and agrees that (i) the Company shall take commercially reasonable action to enforce each confidentiality, standstill or similar agreement or restriction to which the Company or any of its Subsidiaries is a party or may hereafter become a party in accordance with Section 5.3, and (ii) neither the Company, nor any of its Subsidiaries nor any of their respective Representatives will, without the prior written consent of Buyerthe Purchaser (which consent may be withheld, providedconditioned or delayed in the Purchaser’s sole and absolute discretion), howeverrelease any Person from, that Seller shall not be in breach or waive, amend, suspend or otherwise modify such Person’s obligations with respect to the Company, or any of its non-solicitation obligation set forth in Subsidiaries, under any confidentiality, standstill or similar agreement or restriction to which the foregoing clause Company or any of its Subsidiaries is a party (i) solely it being acknowledged by the Purchaser that the automatic termination or release of any standstill restrictions as a result of any general solicitation advertisements that are not targeted at any Initial Restricted Employees, but Seller shall be prohibited from hiring any Initial Restricted Employees who respond to entering into and announcing this Agreement or otherwise in accordance with such general solicitation advertisements not targeted at the Initial Restricted Employees; or (ii) take any action which is intended to induce any Initial Restricted Employee to leave his or her employ with the Business.
(b) Seller shall not, whether directly or indirectly, during the Restricted Period solicit the employment of any Additional Restricted Employee without the prior written consent of Buyer; provided, however, that Seller restrictions shall not be in breach of its non-solicitation obligation under this Section 6.10(b) solely as a result of any general solicitation advertisements that are not targeted at any Additional Restricted Employees and Seller shall not be prohibited from hiring any Additional Restricted Employees who respond to such general solicitation advertisements not targeted at the Additional Restricted Employees.
(c) Except as provided in the Transition Services Agreement, Boeing Commercial Airplanes (“BCA”) shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, (i) solicit the employment of, or hire, any Seller Engineering Employees without the prior written consent of Seller, provided, however, that Buyer shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Seller Engineering Employees, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisements; or (ii) take any action which is intended to induce any Seller Engineering Employee to leave his or her employ with Seller.
(d) Except as provided in the Transition Services Agreement, BCA shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, solicit the employment of any New Seller Engineering Employees without the prior written consent of Seller; provided, however, that Buyer shall not be in breach of its non-solicitation obligation under this Section 6.10(d) solely as a result of any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering Employees.
(e) If Buyer or Seller breaches any the restrictive covenants set forth in this Section 6.10, then the non-breaching Party shall have the following rights and remedies against the breaching Party, each of which shall be independent of the others and severally enforceable, and each of the following rights and remedies is in addition to, and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actions: (i) the right and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders and injunctions by any court of competent jurisdiction, it being agreed by the Parties that any breach violation of this Section 6.10 would cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching Party, and (ii) the right and remedy to collect from the breaching Party any such Losses incurred by the non-breaching Party as a result of enforcing this Section 6.105.1(c)).
(f) Each Party agrees that, in the event a court of competent jurisdiction declares there has been a breach by such Party of this Section 6.10, the term of any such term or covenant so breached shall be automatically extended with respect to such Party for a period of time of the violation from the date on which such breach ceases.
Appears in 1 contract
Sources: Arrangement Agreement
Non-Solicitation. (a) Seller In consideration of the benefits of this Agreement to Inland Group, IREIC and the Manager Shareholders and in order to induce REIT to enter into this Agreement, each of Inland Group, IREIC and each Manager Shareholder hereby covenants and agrees that, from and after the Closing Date and until the fifth (5th) anniversary of the Closing Date, it shall not, whether and shall cause its Affiliates not to, directly or indirectly, during the period beginning on the Closing Date and ending on the second anniversary as an officer, director, employee, partner, stockholder, member, proprietor, consultant, joint venturer, investor or in any other capacity, hire or solicit to perform services (as an employee, consultant or otherwise) or take any actions which are intended to persuade any termination of association of any Service Employee (including employees of any respective Affiliates of the Closing Date (such period, the “Restricted Period”), (i) solicit the employment of, Service Providers performing services for or hire, any Initial Restricted Employee without the prior written consent of Buyer, provided, however, that Seller shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result on behalf of any general solicitation advertisements that are not targeted at Service Provider) with any Initial Restricted Employees, but Seller shall be prohibited from hiring any Initial Restricted Employees who respond to such general solicitation advertisements not targeted at of REIT or the Initial Restricted Employees; or (ii) take any action which is intended to induce any Initial Restricted Employee to leave his or her employ with the Business.
(b) Seller shall not, whether directly or indirectly, during the Restricted Period solicit the employment of any Additional Restricted Employee without the prior written consent of BuyerSurviving Corporations; provided, however, that Seller (i) general solicitations of employment published in a journal, newspaper or other publication of general circulation or listed on any internet job site and not specifically directed towards such employees shall not be in breach deemed to constitute solicitation for purposes of its non-solicitation obligation under this Section 6.10(b6.15; (ii) solely as a result any hiring of any general solicitation advertisements that are not targeted at Service Employee or any Additional Restricted Employees and Seller shall other person employed by REIT by Inland Group, IREIC or any Manager Shareholder will not be prohibited from where such hiring any Additional Restricted Employees who respond is not the result of a solicitation by the hiring party; and (iii) this covenant shall not apply to such general solicitation advertisements not targeted at the Additional Restricted Employeespersons listed on Schedule 6.15.
(cb) Except as provided In consideration of the benefits of this Agreement to REIT and in order to induce Inland Group, IREIC and the Transition Services Manager Shareholders to enter into this Agreement, Boeing Commercial Airplanes REIT hereby covenants and agrees that, from and after the Closing Date and until the fifth (“BCA”5th) anniversary of the Closing Date, it shall not, and Buyer shall cause its Affiliates not on behalf of BCAto, whether directly or indirectly, during the Restricted Periodas an officer, director, employee, partner, stockholder, member, proprietor, consultant, joint venturer, investor or in any other capacity, hire or solicit to perform services (ias an employee, consultant or otherwise) solicit the employment of, or hire, take any Seller Engineering Employees without the prior written consent actions which are intended to persuade any termination of Seller, provided, however, that Buyer shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result association of any general solicitation advertisements that are not targeted at employee of Inland Group or IREIC (including employees of any Seller Engineering Employees, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisements; respective Affiliates of Inland Group or (ii) take any action which is intended to induce any Seller Engineering Employee to leave his IREIC performing services for or her employ with Seller.
(d) Except as provided in the Transition Services Agreement, BCA shall not, and Buyer shall not on behalf of BCA, whether directly any Service Provider) with any of Inland Group or indirectly, during the Restricted Period, solicit the employment of any New Seller Engineering Employees without the prior written consent of SellerIREIC; provided, however, that Buyer (i) general solicitations of employment published in a journal, newspaper or other publication of general circulation or listed on any internet job site and not specifically directed towards such employees shall not be in breach deemed to constitute solicitation for purposes of its non-solicitation obligation under this Section 6.10(d6.15; (ii) solely as a result any hiring of any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall employee of Inland Group or IREIC by REIT will not be prohibited from where such hiring any New Seller Engineering Employees who respond is not the result of a solicitation by the hiring party; and (iii) this covenant shall not apply to such general solicitation advertisements not targeted at the New Seller Engineering Employeespersons listed on Schedule 6.15.
(ec) If Buyer or Seller breaches any Each of Inland Group, IREIC and each Manager Shareholder specifically acknowledges and agrees that the restrictive covenants time and activity restrictions set forth in this Section 6.106.15(a) are reasonable and properly required for the protection of REIT and the businesses being acquired, then and REIT specifically acknowledges and agrees that the non-breaching Party shall have time and activity restrictions set forth in Section 6.15(b) are reasonable and properly required for the following rights protection of Inland Group and remedies against the breaching PartyIREIC. However, each of which shall be independent Inland Group, IREIC, each Manager Shareholder and REIT further agrees that if any of the others and severally enforceable, and each provisions of the following rights and remedies is in addition to, and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actions: (i) the right and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders and injunctions 6.15 is found by any court of competent jurisdictionjurisdiction (or legally empowered agency) to be in violation of applicable Law or unenforceable for any reason whatsoever, then it being agreed by is the Parties intention of Inland Group, IREIC, each Manager Shareholder and REIT that such provision or provisions be deemed to be automatically amended to the extent necessary to comply with applicable Law and permit enforcement. If any breach of the provisions of this Section 6.10 would 6.15 shall be deemed by any court of competent jurisdiction (or legally empowered agency) to be wholly or partially invalid, such determination shall not affect the binding effect of the other provisions of this Section 6.15. REIT and Inland Group, IREIC and each Manager Shareholder agree that a monetary remedy for breach under this Section 6.15 shall be inadequate, and will be impracticable and extremely difficult to prove, and further agree (i) that a breach of Section 6.15(a) will cause REIT irreparable injury harm, and that, in addition to any other rights or remedies available to REIT, REIT is entitled to temporary and permanent injunctive relief without the non-breaching Party necessity of proving actual damages, with a bond or other form of security not being required and that money damages would not provide an adequate remedy to the non-breaching Party, specifically waived hereby and (ii) the right that a breach of Section 6.15(b) will cause Inland Group or IREIC, as applicable, irreparable harm, and remedy to collect from the breaching Party any such Losses incurred by the non-breaching Party as a result of enforcing this Section 6.10.
(f) Each Party agrees that, in addition to any other rights or remedies available to Inland Group or IREIC, as applicable, Inland Group or IREIC, as applicable, is entitled to temporary and permanent injunctive relief without the event necessity of proving actual damages, with a court bond or other form of competent jurisdiction declares there has been a breach by such Party of this Section 6.10, the term of any such term or covenant so breached shall be automatically extended with respect to such Party for a period of time of the violation from the date on which such breach ceasessecurity not being required and specifically waived hereby.
Appears in 1 contract
Sources: Merger Agreement (Inland Retail Real Estate Trust Inc)
Non-Solicitation. (a) Seller shall not, whether directly or indirectly, during From the period beginning on the Closing Date and ending on date of this Agreement through the second anniversary of the Closing Date (such periodDate, the “Restricted Period”)Sellers’ Representative agrees that it will not, (i) solicit the employment ofand will cause its Affiliates not to, or hire, any Initial Restricted Employee without the prior written consent of the Buyer, providedhire, however, that Seller shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Initial Restricted Employees, but Seller shall be prohibited from hiring any Initial Restricted Employees who respond offer to such general solicitation advertisements not targeted at the Initial Restricted Employees; hire or (ii) take any action which is intended to induce any Initial Restricted Employee to leave his or her employ with the Business.
(b) Seller shall not, whether directly or indirectly, during the Restricted Period solicit the employment of any Additional of the individuals set forth on Schedule I who are identified as holding options on such schedule (a “Restricted Employee without the prior written consent of BuyerEmployee”); provided, however, that Seller shall not be notwithstanding anything to the contrary contained in breach of its non-solicitation obligation under this Section 6.10(b8.16, the Sellers’ Representative may (without being deemed to have breached any provision of this Section 8.16), and may permit their Affiliates to, (a) solely as a result place public advertisements or conduct any other form of any general solicitation advertisements that are which is not specifically targeted at any Additional Restricted Employees and Employee (provided that Seller shall not be prohibited from hiring any Additional may only hire a Restricted Employees Employee Table of Contents who respond responds to such general solicitation advertisements or solicitation), (b) engage any recruiting firm or similar organization to identify or solicit individuals for employment, as long as such recruiting firm or organization is not targeted instructed by the Sellers’ Representative to target any Restricted Employee, or (c) other than pursuant to clause (i), hire any Restricted Employee at any time more than 90 days after the Additional Company Group terminates the employment of such Restricted EmployeesEmployee.
(cb) Except as provided in From the Transition Services Agreementdate of this Agreement through the second anniversary of the Closing Date, Boeing Commercial Airplanes (“BCA”) shall each Seller agrees that such Seller will not, and Buyer shall will cause its respective Affiliates not on behalf of BCAto, whether knowingly, directly or indirectly, during the Restricted Period, (i) solicit the employment ofsolicit, induce, or hireattempt to solicit or induce, any Seller Engineering Employees without franchisees, developers, suppliers or landlords of the prior written consent Company Group (each a “Supplier”) to terminate his, her or its respective relationship with the Company Group, as the case may be, for the purpose of Sellerassociating with or becoming a franchisee, provideddeveloper, howeversupplier or landlord to either of the Sellers or their respective Affiliates, that Buyer shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Seller Engineering Employees, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisements; or (ii) take any action which is intended otherwise knowingly solicit, induce, or attempt to induce any Seller Engineering Employee to leave his solicit or her employ with Seller.
(d) Except as provided in the Transition Services Agreement, BCA shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, solicit the employment of any New Seller Engineering Employees without the prior written consent of Seller; provided, however, that Buyer shall not be in breach of its non-solicitation obligation under this Section 6.10(d) solely as a result of any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering Employees.
(e) If Buyer or Seller breaches any the restrictive covenants set forth in this Section 6.10, then the non-breaching Party shall have the following rights and remedies against the breaching Party, each of which shall be independent of the others and severally enforceable, and each of the following rights and remedies is in addition to, and not in lieu ofinduce, any such Supplier to terminate his, her or its respective relationship with the Company Group for any other rights and remedies otherwise available to such non-breaching Party at Law purpose or in equity for such actions: (i) the right and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders and injunctions by any court of competent jurisdiction, it being agreed by the Parties that any breach of this Section 6.10 would cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching Party, and (ii) the right and remedy to collect from the breaching Party any such Losses incurred by the non-breaching Party as a result of enforcing this Section 6.10no purpose whatsoever.
(f) Each Party agrees that, in the event a court of competent jurisdiction declares there has been a breach by such Party of this Section 6.10, the term of any such term or covenant so breached shall be automatically extended with respect to such Party for a period of time of the violation from the date on which such breach ceases.
Appears in 1 contract
Non-Solicitation. From the date of this Agreement until the date that is [***] after the Closing Date:
(a) the Seller and Parent shall not, whether and shall cause their respective controlled Affiliates not to, directly or indirectly, during the period beginning on the Closing Date and ending on the second anniversary of the Closing Date (such period, the “Restricted Period”)solicit for employment or hire any individuals who are, (i) solicit the employment of, or hire, any Initial Restricted Employee without the prior written consent of Buyer, provided, however, that Seller shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Initial Restricted Employeestime from the date of this Agreement until the date that is [***] after the Closing Date, but Seller shall be prohibited from hiring any Initial Restricted Employees who respond to such general solicitation advertisements not targeted at employees of the Initial Restricted Employees; Company in an [***] or (ii) take any action which is intended to induce any Initial Restricted Employee to leave his employees of the Buyer or her employ its Affiliates with whom such Persons first came into contact in connection with the Business.negotiation and execution of this Agreement and the consummation of the transactions contemplated hereby; and
(b) Seller the Buyer shall not, whether and shall cause its controlled Affiliates (including the Company) not to, directly or indirectly, during the Restricted Period solicit the for employment of or hire any Additional Restricted Employee without the prior written consent of Buyer; provided, however, that Seller shall not be in breach of its non-solicitation obligation under this Section 6.10(b) solely as a result of any general solicitation advertisements that are not targeted at any Additional Restricted Employees and Seller shall not be prohibited from hiring any Additional Restricted Employees individuals who respond to such general solicitation advertisements not targeted at the Additional Restricted Employees.
(c) Except as provided in the Transition Services Agreement, Boeing Commercial Airplanes (“BCA”) shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Periodare, (i) solicit the employment of, or hire, any Seller Engineering Employees without the prior written consent of Seller, provided, however, that Buyer shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Seller Engineering Employeestime from the date of this Agreement until the date that is [***] after the Closing Date, but Buyer shall employees of the Company to be prohibited from hiring any Seller Engineering Employee who respond transferred to such general solicitation advertisements; Holdco or Olive in connection with the Restructuring Transactions that hold an [***] or (ii) take employees of Parent, the Seller or their Affiliates (including any action which is intended employees of the Company to induce any Seller Engineering Employee be transferred to leave his Holdco or her employ Olive in connection with Seller.
the Restructuring Transactions) with whom such Persons first came into contact in connection with the negotiation and execution of this Agreement and the consummation of the transactions contemplated hereby; provided that the foregoing restrictions in clauses (da) Except as provided in the Transition Services Agreement, BCA shall not, and Buyer (b) shall not on behalf of BCA, whether directly prohibit any Party or indirectly, during the Restricted Period, solicit the employment of their respective Affiliates from (A) hiring any New Seller Engineering Employees without the prior written consent of Seller; provided, however, that Buyer shall not be in breach of its non-solicitation obligation under this Section 6.10(d) solely as such employees who responds to a result of any general solicitation advertisements that are to the public or general advertising or solicitation by search firms not targeted specifically directed at any New Seller Engineering Employees and Buyer shall not be prohibited from such employees or (B) soliciting or hiring any New Seller Engineering Employees employee who respond has ceased to be employed or retained by any Party at least [***] prior to such general solicitation advertisements not targeted at the New Seller Engineering Employeessolicitation. Table of Contents THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
(e) If Buyer or Seller breaches any the restrictive covenants set forth in this Section 6.10, then the non-breaching Party shall have the following rights and remedies against the breaching Party, each of which shall be independent of the others and severally enforceable, and each of the following rights and remedies is in addition to, and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actions: (i) the right and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders and injunctions by any court of competent jurisdiction, it being agreed by the Parties that any breach of this Section 6.10 would cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching Party, and (ii) the right and remedy to collect from the breaching Party any such Losses incurred by the non-breaching Party as a result of enforcing this Section 6.10.
(f) Each Party agrees that, in the event a court of competent jurisdiction declares there has been a breach by such Party of this Section 6.10, the term of any such term or covenant so breached shall be automatically extended with respect to such Party for a period of time of the violation from the date on which such breach ceases.
Appears in 1 contract
Sources: Limited Liability Company Interest Purchase Agreement (Oxford Immunotec Global PLC)
Non-Solicitation. (a) Seller This Paragraph 4 shall apply to you at any time that you hold the title of Vice President or higher.
(b) You agree that, during your employment and for a period of twelve (12) months from the date your employment terminates for any reason, you will not, whether directly or indirectly, during the period beginning on the Closing Date and ending on the second anniversary of the Closing Date (such period, the “Restricted Period”), (i) solicit the employment of, or hire, any Initial Restricted Employee without the prior written consent of Buyerthe Company or your Employer, providedalone or together with other persons, howeveron your own account or in partnership or conjunction with, that Seller shall not be in breach through or on behalf of its non-solicitation obligation set forth in the foregoing clause any agents, affiliates, intermediaries, joint ventures or alliances: (i) solely as canvass or solicit, directly or indirectly (other than through a result of any general solicitation advertisements that are is not targeted at specifically directed to non-officers of the Company or any Initial of its Subsidiaries) in the Restricted EmployeesArea (as defined in Paragraph 6), but Seller shall the employment or engagement of, hire or employ, recruit, or in any way assist another in soliciting or recruiting the employment or engagement of, or otherwise induce or seek to induce the resignation of, any person who then or within the preceding twelve (12) months of the resignation, was an officer or office-holder of the Company or any of its Subsidiaries (excluding any such officer whose employment was involuntarily terminated); (ii) induce or seek to induce any officer or office-holder to be prohibited from hiring interested directly or indirectly in any Initial Restricted Employees who respond to Business (as defined in Paragraph 6) within the Restricted Area (as defined in Paragraph 6), whether or not such general solicitation advertisements not targeted at the Initial Restricted Employeesperson would thereby commit any breach of his contract of service or employment; or (iiiii) take any action which is intended to induce any Initial Restricted Employee to leave his canvass, entice away, or her employ with engage in the Business.
(b) Seller shall not, whether directly or indirectly, during Solicitation of the Restricted Period solicit Business (as defined in Paragraph 6) in the employment Restricted Area (as defined in Paragraph 6), of any Additional Client in the Restricted Employee without Area (as defined in Paragraph 6), or any Client whom you have personally or directly dealt with in the prior written consent (twelve) 12 months preceding the termination of Buyer; provided, however, that Seller shall not be in breach your employment (or if the period of its non-solicitation obligation under this Section 6.10(b) solely as a result of any general solicitation advertisements that are not targeted at any Additional Restricted Employees and Seller shall not be prohibited from hiring any Additional Restricted Employees who respond to such general solicitation advertisements not targeted at the Additional Restricted Employees.the
(c) Except as provided Paragraph 4(b)(i) above shall be deemed to exclude the words “hire or employ” if your work location is in the Transition Services Agreement, Boeing Commercial Airplanes (“BCA”) shall notCalifornia or New York, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, (i) solicit the employment of, or hire, any Seller Engineering Employees without the prior written consent of Seller, provided, however, that Buyer shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Seller Engineering Employees, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisements; or (ii) take any action which is intended to induce any Seller Engineering Employee to leave his or her employ with Sellerconstrued and administered accordingly.
(d) Except as provided in For purposes of this Paragraph 4, “officer” shall include any person holding a position title of Assistant Vice President or higher. Notwithstanding the Transition Services Agreementforegoing, BCA shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, solicit the employment of any New Seller Engineering Employees without the prior written consent of Seller; provided, however, that Buyer shall not be in breach of its non-solicitation obligation under this Section 6.10(d) solely as a result of any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering Employees.
(e) If Buyer or Seller breaches any the restrictive covenants set forth in this Section 6.10, then the non-breaching Party shall have the following rights and remedies against the breaching Party, each of which Paragraph 4 shall be independent of the others and severally enforceable, and each of the inapplicable following rights and remedies is a Change in addition to, and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actions: (i) the right and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders and injunctions by any court of competent jurisdiction, it being agreed by the Parties that any breach of this Section 6.10 would cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching Party, and (ii) the right and remedy to collect from the breaching Party any such Losses incurred by the non-breaching Party as a result of enforcing this Section 6.10Control.
(f) Each Party agrees that, in the event a court of competent jurisdiction declares there has been a breach by such Party of this Section 6.10, the term of any such term or covenant so breached shall be automatically extended with respect to such Party for a period of time of the violation from the date on which such breach ceases.
Appears in 1 contract
Sources: Restricted Stock Unit Award Agreement (State Street Corp)
Non-Solicitation. (a) Seller shall not, whether and shall cause its Affiliates not to, directly or indirectly, during until the period beginning on date that is twelve (12) months following the Closing Date and ending on the second anniversary Date, hire, solicit, recruit, request, cause, induce or encourage to leave their employment (such conduct is collectively referred to as “solicitation”) any employees of the Closing Date Business or Seller or any persons who left their employment in connection with the Business or ceased working for Seller or at the Business or the Property in the aforementioned capacity less than six (such period6) months prior to the solicitation, except for those individuals listed in Section 7.19(a) of the “Restricted Period”), (i) solicit the employment of, or hire, any Initial Restricted Employee without the prior written consent of Buyer, provided, however, that Seller Disclosure Letter. The immediately preceding sentence shall not be in breach of its non-solicitation obligation set forth in the foregoing clause apply to (ix) solely as a result of any general solicitation advertisements that are not targeted at any Initial Restricted Employees, but Seller shall be prohibited from hiring any Initial Restricted Employees who respond to of the public for employment so long as such general solicitation advertisements is not targeted at to any employee, manager or officer of Buyer or any Person or category of Persons referred to in the Initial Restricted Employees; immediately preceding sentence, (y) the hiring, soliciting, recruiting or other such action of any Person who responds to such a general solicitation described in the preceding clause (x), or (iiz) take the hiring of any action which is intended Person who initiates contact with Seller or any of Seller’s Affiliates regarding such employment without any encouragement or solicitation by Seller or any of Seller’s Affiliates prior to induce any Initial Restricted Employee to leave his or her employ with the Businesssuch Person’s initial contact.
(b) Seller shall not, whether and shall cause its Affiliates not to, directly or indirectly, during communicate, regardless of means, with any Person whose information appears on the Restricted Period solicit Customer Database (other than those Persons who are also customers of Ruidoso Downs and whose names also appear in the employment customer records of any Additional Restricted Employee without Ruidoso Downs, kept in the Ordinary Course of Business thereof, as of a date that is prior written consent of Buyerto August 7, 2006); provided, however, that nothing in this Agreement shall prevent Seller shall not be in breach or any of its non-solicitation obligation under this Section 6.10(bAffiliates from marketing to any Person in the Customer Database who (x) solely as a result of any general solicitation advertisements that are not targeted initiates gaming or racing activities at any Additional Restricted Employees of the other properties or facilities of Seller or any of its Affiliates, including Ruidoso Downs, and Seller shall not be prohibited from hiring any Additional Restricted Employees who respond prior to such activities, Seller has not breached the terms of this Agreement with respect to such Person, or (y) is contacted by Seller or its Affiliates as part of a general solicitation advertisements not targeted at marketing campaign without use of the Additional Restricted EmployeesCustomer Information.
(c) Except as provided in the Transition Services AgreementIf this Agreement is terminated pursuant to Section 9.1 hereof, Boeing Commercial Airplanes (“BCA”Section 7.19(a) hereof and Section 7.19(b) hereof shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, (i) solicit the employment of, or hire, any Seller Engineering Employees without the prior written consent of Seller, provided, however, that Buyer shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Seller Engineering Employees, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisements; or (ii) take any action which is intended to induce any Seller Engineering Employee to leave his or her employ with Seller.
(d) Except as provided in the Transition Services Agreement, BCA shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, solicit the employment of any New Seller Engineering Employees without the prior written consent of Seller; provided, however, that Buyer shall not be in breach of its non-solicitation obligation under this Section 6.10(d) solely as a result of any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering Employees.
(e) If Buyer or Seller breaches any the restrictive covenants set forth in this Section 6.10, then the non-breaching Party shall have the following rights and remedies against the breaching Party, each of which shall be independent of the others and severally enforceable, and each of the following rights and remedies is in addition to, and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actions: (i) the right and remedy cease to have the restrictive covenant in this Section 6.10 specifically enforced against any force or effect upon and following such breaching Party, including temporary restraining orders and injunctions by any court of competent jurisdiction, it being agreed by the Parties that any breach of this Section 6.10 would cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching Party, and (ii) the right and remedy to collect from the breaching Party any such Losses incurred by the non-breaching Party as a result of enforcing this Section 6.10termination.
(f) Each Party agrees that, in the event a court of competent jurisdiction declares there has been a breach by such Party of this Section 6.10, the term of any such term or covenant so breached shall be automatically extended with respect to such Party for a period of time of the violation from the date on which such breach ceases.
Appears in 1 contract
Sources: Asset Purchase Agreement (Penn National Gaming Inc)
Non-Solicitation. For a period from and after the date hereof until the earlier of date that is sixty (a60) Seller months after the date on which Intrepid and its affiliates no longer own any equity interests in SN EF UnSub, LP and SN EF UnSub GP, LLC (collectively, the “Operating Companies”), unless the ▇▇▇▇▇▇▇ Parties’ provide prior written consent, Intrepid shall not, whether and Intrepid shall cause its controlled affiliates (including all private equity funds, portfolio companies, parallel investment entities, and alternative investment entities owned, managed or controlled by Intrepid) not to, directly or indirectly, during the period beginning on the Closing Date and ending on the second anniversary of the Closing Date (such period, the “Restricted Period”), (i) solicit solicit, induce or encourage any employee or officer of the ▇▇▇▇▇▇▇ Parties or any of their respective affiliates to leave their respective positions of employment ofwith any ▇▇▇▇▇▇▇ Party or any of their respective affiliates, (ii) hire or hireemploy any of such employees or officers, whether as a consultant or otherwise or (iii) hire or employ any Initial Restricted Employee without the prior written consent such former employee or officer, whether as a consultant or otherwise, within six (6) months of Buyer, such person’s final employment date with a ▇▇▇▇▇▇▇ Party or any of their respective affiliates; provided, howeverthat the foregoing shall not preclude Intrepid or any of its controlled affiliates from soliciting for employment or hiring any such employee, that Seller agent or contractor who has been terminated (and not rehired) by a ▇▇▇▇▇▇▇ Party or any of their respective affiliates. References to a “controlled affiliate" of Intrepid in the first sentence of this Section 1 shall constitute a reference to affiliates in which Intrepid or its controlled affiliates have the power to direct or cause the direction of the management of policies of such affiliate, whether through the ownership of voting securities, by contract, the right to designate the majority of the board of directors or managers of such affiliated entities or otherwise; provided that, for purposes of clarity, Intrepid shall not be deemed to control any affiliate (and shall not have any liability if such affiliate acts in breach contravention of the foregoing restrictions) if Intrepid does not have the right to appoint the majority of the the board of directors or managers of such affiliate or does not otherwise have the authority, whether by contract or virtue of its non-equity ownership in such affiliate, to cause such affiliate to make decisions regarding the solicitation obligation set forth in the foregoing clause (i) solely as a result or hiring of any general solicitation advertisements that are not targeted at any Initial Restricted Employees, but Seller shall be prohibited from hiring any Initial Restricted Employees who respond to such general solicitation advertisements not targeted at the Initial Restricted Employees; or (ii) take any action which is intended to induce any Initial Restricted Employee to leave his or her employ with the Businesspersons.
(b) Seller shall not, whether directly or indirectly, during the Restricted Period solicit the employment of any Additional Restricted Employee without the prior written consent of Buyer; provided, however, that Seller shall not be in breach of its non-solicitation obligation under this Section 6.10(b) solely as a result of any general solicitation advertisements that are not targeted at any Additional Restricted Employees and Seller shall not be prohibited from hiring any Additional Restricted Employees who respond to such general solicitation advertisements not targeted at the Additional Restricted Employees.
(c) Except as provided in the Transition Services Agreement, Boeing Commercial Airplanes (“BCA”) shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, (i) solicit the employment of, or hire, any Seller Engineering Employees without the prior written consent of Seller, provided, however, that Buyer shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Seller Engineering Employees, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisements; or (ii) take any action which is intended to induce any Seller Engineering Employee to leave his or her employ with Seller.
(d) Except as provided in the Transition Services Agreement, BCA shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, solicit the employment of any New Seller Engineering Employees without the prior written consent of Seller; provided, however, that Buyer shall not be in breach of its non-solicitation obligation under this Section 6.10(d) solely as a result of any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering Employees.
(e) If Buyer or Seller breaches any the restrictive covenants set forth in this Section 6.10, then the non-breaching Party shall have the following rights and remedies against the breaching Party, each of which shall be independent of the others and severally enforceable, and each of the following rights and remedies is in addition to, and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actions: (i) the right and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders and injunctions by any court of competent jurisdiction, it being agreed by the Parties that any breach of this Section 6.10 would cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching Party, and (ii) the right and remedy to collect from the breaching Party any such Losses incurred by the non-breaching Party as a result of enforcing this Section 6.10.
(f) Each Party agrees that, in the event a court of competent jurisdiction declares there has been a breach by such Party of this Section 6.10, the term of any such term or covenant so breached shall be automatically extended with respect to such Party for a period of time of the violation from the date on which such breach ceases.
Appears in 1 contract
Sources: Securities Purchase Agreement (Sanchez Energy Corp)
Non-Solicitation. (a) Seller Except as otherwise prohibited in the State of New York, the Executive shall not, whether not compete with the Company in the businesses that its subsidiaries are engaged in. Executive shall not participate in any capacity whatsoever in a business that would directly or indirectlyindirectly compete with the Company or with any of its subsidiaries, including, without limitation, as an executive, director, officer, employer or principal, unless such participation is fully disclosed to the Board and approved in writing in advance. In addition, the Executive shall not have any interest whatsoever in such an enterprise, including, without limitation, as owner, shareholder, partner, limited partner, lender or silent partner that is in competition with the business of the Company or any of its subsidiaries. This noncompetition covenant is limited as follows:
(1) As to the time period, to the duration of the Executive’s employment and for a period of 18 months following the date of termination of his employment;
(2) As to the geographical area, the territory in which the Company and/or its subsidiaries operated during the period beginning on the Closing Date and ending on the second anniversary of the Closing Date (such period, the “Restricted Period”), (i) solicit two years preceding the employment of, or hire, any Initial Restricted Employee without the prior written consent of Buyer, provided, however, that Seller shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Initial Restricted Employees, but Seller shall be prohibited from hiring any Initial Restricted Employees who respond to such general solicitation advertisements not targeted at the Initial Restricted Employees; or (ii) take any action which is intended to induce any Initial Restricted Employee to leave his or her employ with the Businesstermination date.
(b) Seller shall notThe Executive also undertakes, whether directly for the same period and in respect of the same territory referred to hereinabove in subsections 8(a)(1) and (2), not to solicit clients for sales of products that are competitive with products that are sold by any of the Company’s subsidiaries or indirectlydo anything whatsoever to induce or to lead any person to end, during in whole or in part, business relations with the Restricted Period solicit the employment of Company or any Additional Restricted Employee without the prior written consent of Buyer; provided, however, that Seller shall not be in breach of its non-solicitation obligation under this Section 6.10(b) solely as a result of any general solicitation advertisements that are not targeted at any Additional Restricted Employees and Seller shall not be prohibited from hiring any Additional Restricted Employees who respond to such general solicitation advertisements not targeted at the Additional Restricted Employeessubsidiaries.
(c) Except as provided The Executive also undertakes, for the same period and in respect of the same territory referred to hereinabove in subsections 8(a)(1) and (2), not to induce, attempt to induce or otherwise interfere in the Transition Services Agreement, Boeing Commercial Airplanes (“BCA”) shall not, and Buyer shall not on behalf of BCA, whether directly relations which the Company or indirectly, during the Restricted Period, (i) solicit the employment of, or hire, which any Seller Engineering Employees without the prior written consent of Seller, provided, however, that Buyer shall not be in breach of its non-solicitation obligation set forth in subsidiaries has with their distributors, suppliers, representatives, agents and other parties with whom the foregoing clause (i) solely as a result Company or any of any general solicitation advertisements that are not targeted at any Seller Engineering Employees, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisements; or (ii) take any action which is intended to induce any Seller Engineering Employee to leave his or her employ with Sellerits subsidiaries deals.
(d) Except as provided The Executive also undertakes, for the same period and in respect of the Transition Services Agreementsame territory referred to in subsections 8(a)(1) and (2), BCA shall notnot to induce, and Buyer shall not on behalf of BCA, whether directly attempt to induce or indirectly, during the Restricted Period, otherwise solicit the personnel of the Company to leave their employment of with the Company or any New Seller Engineering Employees without the prior written consent of Seller; provided, however, that Buyer shall not be in breach of its non-solicitation obligation under this Section 6.10(d) solely as a result subsidiaries nor to hire the personnel of the Company or any general solicitation advertisements that are not targeted at of its subsidiaries for any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at enterprise in which the New Seller Engineering EmployeesExecutive has an interest.
(e) If Buyer or Seller breaches any The Executive acknowledges that the restrictive covenants set forth in this Section 6.10, then the non-breaching Party shall have the following rights and remedies against the breaching Party, each of which shall be independent of the others and severally enforceable, and each of the following rights and remedies is in addition to, and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actions: (i) the right and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders and injunctions by any court of competent jurisdiction, it being agreed by the Parties that any breach provisions of this Section 6.10 would cause irreparable injury 8 are limited as to the non-breaching Party time period, the geographic area and that money damages would not provide an adequate remedy the nature of the activities to what the non-breaching Partyparties deem necessary to protect the legitimate interests of the Company and its subsidiaries, and (ii) while allowing the right and remedy Executive to collect from the breaching Party any such Losses incurred by the non-breaching Party as a result of enforcing this Section 6.10earn his living.
(f) Each Party agrees thatNothing in this Section 8 shall operate to reduce or extinguish the obligations of the Executive arising at law or under this contract which survive at the termination of this Agreement in reason of their nature and, in particular, without limiting the event a court of competent jurisdiction declares there has been a breach by such Party of this Section 6.10foregoing, the term Executive’s duty of any such term or covenant so breached shall be automatically extended with respect loyalty and obligation to such Party for a period of time of the violation from the date on which such breach ceases.act faithfully, honestly and ethically. Q Saeed - Employment Agreement 6 Initials _____ / _____
Appears in 1 contract
Non-Solicitation. For a period two (a2) years following the Closing Date, no Seller shall, and each Seller shall notcause such Seller’s Affiliates not to, whether directly or indirectly, during hire, recruit, or solicit for employment any Person who is an employee of the period beginning on the Closing Date and ending on the second anniversary Company as of the Closing Date (or induce or influence any such periodPerson to reduce or discontinue her or her employment with the Company, the “Restricted Period”), (i) solicit the employment ofBuyer or any of their respective Affiliates, or hire, cause or assist any Initial Restricted Employee without the prior written consent of Buyer, provided, however, that Seller shall not be other Person in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of taking any general solicitation advertisements that are not targeted at any Initial Restricted Employees, but Seller shall be prohibited from hiring any Initial Restricted Employees who respond to such general solicitation advertisements not targeted at the Initial Restricted Employees; or (ii) take any action which is intended to induce any Initial Restricted Employee to leave his or her employ with the Business.
(b) Seller shall not, whether directly or indirectly, during the Restricted Period solicit the employment of any Additional Restricted Employee without the prior written consent of Buyeraction; provided, however, that Seller the foregoing shall not be in breach of its non-solicitation obligation under this Section 6.10(b) solely as a result of any general solicitation advertisements that are not targeted at any Additional Restricted Employees and Seller shall not be prohibited from hiring any Additional Restricted Employees who respond to such general solicitation advertisements not targeted at the Additional Restricted Employees.
(c) Except as provided in the Transition Services Agreement, Boeing Commercial Airplanes (“BCA”) shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, (i) solicit the employment of, or hire, prohibit any Seller Engineering Employees without or any Affiliate of any Seller from making a general solicitation to the prior written consent public of Sellergeneral advertising or similar methods of solicitation by search firms not specifically directed at employees of the Company, provided, however, that Buyer shall (ii) prohibit any Affiliate of any Seller who is not be a Subsidiary of a Seller from hiring someone (other than the people listed on Schedule 5.8 (the “Specified Persons”)) who responds to a solicitation described in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely above so long as no Seller nor any of its Subsidiaries caused, encouraged, recommended, assisted or was involved with the hiring of such person, (iii) prohibit any Seller or any Affiliate of a result Seller from hiring someone whose employment is terminated by the Company, Buyer or any of their respective Affiliates, (iv) prohibit any Seller or any Affiliate of any general solicitation advertisements that are not targeted Seller from hiring someone (other than a Specified Person) who has ceased to be an employee of the Company, Buyer or any of Buyer’s Affiliates for at least sixty (60) days, (v) prohibit any Seller Engineering Employees, but Buyer shall be prohibited or any Affiliate of any Seller from hiring any Seller Engineering Employee Specified Person (other than P▇▇▇▇▇ ▇▇▇▇▇) who respond has ceased to such general solicitation advertisements; be an employee of the Company, Buyer or any of Buyer’s Affiliates for at least six (6) months, or (iivi) take any action which is intended to induce prohibit any Seller Engineering Employee or any Affiliate of any Seller from hiring P▇▇▇▇▇ ▇▇▇▇▇ so long as he has ceased to leave his be an employee of the Company, Buyer or her employ with Seller.
any of Buyer’s Affiliates for at least one (d1) Except as provided year; and so long as, in the Transition Services Agreementcase of clauses (iii) – (vi) above, BCA shall not, the applicable Seller and Buyer shall not on behalf of BCA, whether directly or indirectly, during its Affiliates complied with the Restricted Period, solicit the employment of any New Seller Engineering Employees without the prior written consent of Seller; provided, however, that Buyer shall not be in breach of its non-solicitation obligation under this Section 6.10(d) solely as a result of any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering Employees.
(e) If Buyer or Seller breaches any the restrictive covenants set forth in this Section 6.10, then the non-breaching Party shall have the following rights and remedies against the breaching Party, each of which shall be independent of the others and severally enforceable, and each of the following rights and remedies is in addition to, and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actions: (i) the right and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders and injunctions by any court of competent jurisdiction, it being agreed by the Parties that any breach terms of this Section 6.10 would cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching Party, and (ii) the right and remedy to collect from the breaching Party any such Losses incurred by the non-breaching Party as a result of enforcing this Section 6.10.
(f) Each Party agrees that, in the event a court of competent jurisdiction declares there has been a breach by such Party of this Section 6.10, the term of any such term or covenant so breached shall be automatically extended 5.8 with respect to such Party for a period individual while he or she was employed by the Company, Buyer or any of time of the violation from the date on which such breach ceasestheir respective Affiliates.
Appears in 1 contract
Non-Solicitation. (a) Seller Except as otherwise provided in any definitive, written documentation related to consummation of the Transaction entered into after the date hereof, Receiving Party agrees that during the Term of this Agreement and for a period of one year after the expiration or earlier termination of the Term of this Agreement, neither Receiving Party nor any of its Permitted Representatives shall not, whether directly or indirectly, during the period beginning for itself or on the Closing Date and ending on the second anniversary behalf of another Person, do any of the Closing Date (such period, the “Restricted Period”), (i) solicit the employment of, or hire, any Initial Restricted Employee following without obtaining the prior written consent of BuyerDisclosing Party:
(a) solicit for employment or otherwise induce, providedinfluence, howeveror encourage to terminate employment with Disclosing Party or any of Disclosing Party’s affiliates, that Seller shall not be or employ or engage as an independent contractor, any employee of Disclosing Party with whom Receiving Party or its Permitted Representative had more than incidental contact or who became known to Receiving Party or its Permitted Representative in breach of its non-solicitation obligation set forth in connection with the foregoing clause Transaction or the evaluation thereof (each, a “Covered Employee”), except (i) solely pursuant to a general solicitation through the media or by a search firm that is not directed specifically to any employees of Disclosing Party, unless such solicitation is undertaken as a result means to circumvent the restrictions contained in or conceal a violation of any general solicitation advertisements that are not targeted at any Initial Restricted Employees, but Seller shall be prohibited from hiring any Initial Restricted Employees who respond to such general solicitation advertisements not targeted at the Initial Restricted Employeesthis Section 9; or (ii) take any action which is intended to induce any Initial Restricted if Disclosing Party terminated the employment of such Covered Employee to leave his before Receiving Party or her employ with its Permitted Representative, as the Business.case may be, solicited or otherwise contacted such Covered Employee or discussed employment or other engagement of the Covered Employee;
(b) Seller shall notsolicit, whether service, accept orders from, or otherwise have business contact with any individual or entity who has, within the one-year period immediately prior to the date of this Agreement, been a customer of Disclosing Party, if such contact could directly or indirectly, during indirectly divert business from or adversely affect the Restricted Period solicit the employment business of any Additional Restricted Employee without the prior written consent of BuyerDisclosing Party; provided, however, that Seller shall not be in breach of its non-solicitation obligation under this Section 6.10(b) solely as a result of any general solicitation advertisements that are not targeted at any Additional Restricted Employees and Seller shall not be prohibited from hiring any Additional Restricted Employees who respond to such general solicitation advertisements not targeted at the Additional Restricted Employees.or
(c) Except as provided in interfere with the Transition Services Agreementcontractual relations between Disclosing Party and any of its customers. Receiving Party agrees that the duration, Boeing Commercial Airplanes (“BCA”) shall notscope, and Buyer shall not on behalf geographical area of BCA, whether directly or indirectly, during the Restricted Period, (i) solicit the employment of, or hire, any Seller Engineering Employees without the prior written consent of Seller, provided, however, that Buyer shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Seller Engineering Employees, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisements; or (ii) take any action which is intended to induce any Seller Engineering Employee to leave his or her employ with Seller.
(d) Except as provided in the Transition Services Agreement, BCA shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, solicit the employment of any New Seller Engineering Employees without the prior written consent of Seller; provided, however, that Buyer shall not be in breach of its non-solicitation obligation under this Section 6.10(d) solely as a result of any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering Employees.
(e) If Buyer or Seller breaches any the restrictive covenants set forth restrictions contained in this Section 6.10, then the non-breaching Party shall have the following rights and remedies against the breaching Party, each 9 are reasonable. Upon a determination that any term or provision of which shall be independent of the others and severally enforceable, and each of the following rights and remedies is in addition to, and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actions: (i) the right and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against 9 is invalid, illegal, or unenforceable, the court may modify this Section 9 to substitute the maximum duration, scope, or geographical area legally permissible under such breaching Party, including temporary restraining orders and injunctions by any court of competent jurisdiction, it being agreed circumstances to the greatest extent possible to effect the restrictions originally contemplated by the Parties that any breach of this Section 6.10 would cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching Party, and (ii) the right and remedy to collect from the breaching Party any such Losses incurred by the non-breaching Party as a result of enforcing this Section 6.10hereto.
(f) Each Party agrees that, in the event a court of competent jurisdiction declares there has been a breach by such Party of this Section 6.10, the term of any such term or covenant so breached shall be automatically extended with respect to such Party for a period of time of the violation from the date on which such breach ceases.
Appears in 1 contract
Sources: Confidentiality Agreement
Non-Solicitation. (a) Seller agrees that for a period of two (2) years from and after the Closing Date it shall not, whether directly and it shall cause each of its Subsidiaries not to (and shall not encourage or indirectly, during the period beginning on the Closing Date and ending on the second anniversary assist any of the Closing Date (such period, the “Restricted Period”its Affiliates to), (i) solicit the employment of, or hire, any Initial Restricted Employee without the prior written consent of BuyerPurchaser, provideddirectly or indirectly, however, that Seller shall not be in breach solicit to hire (or cause or seek to cause to leave the employ of Purchaser or any of its non-solicitation obligation set forth in the foregoing clause Subsidiaries) (i) solely as a result of any general solicitation advertisements that are not targeted at any Initial Restricted Employees, but Seller shall be prohibited from hiring any Initial Restricted Employees who respond to such general solicitation advertisements not targeted at the Initial Restricted Employees; Transferred Employee or (ii) take any action which is intended other Person employed by Purchaser who became known to induce or was identified to Seller or any Initial Restricted Employee of its Affiliates prior to leave his or her employ the Closing in connection with the Businesstransactions contemplated by this Agreement, unless in each case such Person ceased to be an employee of Purchaser or its Subsidiaries prior to such action by Seller or its Subsidiary, or, in the case of such Person’s voluntary termination of employment with Purchaser or any of its Subsidiaries, at least three (3) months prior to such action by Seller or its Subsidiary.
(b) Seller shall not, whether directly or indirectly, during Purchaser agrees that for a period of two (2) years from and after the Restricted Period solicit the employment of any Additional Restricted Employee without the prior written consent of Buyer; provided, however, that Seller shall not be in breach of its non-solicitation obligation under this Section 6.10(b) solely as a result of any general solicitation advertisements that are not targeted at any Additional Restricted Employees and Seller shall not be prohibited from hiring any Additional Restricted Employees who respond to such general solicitation advertisements not targeted at the Additional Restricted Employees.
(c) Except as provided in the Transition Services Agreement, Boeing Commercial Airplanes (“BCA”) Closing Date it shall not, and Buyer it shall cause its Subsidiaries not to (and shall not on behalf encourage or assist any of BCAits Affiliates to), whether directly or indirectly, during the Restricted Period, (i) solicit the employment of, or hire, any Seller Engineering Employees without the prior written consent of Seller, provideddirectly or indirectly, however, solicit to hire (or cause or seek to cause to leave the employ of Seller or any if its Subsidiaries) any Person that Buyer shall not it or they know to be in breach employed by Seller or any of its non-solicitation obligation Subsidiaries as of the Closing Date unless such Person ceased to be an employee of Seller or such Subsidiary prior to such action by Purchaser or any of its Subsidiaries, or, in the case of such Person’s voluntary termination of employment with Seller or any of its Subsidiaries, at least three (3) months prior to such action by Purchaser or any of its Subsidiaries.
(c) Notwithstanding the foregoing, the restrictions set forth in the foregoing clause Sections 6.10(a) and 6.10(b) shall not apply to (i) solely bona fide public advertisements for employment placed by any Party and not specifically targeted at the employees of any other Party, or (ii) any employee who is not a manager or an individual contributor who is engaged in the design of Semiconductor Products or processes. Section 6.10(a) shall not apply to any Person who is hired by Seller or any of its Subsidiaries (A) pursuant to any existing agreement with employee representatives (such as a works council agreement) by which Seller or such Subsidiary is bound or (B) as a result of actions required to be taken by Seller or any general solicitation advertisements that are not targeted at any Seller Engineering Employees, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisements; or (ii) take any action which is intended to induce any Seller Engineering Employee to leave his or her employ with Seller.
(d) Except as provided in the Transition Services Agreement, BCA shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, solicit the employment of any New Seller Engineering Employees without the prior written consent of Seller; provided, however, that Buyer shall not be in breach of its non-solicitation obligation under this Section 6.10(d) solely as a result of any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond Subsidiaries in order to such general solicitation advertisements not targeted at the New Seller Engineering Employeescomply with local employment Laws.
(e) If Buyer or Seller breaches any the restrictive covenants set forth in this Section 6.10, then the non-breaching Party shall have the following rights and remedies against the breaching Party, each of which shall be independent of the others and severally enforceable, and each of the following rights and remedies is in addition to, and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actions: (i) the right and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders and injunctions by any court of competent jurisdiction, it being agreed by the Parties that any breach of this Section 6.10 would cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching Party, and (ii) the right and remedy to collect from the breaching Party any such Losses incurred by the non-breaching Party as a result of enforcing this Section 6.10.
(f) Each Party agrees that, in the event a court of competent jurisdiction declares there has been a breach by such Party of this Section 6.10, the term of any such term or covenant so breached shall be automatically extended with respect to such Party for a period of time of the violation from the date on which such breach ceases.
Appears in 1 contract
Sources: Asset Purchase Agreement (Agilent Technologies Inc)
Non-Solicitation. (a) Seller shall not, whether directly or indirectly, during the period beginning Commencing on the Closing Signing Date and ending on continuing until the second fifth (5th) anniversary of the Closing Date (such period, the “Restricted PeriodCovenant Termination Date”), each Founder agrees that he or she shall not, unless acting for the benefit of Buyer or TTH, directly or indirectly: (i) solicit the employment ofsolicit, employ, retain as a consultant, or hireattempt to entice away any Protected Employee (as hereinafter defined) from Company, any Initial Restricted Employee without the prior written consent of BuyerBuyer or TTH or their respective Affiliates, provided, however, that Seller shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Initial Restricted Employees, but Seller shall be prohibited from hiring any Initial Restricted Employees who respond to such general solicitation advertisements not targeted at the Initial Restricted Employees; or (ii) take solicit or attempt to entice away from Company, Buyer or TTH or their respective Affiliates any action which is intended to induce Issuer Related Person nor encourage any Initial Restricted Employee to leave his Issuer Related Person from not doing business (or her employ doing less business) with Company, Buyer or TTH or their respective Affiliates; provided that the Business.
(b) Seller shall not, whether directly or indirectly, during the Restricted Period solicit the employment of any Additional Restricted Employee without the prior written consent of Buyer; provided, however, that Seller foregoing shall not be construed to prohibit each Founder or any entity in breach which any Founder is a part of its non-solicitation obligation under this Section 6.10(b) solely as from making a result of any general solicitation advertisements for employment or consulting services through an advertisement in a publication of general circulation or on a website featuring job opportunities that are is generally available to the public, or social media sites such as Linked-In, so long as such solicitation is not targeted specifically directed at officers, employees or consultants of Company, Buyer or TTH or their respective Affiliates. As used herein, “Protected Employee” shall mean any Additional Restricted Employees and Seller shall not be prohibited from hiring any Additional Restricted Employees who respond to such general solicitation advertisements not targeted at the Additional Restricted Employees.
(c) Except as provided in the Transition Services Agreementthen current or former employee or officer of Company, Boeing Commercial Airplanes (“BCA”) shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, TTH or their Affiliates during the Restricted Period, (i) solicit period in which the employment of, or hire, any Seller Engineering Employees without the prior written consent of Seller, provided, however, that Buyer shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Seller Engineering Employees, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisements; or (ii) take any action which is intended to induce any Seller Engineering Employee to leave his or her employ with Seller.
(d) Except as provided in the Transition Services Agreement, BCA shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, solicit the employment of any New Seller Engineering Employees without the prior written consent of Seller; provided, however, that Buyer shall not be in breach of its non-solicitation obligation under this Section 6.10(d) solely as a result of any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering Employees.
(e) If Buyer or Seller breaches any the restrictive covenants set forth in this Section 6.103.1 are in effect, then but excluding persons who were not employed by Company, Buyer or TTH or their respective Affiliates during the 12-month period preceding the date on which a determination is made regarding whether a person is a Protected Employee. The length of time for which this non-solicitation covenant (and the non-breaching Party shall have the following rights and remedies against the breaching Party, each of which competition covenant below) shall be independent in force shall be deemed extended during any period of the others and severally enforceable, and each of the following rights and remedies is in addition to, and not in lieu of, violation or any other rights and remedies otherwise available period required for litigation during which Buyer or TTH or any of their respective Affiliates seeks to such non-breaching Party at Law or in equity for such actions: (i) enforce this Section 3.1. In the right and remedy to have event that the restrictive covenant covenants contained in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders and injunctions 3.1 shall be determined by any court of competent jurisdiction, jurisdiction to be unenforceable by reason of it being agreed by the Parties that any breach of this Section 6.10 would cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching Party, and (ii) the right and remedy to collect from the breaching Party any such Losses incurred by the non-breaching Party as a result of enforcing this Section 6.10.
(f) Each Party agrees that, in the event a court of competent jurisdiction declares there has been a breach by such Party of this Section 6.10, the term of any such term or covenant so breached shall be automatically extended with respect to such Party extending for too long a period of time or by reason of it being too extensive in any other respect, it shall be interpreted to extend only over the violation from longest period of time for which it may be enforceable, and/or to the date on maximum extent set forth herein in all other aspects as to which it may be enforceable, all as determined by such breach ceasescourt in such action.
Appears in 1 contract
Non-Solicitation. (a) Seller shall notNeither the Company nor any Company Subsidiary, whether nor any of their respective officers, directors, employees, agents, affiliates, accountants, counsel, investment bankers, financial advisors or other representatives (collectively, "Representatives") shall, (i) directly or indirectly, during initiate, solicit or encourage, or take any action to facilitate the period beginning on the Closing Date and ending on the second anniversary of the Closing Date (such period, the “Restricted Period”), (i) solicit the employment making of, or hireany Acquisition Proposal, any Initial Restricted Employee without the prior written consent of Buyer, provided, however, that Seller shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Initial Restricted Employees, but Seller shall be prohibited from hiring any Initial Restricted Employees who respond to such general solicitation advertisements not targeted at the Initial Restricted Employees; or (ii) take any action which is intended to induce any Initial Restricted Employee to leave his or her employ with the Business.
(b) Seller shall not, whether directly or indirectlyindirectly engage in any discussions or negotiations with, during or provide any information or data to, or afford any access to the Restricted Period solicit properties, books or records of the employment of Company or any Additional Restricted Employee without the prior written consent of BuyerCompany Subsidiary to, or otherwise assist, facilitate or encourage, any person (other than Parent or any affiliate or associate thereof) relating to any Acquisition Proposal; provided, however, that Seller shall at any time prior to the Company Stockholders Meeting, the Company may, in response to a Superior Proposal (as defined below) which was not be in solicited by it and which did not otherwise result from a breach of its non-solicitation obligation under this Section 6.10(b5.7(a), and subject to providing prior written notice of its decision to take such action to Parent (the "Notice") solely as and compliance with Section 5.7(c), following delivery of the Notice (x) furnish information with respect to the Company, or the Company Subsidiaries to any person making a result Superior Proposal pursuant to a customary confidentiality agreement and (y) participate in discussions and negotiations regarding such Superior Proposal but, in each case, only if the Company's Board of Directors determines, after consultation with its outside counsel, that failure to furnish such information or to participate in such discussions or negotiations would be inconsistent with the compliance by the Company's Board of Directors with its fiduciary duties to stockholders imposed by Applicable Law. The Company shall keep Parent apprised of any general solicitation advertisements such discussions and negotiations promptly after they occur.
(b) Except as set forth below, neither the Board of Directors of the Company, nor any committee thereof, shall (x) withdraw or modify, or propose to withdraw or modify, in a manner adverse to Parent, the Board of Directors' approval or recommendation of the Merger or this Agreement, (y) approve any letter of intent, agreement in principle, acquisition agreement or similar agreement (other than a confidentiality agreement in connection with a Superior Proposal which is executed by the Company in accordance with Section 5.7(a)) relating to any Acquisition Proposal (each, an "Acquisition Agreement"), or (z) approve or recommend, or propose to approve or recommend, any Acquisition Proposal. Notwithstanding the foregoing, in response to a Superior Proposal which was not solicited by the Company, and which did not otherwise result from a breach of Section 5.7(a), the Board of Directors of the Company may terminate this Agreement pursuant to and subject to the terms of Section 7.1(g) and, concurrently with such termination, cause the Company, to execute an Acquisition Agreement with respect to a Superior Proposal, but only if the Company's Board of Directors determines, after consultation with its outside counsel, that are not targeted at any Additional Restricted Employees failure to terminate this Merger Agreement and Seller shall not accept the Superior Proposal would be prohibited from hiring any Additional Restricted Employees who respond inconsistent with the compliance by the Company's Board of Directors with its fiduciary duties to such general solicitation advertisements not targeted at the Additional Restricted Employeesstockholders imposed by Applicable Law.
(c) Except as provided The Company promptly shall advise the Parent orally and in the Transition Services Agreement, Boeing Commercial Airplanes (“BCA”) shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, (i) solicit the employment of, or hire, any Seller Engineering Employees without the prior written consent of Seller, provided, however, that Buyer shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result writing of any general solicitation advertisements Acquisition Proposal with respect to or that are not targeted at could reasonably be expected to lead to any Seller Engineering EmployeesAcquisition Proposal, but Buyer the identity of the person making any such Acquisition Proposal and the material terms of any such Acquisition Proposal. The Company shall be prohibited from hiring keep the Parent fully informed of the status and material terms of any Seller Engineering Employee who respond to such general solicitation advertisements; or (ii) take any action which is intended to induce any Seller Engineering Employee to leave his or her employ with SellerAcquisition Proposal.
(d) Except as provided in the Transition Services Agreement, BCA shall not, The Company and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, solicit the employment of any New Seller Engineering Employees without the prior written consent of Seller; provided, however, that Buyer shall not be in breach of its non-solicitation obligation under this Section 6.10(d) solely as a result of any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering Employees.
(e) If Buyer or Seller breaches any the restrictive covenants set forth in this Section 6.10, then the non-breaching Party shall have the following rights and remedies against the breaching Party, each of which shall be independent of the others and severally enforceable, Company Subsidiary and each of the following rights their Representatives shall immediately cease and remedies is in addition tocause to be terminated all existing discussions and negotiations, and not in lieu ofif any, with any other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actions: (i) the right and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders and injunctions by any court of competent jurisdiction, it being agreed by the Parties that any breach of this Section 6.10 would cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching Party, and (ii) the right and remedy to collect from the breaching Party any such Losses incurred by the non-breaching Party as a result of enforcing this Section 6.10.
(f) Each Party agrees that, in the event a court of competent jurisdiction declares there has been a breach by such Party of this Section 6.10, the term of any such term or covenant so breached shall be automatically extended persons conducted heretofore with respect to such Party for a period of time of the violation from the date on which such breach ceasesany Acquisition Proposal.
Appears in 1 contract
Non-Solicitation. (a) Seller SpinCo agrees that, for a period of six (6) months following the Distribution Date, SpinCo shall not, whether directly or indirectly, during and shall cause the period beginning on the Closing Date and ending on the second anniversary members of the Closing Date (such periodSpinCo Group not to, the “Restricted Period”), (i) solicit the employment of, or hire, any Initial Restricted Employee without the prior written consent of BuyerRemainCo, directly or indirectly, on its or their own behalf or on behalf of any other Person or entity, hire, engage, solicit for employment or engagement, or attempt to hire, engage, or solicit for employment or engagement, whether as an employee, consultant, independent contractor, or otherwise, any (i) employee of the RemainCo Group employed in an executive capacity (whether managerial or functional) or in a key technical or sales capacity (each of such roles, a “Key Role”) or (ii) former employee of the RemainCo Group employed in a Key Role whose employment with the RemainCo Group ceased for any reason within six (6) months of the date of such hiring, solicitation, or attempted hiring or solicitation by SpinCo or any member of the SpinCo Group; provided, however, that Seller shall not be in breach SpinCo and the other members of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result SpinCo Group may hire any current or former employee of any general solicitation advertisements that are not targeted at any Initial Restricted Employees, but Seller shall be prohibited from hiring any Initial Restricted Employees who respond to the RemainCo Group if such general solicitation advertisements not targeted at employee was involuntarily terminated by the Initial Restricted Employees; or (ii) take any action which is intended to induce any Initial Restricted Employee to leave his or her employ with the BusinessRemainCo Group.
(b) Seller RemainCo agrees that, for a period of six (6) months following the Distribution Date, RemainCo shall not, whether directly or indirectlyand shall cause the members of the RemainCo Group not to, during the Restricted Period solicit the employment of any Additional Restricted Employee without the prior written consent of BuyerSpinCo, directly or indirectly, on its or their own behalf or on behalf of any other Person or entity, hire, engage, solicit for employment or engagement, or attempt to hire, engage, or solicit for employment or engagement, whether as an employee, consultant, independent contractor, or otherwise, any (i) employee of the SpinCo Group employed in a Key Role or (ii) former employee of the SpinCo Group employed in a Key Role whose employment with the SpinCo Group ceased for any reason within six (6) months of the date of such hiring, solicitation, or attempted hiring or solicitation by RemainCo or any member of the RemainCo Group; provided, however, that Seller shall not be in breach RemainCo and the other members of its non-solicitation obligation under this Section 6.10(b) solely as a result the RemainCo Group may hire any employee or former employee of any general solicitation advertisements that are not targeted at any Additional Restricted Employees and Seller shall not be prohibited from hiring any Additional Restricted Employees who respond to the SpinCo Group if such general solicitation advertisements not targeted at employee was involuntarily terminated by the Additional Restricted EmployeesSpinCo Group.
(c) Except as provided in the Transition Services Agreement, Boeing Commercial Airplanes (“BCA”) shall not, If a final and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, (i) solicit the employment of, or hire, any Seller Engineering Employees without the prior written consent of Seller, provided, however, that Buyer shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Seller Engineering Employees, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisements; or (ii) take any action which appealable judicial determination is intended to induce any Seller Engineering Employee to leave his or her employ with Seller.
(d) Except as provided in the Transition Services Agreement, BCA shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, solicit the employment of any New Seller Engineering Employees without the prior written consent of Seller; provided, however, that Buyer shall not be in breach of its non-solicitation obligation under this Section 6.10(d) solely as a result of any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering Employees.
(e) If Buyer or Seller breaches any the restrictive covenants set forth in this Section 6.10, then the non-breaching Party shall have the following rights and remedies against the breaching Party, each of which shall be independent of the others and severally enforceable, and each of the following rights and remedies is in addition to, and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actions: (i) the right and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders and injunctions by any court of competent jurisdiction, it being agreed by the Parties made that any breach provision of this Section 6.10 would cause irreparable injury 14.3 constitutes an unreasonable or otherwise unenforceable restriction with respect to any particular jurisdiction, the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching Party, and (ii) the right and remedy to collect from the breaching Party any such Losses incurred by the non-breaching Party as a result of enforcing this Section 6.10.
(f) Each Party agrees that, in the event a court of competent jurisdiction declares there has been a breach by such Party provisions of this Section 6.10, the term of any such term or covenant so breached shall 14.3 will not be automatically extended rendered void but will be deemed to be modified solely with respect to the applicable jurisdiction to the minimum extent necessary to remain in force and effect for the greatest period and to the greatest extent that such Party for court determines constitutes a period of time of reasonable restriction under the violation from the date on which such breach ceasescircumstances.
Appears in 1 contract
Sources: Employee Matters Agreement (FedEx Freight Holding Company, Inc.)
Non-Solicitation. (a) Seller shall not, whether directly or indirectly, during the period beginning on From and after the Closing Date and ending on until the second anniversary of the Closing Date (such periodDate, the “Restricted Period”), (i) solicit the employment of, or hire, any Initial Restricted Employee without the prior written consent of Buyer, provided, however, that Seller shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Initial Restricted Employees, but Seller shall be prohibited from hiring any Initial Restricted Employees who respond to such general solicitation advertisements not targeted at the Initial Restricted Employees; or (ii) take any action which is intended to induce any Initial Restricted Employee to leave his or her employ with the Business.
(b) Seller shall not, whether directly or indirectly, during (1) solicit, induce or influence to hire, any individual who is employed by the Restricted Period solicit Bank or its Subsidiary as of the employment of any Additional Restricted Employee without the prior written consent of BuyerClosing Date; provided, however, that neither Seller shall not be in breach of nor its non-solicitation obligation under this Section 6.10(b) solely as a result of any general solicitation advertisements that are not targeted at any Additional Restricted Employees and Seller shall not be prohibited from hiring any Additional Restricted Employees who respond to such general solicitation advertisements not targeted at the Additional Restricted Employees.
(c) Except as provided in the Transition Services Agreement, Boeing Commercial Airplanes (“BCA”) shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, (i) solicit the employment of, or hire, any Seller Engineering Employees without the prior written consent of Seller, provided, however, that Buyer shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Seller Engineering Employees, but Buyer affiliates shall be prohibited from hiring or otherwise employing any Seller Engineering Employee such individual who respond to such general solicitation advertisements; or (ii) take any action which is intended to induce any Seller Engineering Employee to leave his or her employ with Seller.
(d) Except as provided in the Transition Services Agreement, BCA shall not, and Buyer shall not on behalf of BCAhave been specifically solicited for such employment by Seller or its affiliates, whether directly (2) solicit, induce or indirectlyinfluence, during the Restricted Periodor attempt to solicit, solicit the employment induce or influence, any banking business of any New Seller Engineering Employees without borrower or depositor of the prior written consent Bank as of Sellerthe Closing Date; provided, however, that Buyer neither Seller nor its affiliates shall not be prohibited from accepting unsolicited business from any such borrower or customer of Bank, or (3) establish a de novo branch or other banking office in breach any of the Illinois counties listed in Section 5.08; provided, however, that neither Seller nor its affiliates shall be prohibited from acquiring (as opposed to establishing de novo) a branch or other banking office in any such county provided that the aggregate amount of deposits of such branch(es) or other banking office(s) represent in the aggregate less than 50% of the consolidated deposits being acquired in such acquisition by Seller or its affiliates. From and after the Closing Date until the second anniversary of the Closing Date, Purchaser shall not, directly or indirectly (including through the Bank), (1) solicit, induce or influence to hire, any individual who is employed by Seller or any of its non-solicitation obligation under this Section 6.10(d) solely Subsidiaries as a result of any general solicitation advertisements the Closing Date; provided, however, that are not targeted at any New Seller Engineering Employees and Buyer neither Purchaser nor its affiliates shall not be prohibited from hiring or otherwise employing any New such individual who shall not have been specifically solicited for such employment by Purchaser or its affiliates, or (2) solicit, induce or influence, or attempt to solicit, induce or influence, any banking business of any borrower or depositor of the Seller Engineering Employees who respond to such general solicitation advertisements not targeted at or its affiliates (including Midwest Bank and Trust Company) as of the New Seller Engineering Employees.
(e) If Buyer or Seller breaches any the restrictive covenants set forth in this Section 6.10Closing Date; provided, then the non-breaching Party shall have the following rights and remedies against the breaching Partyhowever, each of which that neither Purchaser nor its affiliates shall be independent of the others and severally enforceable, and each of the following rights and remedies is in addition to, and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actions: (i) the right and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders and injunctions by any court of competent jurisdiction, it being agreed by the Parties that any breach of this Section 6.10 would cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching Party, and (ii) the right and remedy to collect prohibited from the breaching Party accepting unsolicited business from any such Losses incurred by the non-breaching Party as a result borrower or customer of enforcing this Section 6.10Seller or its affiliates.
(f) Each Party agrees that, in the event a court of competent jurisdiction declares there has been a breach by such Party of this Section 6.10, the term of any such term or covenant so breached shall be automatically extended with respect to such Party for a period of time of the violation from the date on which such breach ceases.
Appears in 1 contract
Sources: Stock Purchase Agreement (Midwest Banc Holdings Inc)
Non-Solicitation. The Participant covenants and agrees that during his or her employment with the Company or its Affiliates and for a period of twelve (a12) Seller shall notmonths subsequent to the Participant’s Termination of Employment for any reason, whether involuntary or voluntary, the Participant shall not directly or indirectly, during the period beginning on the Closing Date and ending on the second anniversary of the Closing Date (such periodas an owner, the “Restricted Period”)stockholder, (i) solicit the employment ofdirector, employee, partner, agent, broker, or consultant recruit, hire or attempt to recruit or hire, other employees of the Company or its Affiliates, nor shall the Participant contact or communicate with any Initial Restricted Employee without other employees of the prior written consent Company or its Affiliates for the purpose of Buyerinducing other employees to terminate their employment with the Company or its Affiliates. For purposes of this Section 5, provided“other employees” shall refer to employees who are still actively employed by, howeveror doing business with, that Seller shall not be in breach of the Company or its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Initial Restricted Employees, but Seller shall be prohibited from hiring any Initial Restricted Employees who respond to such general solicitation advertisements not targeted Affiliates at the Initial Restricted Employees; time of the attempted recruiting or (ii) take any action which is intended hiring. In addition, Participant agrees not to induce any Initial Restricted Employee to leave his hire or her employ with the Business.
(b) Seller shall notemploy, whether either directly or indirectly, during or aid in the Restricted Period solicit the employment hire or employ of any Additional Restricted Employee without former employee of the prior written consent Company or its Affiliates within 60 days of Buyer; provided, however, that Seller shall not be in breach of former employee's separation date from the Company or its Affiliates. Participant acknowledges and agrees that the damage to Company and its Affiliates if Participant breaches this Section 5 or the non-solicitation obligation under provisions contained in any written agreement by and between the Participant and the Company will be extremely difficult to determine. Therefore, Participant agrees that if Participant violates this Section 6.10(b) solely as a result of any general solicitation advertisements that are not targeted at any Additional Restricted Employees and Seller shall not be prohibited from hiring any Additional Restricted Employees who respond to such general solicitation advertisements not targeted at 5 or the Additional Restricted Employees.
(c) Except as provided in the Transition Services Agreement, Boeing Commercial Airplanes (“BCA”) shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, (i) solicit the employment of, or hire, any Seller Engineering Employees without the prior written consent of Seller, provided, however, that Buyer shall not be in breach of its non-solicitation obligation set forth provisions contained in any written agreement by and between the foregoing clause (i) solely Participant and the Company, Participant will pay to the Company the value of the RSUs received and all costs incurred by Company, including its reasonable attorneys' fees, in any claim against Participant or to defend against any claim made by Participant related to the subject-matter herein. To the extent applicable, all Awarded Units shall immediately cease to vest as a result of the date of such breach, and any general solicitation advertisements Vested RSUs that are had not targeted at been converted into Shares prior to the date of such breach and any Seller Engineering Employees, but Buyer Unvested RSUs shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisements; or immediately forfeited and this Agreement (iiother than the provisions of Sections 4(b) take any action which is intended to induce any Seller Engineering Employee to leave his or her employ with Seller.
(dand 5) Except as provided in the Transition Services Agreement, BCA shall not, and Buyer shall not will be terminated on behalf of BCA, whether directly or indirectly, during the Restricted Period, solicit the employment of any New Seller Engineering Employees without the prior written consent of Seller; provided, however, that Buyer shall not be in breach of its non-solicitation obligation under this Section 6.10(d) solely as a result of any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering Employees.
(e) If Buyer or Seller breaches any the restrictive covenants set forth in this Section 6.10, then the non-breaching Party shall have the following rights and remedies against the breaching Party, each of which shall be independent of the others and severally enforceable, and each of the following rights and remedies is in addition to, and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actions: (i) the right and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders and injunctions by any court of competent jurisdiction, it being agreed by the Parties that any breach of this Section 6.10 would cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching Party, and (ii) the right and remedy to collect from the breaching Party any such Losses incurred by the non-breaching Party as a result of enforcing this Section 6.10.
(f) Each Party agrees that, in the event a court of competent jurisdiction declares there has been a breach by such Party of this Section 6.10, the term of any such term or covenant so breached shall be automatically extended with respect to such Party for a period of time of the violation from the date on which of such breach ceasesbreach.
Appears in 1 contract
Sources: Restricted Stock Unit Award Agreement (Hilltop Holdings Inc.)
Non-Solicitation. Each Partner (aon behalf of itself and its Partner Group) Seller agrees to the greatest extent permitted by law that, so long as such Partner is a Partner in respect of any Interests and until one (1) year after such Partner no longer is a Partner in respect of any such Interests, it shall notnot (and such Partner shall cause its Affiliates and related Persons not to), whether directly or indirectly, during in any manner (other than for the period beginning on the Closing Date and ending on the second anniversary benefit of the Closing Date (such periodPartnership or its Subsidiaries, including in connection with “coaching out” activities in the “Restricted Period”ordinary course of the Partnership’s and its Subsidiaries’ business approved by the General Partner), (ia) solicit solicit, aid entice, attempt to persuade any Partner, member, manager, director, principal, analyst, consultant, contractor or other service provider of the employment ofGeneral Partner, the Partnership or any of its Subsidiaries, or hireany such Person who provided Services to General Partner, the Partnership or any Initial Restricted Employee without the prior written consent of Buyer, provided, however, that Seller shall not be in breach of its non-solicitation obligation set forth in Subsidiaries within the foregoing clause preceding six (6) months, to (i) solely resign, cease to be employed or provide services to, or otherwise leave the General Partner, the Partnership or any of its Subsidiaries (as a result of applicable) for any general solicitation advertisements that are not targeted at any Initial Restricted Employees, but Seller shall be prohibited from hiring any Initial Restricted Employees who respond to such general solicitation advertisements not targeted at the Initial Restricted Employees; reason or (ii) take accept employment with or render services to or with any action which is intended to induce other Person other than the General Partner, the Partnership or any Initial Restricted Employee to leave his or her employ with the Business.
of its Subsidiaries, (b) Seller shall notparticipate in or facilitate the hire or engagement, whether directly or indirectlythrough another entity, during the Restricted Period solicit the employment of any Additional Restricted Employee without such Person who provides services to or is engaged by the prior written consent Partnership or any of Buyerits Subsidiaries or who has provided Services to or was engaged by the Partnership within six (6) months of any attempt to hire such person; provided, however, that Seller the foregoing shall not be in breach prevent any Partner or any member of its non-solicitation obligation under this Section 6.10(b) solely as a result of any general solicitation advertisements that are not targeted at any Additional Restricted Employees and Seller shall not be prohibited the Partnership Group from hiring any Additional Restricted Employees who respond to such general solicitation advertisements not targeted at the Additional Restricted Employees.
(c) Except as provided in the Transition Services Agreement, Boeing Commercial Airplanes (“BCA”) shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, (i) solicit soliciting, offering to employ or employing any such individual service provider that has ceased to provide services to the Partnership or such other Partner without being solicited for employment ofin violation of the provisions of this Section 14.1, for at least twelve (12) months before the subsequent solicitation or hireoffer of employment, any Seller Engineering Employees without the prior written consent of Seller, provided, however, that Buyer shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Seller Engineering Employees, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisements; or (ii) take offering to employ or employing any action which employee of the Partnership or any such individual service provider that is intended to induce also an employee, officer or director of, or was formerly an employee, officer or director of, such Partner or any Seller Engineering Employee to leave his or her employ with Seller.
(d) Except as provided in the Transition Services Agreementmember of its Partnership Group; and provided, BCA shall notfurther, and Buyer that this Section 14.1 shall not on behalf prohibit general solicitations of BCAor searches for employment (including through the use of (x) advertisement in any medium (including websites, whether directly journals, industry publications or indirectlynewspapers or other publications of general circulation), during the Restricted Period, solicit the employment of (y) electronic listings or (z) third party recruiting or search firms) not specifically directed towards any New Seller Engineering Employees without the prior written consent of Seller; provided, however, such individuals or employing any individual that Buyer shall not be in breach of its non-solicitation obligation under this Section 6.10(d) solely as a result of any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond responds to such general solicitation advertisements not targeted at solicitations or employment searches. Notwithstanding anything contained herein to the New Seller Engineering Employees.
(e) If Buyer or Seller breaches any contrary, the restrictive covenants restrictions set forth in this Section 6.10, then the non-breaching Party 14.1 shall have the following rights and remedies against the breaching Party, each of which shall be independent of the others and severally enforceable, and each of the following rights and remedies is in addition to, and not in lieu of, expressly exclude any other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actions: (i) the right and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders and injunctions by any court of competent jurisdiction, it being agreed by the Parties that any breach of this Section 6.10 would cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching Party, and (ii) the right and remedy to collect from the breaching Party any such Losses incurred by the non-breaching Party as a result of enforcing this Section 6.10.
(f) Each Party agrees that, in the event a court of competent jurisdiction declares there has been a breach by such Party of this Section 6.10, the term portfolio company of any such term Partner and any direct or covenant so breached shall be automatically extended with respect to such Party for a period indirect limited partners or other passive investors or equityholders of time of the violation from the date on which such breach ceasesany Partner.
Appears in 1 contract
Sources: Limited Partnership Agreement (Bowhead Specialty Holdings Inc.)
Non-Solicitation. (a) Seller agrees that for a period of two (2) years from and after the Closing Date it shall not, whether directly or indirectlyand it shall cause and each of its Subsidiaries not to, during the period beginning on the Closing Date and ending on the second anniversary of the Closing Date (such period, the “Restricted Period”), (i) solicit the employment of, or hire, any Initial Restricted Employee without the prior written consent of Buyer, provided, however, that Seller shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Initial Restricted Employees, but Seller shall be prohibited from hiring any Initial Restricted Employees who respond to such general solicitation advertisements not targeted at the Initial Restricted Employees; or (ii) take any action which is intended to induce any Initial Restricted Employee to leave his or her employ with the Business.
(b) Seller shall not, whether directly or indirectly, during solicit to hire (or cause or seek to cause to leave the Restricted Period solicit the employment employ of Buyer or any Additional Restricted Employee without the prior written consent of Buyerits Subsidiaries) any Employee, unless such person ceased to be an employee of Buyer and/or its Subsidiaries; provided, however, that Seller shall not in no event will any solicitation through the placement of general employment advertising, internet postings, employee referrals, or other publication for general circulation be in breach of its non-solicitation obligation under prohibited by this Section 6.10(b) solely as a result of any general solicitation advertisements that are not targeted at any Additional Restricted Employees and Seller shall not be prohibited from hiring any Additional Restricted Employees who respond to such general solicitation advertisements not targeted at the Additional Restricted Employees6.2.
(cb) Except as provided in with respect to an Employee or any person who has ceased to be an employee of Seller or its subsidiaries, Buyer agrees that for a period of two (2) years from and after the Transition Services Agreement, Boeing Commercial Airplanes (“BCA”) Closing Date it shall not, and Buyer it shall cause each of its Subsidiaries not on behalf of BCAto, whether directly or indirectly, during the Restricted Period, (i) solicit the employment of, or hire, any Seller Engineering Employees without the prior written consent of Seller, provideddirectly or indirectly, however, that Buyer shall not be in breach solicit to hire (or cause or seek to cause to leave the employ of Seller or any of its non-solicitation obligation set forth in the foregoing clause Subsidiaries)
(i) solely as a result any person employed by Seller or any Subsidiary of any general solicitation advertisements that are not targeted at any Seller Engineering Employees, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisements; immediately following the Closing or (ii) take any action which is intended person employed by Seller or any Subsidiary of Seller who became known to induce or was identified to Buyer or any Seller Engineering Employee to leave his or her employ of its Subsidiaries in connection with Seller.
(d) Except as provided in the Transition Services transactions contemplated by this Agreement, BCA shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, solicit the employment of any New Seller Engineering Employees without the prior written consent of Seller; provided, however, that Buyer shall not in no event will any solicitation through the placement of general employment advertising, internet postings, employee referrals, or other publication for general circulation be in breach of its non-solicitation obligation under prohibited by this Section 6.10(d) solely as a result of any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering Employees6.2.
(e) If Buyer or Seller breaches any the restrictive covenants set forth in this Section 6.10, then the non-breaching Party shall have the following rights and remedies against the breaching Party, each of which shall be independent of the others and severally enforceable, and each of the following rights and remedies is in addition to, and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actions: (i) the right and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders and injunctions by any court of competent jurisdiction, it being agreed by the Parties that any breach of this Section 6.10 would cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching Party, and (ii) the right and remedy to collect from the breaching Party any such Losses incurred by the non-breaching Party as a result of enforcing this Section 6.10.
(f) Each Party agrees that, in the event a court of competent jurisdiction declares there has been a breach by such Party of this Section 6.10, the term of any such term or covenant so breached shall be automatically extended with respect to such Party for a period of time of the violation from the date on which such breach ceases.
Appears in 1 contract
Non-Solicitation. During Employee’s employment with the Company, Employee will have access to Trade Secrets, Confidential Information and/or other non-public Company Property, and Employee will develop certain relationships with and/or knowledge about current and/or prospective employees, customers, vendors, or contractor such that if Employee were allowed to pursue relationships with the Company’s current or prospective employees, customer, vendors, or contractors, Employee would have an unfair advantage based upon confidential information and/or relationships developed. Therefore, Employee agrees that from the date of execution of thiS Agreement until the expiration of a period of one year following the termination of Employee’s employment with the Company for any reason (a) Seller shall not, whether directly or indirectly, during the period beginning on the Closing Date and ending on the second anniversary of the Closing Date (such period, the “Restricted Covered Period”), Employee will not, directly or indirectly: (a) solicit or recruit for employment offer employment to, hire, solicit, or recruit for placement, place and/or offer to place with another company or entity – on a temporary, permanent or contract basis, or otherwise – anyone who at any time during the Covered Period is or was employed by the Company or any of its parents, subsidiaries or affiliates (a “Covered Employee”); provided that, at the time of such solicitation, recruitment, offer of employment, hiring, offer to place or placement, or any time during the ninety (90) day period immediately preceding same, the Covered Employee is or was an employee of the Company or any of its parents, subsidiaries, or affiliates; (b) encourage, entice or persuade, or attempt to encourage, entice or persuade any Covered Employee to leave the Company or any of its parents, subsidiaries, or affiliates; (c) solicit or encourage (i) solicit the employment ofany customer, vendor, or hirecontractor of Company, (ii) any Initial Restricted Employee without entity that had been a customer, vendor, or contractor with Company within one year preceding Employee’s termination of employment with the prior written consent Company, (iii) any prospective customer, vendor, or contractor of Buyerthe Company actively solicited within one year before the termination of Employee’s employment with the Company, providedor (iv) any parent, howeversubsidiary or affiliate of any of the foregoing, that Seller shall not be in breach to void, terminate or diminish its relationship with the Company or any of its non-solicitation obligation set forth in the foregoing clause parents, subsidiaries, or affiliates; (d) or seek to persuade (i) solely as a result any customer, vendor, or contractor of any general solicitation advertisements that are not targeted at any Initial Restricted Employeesthe Company, but Seller shall be prohibited from hiring any Initial Restricted Employees who respond to such general solicitation advertisements not targeted at the Initial Restricted Employees; or (ii) take any action which is intended to induce any Initial Restricted Employee to leave his entity that had been a customer, vendor, or her employ contractor with Company within one year preceding Employee’s termination of employment with the Business.
Company, (biii) Seller shall notany prospective customer, whether directly vendor, or indirectlycontractor of the Company actively solicited within one year before the termination of Employee’s employment with the Company, during the Restricted Period solicit the employment or (iv) any parent, subsidiary, affiliate of any Additional Restricted Employee without of the prior written consent of Buyer; providedforegoing, howeverto conduct with anyone else any business or activity which such customer, that Seller shall not be in breach vendor, or contractor conducts with the Company or any of its non-solicitation obligation under this Section 6.10(b) solely as a result of any general solicitation advertisements that are not targeted at any Additional Restricted Employees and Seller shall not be prohibited from hiring any Additional Restricted Employees who respond to such general solicitation advertisements not targeted at the Additional Restricted Employees.
(c) Except as provided in the Transition Services Agreementparents, Boeing Commercial Airplanes (“BCA”) shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, (i) solicit the employment ofsubsidiaries, or hire, any Seller Engineering Employees without the prior written consent of Seller, provided, however, that Buyer shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Seller Engineering Employees, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisements; or (ii) take any action which is intended to induce any Seller Engineering Employee to leave his or her employ with Selleraffiliates.
(d) Except as provided in the Transition Services Agreement, BCA shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, solicit the employment of any New Seller Engineering Employees without the prior written consent of Seller; provided, however, that Buyer shall not be in breach of its non-solicitation obligation under this Section 6.10(d) solely as a result of any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering Employees.
(e) If Buyer or Seller breaches any the restrictive covenants set forth in this Section 6.10, then the non-breaching Party shall have the following rights and remedies against the breaching Party, each of which shall be independent of the others and severally enforceable, and each of the following rights and remedies is in addition to, and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actions: (i) the right and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders and injunctions by any court of competent jurisdiction, it being agreed by the Parties that any breach of this Section 6.10 would cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching Party, and (ii) the right and remedy to collect from the breaching Party any such Losses incurred by the non-breaching Party as a result of enforcing this Section 6.10.
(f) Each Party agrees that, in the event a court of competent jurisdiction declares there has been a breach by such Party of this Section 6.10, the term of any such term or covenant so breached shall be automatically extended with respect to such Party for a period of time of the violation from the date on which such breach ceases.
Appears in 1 contract
Non-Solicitation. 8.1 The Company undertakes to Eagle that, without the express prior written consent of Eagle, prior to the Effective Date it shall:
(a) Seller shall not, whether and it shall procure that no member of the Acacia Group, or any of its or their representatives (acting in their capacity as such) shall:
(i) directly or indirectly solicit or (save to the extent that the fiduciary duties of the Acacia Directors are considered by them to so require, and only in response to an unsolicited approach) encourage any person other than Eagle to make or be involved in a Competing Proposal; or
(ii) indicate the basis on which any Competing Proposal might be made; and
(b) (save to the extent that the fiduciary duties of the Acacia Directors are considered by them to so require, and only in response to an unsolicited approach) not directly or indirectly, during the period beginning on the Closing Date and ending on the second anniversary shall procure that no other member of the Closing Date Acacia Group, or any of its or their representatives (such periodacting in their capacity as such) shall, from the date of this Agreement enter into any discussions or negotiations with, or provide any information to, any person who is considering making or being involved in a Competing Proposal; and
(c) subject to applicable Law, promptly inform Eagle of any Competing Proposal, including the identity of the third party submitting the relevant Competing Proposal and any proposed terms disclosed to the Company or the Company’s representative(s) by any third party in respect of a Competing Proposal.
8.2 If a third party makes a Competing Proposal either publicly or to the Company or the Company’s representative(s), and the Acacia Directors consider it to be a Competing Proposal which they intend to recommend, the “Restricted Period”)Company will, subject to applicable Law, notify Eagle in writing of the terms of the Competing Proposal and the identity of the relevant third party making such proposal and will procure that the Acacia Directors will not withdraw or adversely modify the Board Recommendation unless:
(ia) solicit Eagle notifies the employment of, or hire, any Initial Restricted Employee without Company that it is not willing to revise the prior written consent terms of Buyer, provided, however, the Scheme to exceed that Seller shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Initial Restricted Employees, but Seller shall be prohibited from hiring any Initial Restricted Employees who respond to such general solicitation advertisements not targeted at the Initial Restricted Employees; or (ii) take any action which is intended to induce any Initial Restricted Employee to leave his or her employ with the Business.Competing Proposal;
(b) Seller shall Eagle does not, whether directly within 72 hours of being notified in writing of the terms of the relevant Competing Proposal, notify the Company or indirectly, during the Restricted Period solicit Company’s representatives that it will revise the employment terms of any Additional Restricted Employee without the prior written consent Scheme to exceed that of Buyer; provided, however, that Seller shall not be the Competing Proposal in breach the view of its non-solicitation obligation under this Section 6.10(b) solely as a result the Acacia Directors in the exercise of any general solicitation advertisements that are not targeted at any Additional Restricted Employees and Seller shall not be prohibited from hiring any Additional Restricted Employees who respond to such general solicitation advertisements not targeted at the Additional Restricted Employees.their fiduciary duties; or
(c) Except as provided Eagle having confirmed, within 72 hours of being notified in writing of the terms of the Competing Proposal, that it will revise the terms of the Scheme to exceed that of the Competing Proposal in the Transition Services Agreementview of the Acacia Directors in the exercise of their fiduciary duties, Boeing Commercial Airplanes (“BCA”) shall notbut fails within 120 hours of receipt of notice of the Competing Proposal to announce the revised terms of the Scheme.
8.3 For the avoidance of doubt, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, (i) solicit the employment of, or hire, any Seller Engineering Employees without the prior written consent of Seller, provided, however, that Buyer shall not be in breach of its non-solicitation obligation set forth and matching right provisions contained in Clauses 8.1 and 8.2 will recur and subsist should numerous Competing Proposals be made unless and until the foregoing clause (i) solely as a result provisions of any general solicitation advertisements that of Clause 8.2(a) to 8.2(c) are not targeted at any Seller Engineering Employees, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisements; or (ii) take any action which is intended to induce any Seller Engineering Employee to leave his or her employ with Sellermet.
(d) Except as provided in the Transition Services Agreement, BCA shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, solicit the employment of any New Seller Engineering Employees without the prior written consent of Seller; provided, however, that Buyer shall not be in breach of its non-solicitation obligation under this Section 6.10(d) solely as a result of any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering Employees.
(e) If Buyer or Seller breaches any the restrictive covenants set forth in this Section 6.10, then the non-breaching Party shall have the following rights and remedies against the breaching Party, each of which shall be independent of the others and severally enforceable, and each of the following rights and remedies is in addition to, and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actions: (i) the right and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders and injunctions by any court of competent jurisdiction, it being agreed by the Parties that any breach of this Section 6.10 would cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching Party, and (ii) the right and remedy to collect from the breaching Party any such Losses incurred by the non-breaching Party as a result of enforcing this Section 6.10.
(f) Each Party agrees that, in the event a court of competent jurisdiction declares there has been a breach by such Party of this Section 6.10, the term of any such term or covenant so breached shall be automatically extended with respect to such Party for a period of time of the violation from the date on which such breach ceases.
Appears in 1 contract
Sources: Co Operation Agreement (Eagle Pharmaceuticals, Inc.)
Non-Solicitation. (a) Buyer covenants and agrees that, as an express incentive to induce each Seller shall not, whether directly or indirectlyto enter into this Agreement, during the period beginning commencing on the Closing Date and ending on the second anniversary of date that is two years following the Closing Date Date, Buyer will not, and will cause its Affiliates not to, directly or indirectly, solicit any employee of Medallion Midstream, LLC or any of its Subsidiaries (excluding for the avoidance of doubt any employees working for an entity acquired pursuant to the MOC Purchase Agreement) for employment with the Company or any of its Subsidiaries; provided, that this Section 6.10(a) shall not preclude the Buyer or its Affiliates from soliciting for employment or hiring any such period, the “Restricted Period”), employee who (i) solicit the employment of, or hire, any Initial Restricted Employee without the prior written consent of Buyer, provided, however, that Seller shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as responds to a result of any general solicitation advertisements through a general solicitation by or on behalf of the Buyer or its Affiliates that are is not targeted at any Initial Restricted Employees, but Seller shall be prohibited from hiring any Initial Restricted Employees who respond to such general solicitation advertisements not targeted at the Initial Restricted Employees; or employees and (ii) take any action which is intended has not been employed by Medallion Midstream, LLC or its Subsidiaries for a period of six months prior to induce any Initial Restricted Employee to leave his the date such individual was first solicited for employment by Buyer or her employ with the Businessits Affiliate.
(b) Each Seller shall covenants and agrees that, as an express incentive to induce the Buyer to enter into this Agreement and the MOC Purchase Agreement, during the period commencing on the Closing Date and ending on the earlier of the date that is four years following the Closing Date and the date of the Parent Ultimate Exit, such Seller will not, whether and will cause its Affiliates not to, directly or indirectly, during solicit or hire any employee of the Restricted Period solicit Company for employment with the employment Company or any of any Additional Restricted Employee without the prior written consent of Buyerits Subsidiaries; provided, however, that Seller shall not be in breach of its non-solicitation obligation under this Section 6.10(b) solely as shall not preclude (i) either Seller or its Affiliates from soliciting any such employee for employment through a result of any general solicitation advertisements that are is not targeted at any Additional Restricted Employees and Seller shall not be prohibited from such employees or (ii) soliciting or hiring any Additional Restricted Employees such employee who respond has been terminated by the Company (other than for cause) at least six months prior to the date such general solicitation advertisements not targeted at the Additional Restricted Employeesindividual was first solicited for employment by such Seller or its Affiliate.
(c) Except as provided Each of Buyer and each Seller agrees and acknowledges that, in the Transition Services Agreement, Boeing Commercial Airplanes (“BCA”) shall not, and Buyer shall not on behalf event of BCA, whether directly a breach or indirectly, during the Restricted Period, (i) solicit the employment of, or hire, any Seller Engineering Employees without the prior written consent of Seller, provided, however, that Buyer shall not be in threatened breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Seller Engineering Employees, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisements; or (ii) take any action which is intended to induce any Seller Engineering Employee to leave his or her employ with Seller.
(d) Except as provided in the Transition Services Agreement, BCA shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, solicit the employment of any New Seller Engineering Employees without the prior written consent of Seller; provided, however, that Buyer shall not be in breach of its non-solicitation obligation under this Section 6.10(d) solely as a result of any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering Employees.
(e) If Buyer or Seller breaches any the restrictive covenants set forth in this Section 6.10, then the non-breaching such Party shall and its Affiliates (as third party beneficiaries) will, individually or collectively, be entitled to injunctive relief, as any such breach would cause such Party and its Affiliates irreparable injury for which they would have the following rights and remedies against the breaching Party, each no adequate remedy at law. Each of which shall be independent of the others and severally enforceable, Buyer and each Seller also agrees to waive any requirement for the security or posting of the following rights and remedies is any bond in addition toconnection with any such remedy. Nothing herein will be construed so as to prohibit any Party or its Affiliates, and not in lieu ofcollectively or individually, from pursuing any other rights and remedies otherwise available to such non-breaching Party hereunder, at Law law or in equity equity, for any such actions: (i) breach or threatened breach. The Parties agree that the right and remedy to have the restrictive covenant foregoing restrictions in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders are reasonable in all respects and injunctions by any court of competent jurisdiction, it being agreed by the Parties that any breach of the covenants contained in this Section 6.10 would cause irreparable injury to the non-breaching Party other Parties and that money damages would not provide an adequate remedy to its Affiliates. Nevertheless, if any of the non-breaching Party, and (ii) the right and remedy to collect from the breaching Party any such Losses incurred aforesaid restrictions are found by the non-breaching Party as a result of enforcing this Section 6.10.
(f) Each Party agrees that, in the event a court or arbitrator of competent jurisdiction declares there has been a breach by such Party of to be unreasonable, or overly broad as to scope or time, or otherwise unenforceable, the Parties intend for the restrictions set forth in this Section 6.106.10 to be modified by the court or arbitrator making such determination so as to be reasonable and enforceable and, as so modified, to be fully enforced. By agreeing to this contractual modification prospectively at this time, the term Parties intend to make this provision enforceable under the Laws of any such term all applicable states and other jurisdictions so that the entire Section 6.10 as prospectively modified will remain in full force and effect and will not be rendered void or covenant so breached shall be automatically extended with respect to such Party for a period of time of the violation from the date on which such breach ceases.illegal. 46
Appears in 1 contract
Non-Solicitation. The Participant covenants and agrees that during his or her employment with the Company or its Affiliates and for a period of twelve (a12) Seller shall notmonths subsequent to the Participant’s Termination of Employment for any reason, whether involuntary or voluntary, the Participant shall not directly or indirectly, during the period beginning on the Closing Date and ending on the second anniversary of the Closing Date (such periodas an owner, the “Restricted Period”)stockholder, (i) solicit the employment ofdirector, employee, partner, agent, broker, or consultant recruit, hire or attempt to recruit or hire, other employees of the Company or its Affiliates, nor shall the Participant contact or communicate with any Initial Restricted Employee without other employees of the prior written consent Company or its Affiliates for the purpose of Buyerinducing other employees to terminate their employment with the Company or its Affiliates. For purposes of this Section 5, provided“other employees” shall refer to employees who are still actively employed by, howeveror doing business with, that Seller shall not be in breach of the Company or its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Initial Restricted Employees, but Seller shall be prohibited from hiring any Initial Restricted Employees who respond to such general solicitation advertisements not targeted Affiliates at the Initial Restricted Employees; time of the attempted recruiting or (ii) take any action which is intended hiring. In addition, Participant agrees not to induce any Initial Restricted Employee to leave his hire or her employ with the Business.
(b) Seller shall notemploy, whether either directly or indirectly, during or aid in the Restricted Period solicit the employment hire or employ of any Additional Restricted Employee without former employee of the prior written consent Company or its Affiliates within 60 days of Buyer; provided, however, that Seller shall not be in breach of former employee's separation date from the Company or its Affiliates. Participant acknowledges and agrees that the damage to Company and its Affiliates if Participant breaches this Section 5 or the non-solicitation obligation under provisions contained in any written agreement by and between the Participant and the Company will be extremely difficult to determine. Therefore, Participant agrees that if Participant violates this Section 6.10(b) solely as a result of any general solicitation advertisements that are not targeted at any Additional Restricted Employees and Seller shall not be prohibited from hiring any Additional Restricted Employees who respond to such general solicitation advertisements not targeted at 5 or the Additional Restricted Employees.
(c) Except as provided in the Transition Services Agreement, Boeing Commercial Airplanes (“BCA”) shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, (i) solicit the employment of, or hire, any Seller Engineering Employees without the prior written consent of Seller, provided, however, that Buyer shall not be in breach of its non-solicitation obligation set forth provisions contained in any written agreement by and between the foregoing clause (i) solely Participant and the Company, Participant will pay to the Company the value of the RSUs received and all costs incurred by Company, including its reasonable attorneys' fees, in any claim against Participant or to defend against any claim made by Participant related to the subject-matter herein. To the extent applicable, all Awarded Units shall cease to immediately vest as a result of the date of such breach, and any general solicitation advertisements Vested RSUs that are had not targeted at been converted into Shares prior to the date of such breach and any Seller Engineering Employees, but Buyer Unvested RSUs shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisements; or immediately forfeited and this Agreement (iiother than the provisions of Sections 4(b) take any action which is intended to induce any Seller Engineering Employee to leave his or her employ with Seller.
(dand 5) Except as provided in the Transition Services Agreement, BCA shall not, and Buyer shall not will be terminated on behalf of BCA, whether directly or indirectly, during the Restricted Period, solicit the employment of any New Seller Engineering Employees without the prior written consent of Seller; provided, however, that Buyer shall not be in breach of its non-solicitation obligation under this Section 6.10(d) solely as a result of any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering Employees.
(e) If Buyer or Seller breaches any the restrictive covenants set forth in this Section 6.10, then the non-breaching Party shall have the following rights and remedies against the breaching Party, each of which shall be independent of the others and severally enforceable, and each of the following rights and remedies is in addition to, and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actions: (i) the right and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders and injunctions by any court of competent jurisdiction, it being agreed by the Parties that any breach of this Section 6.10 would cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching Party, and (ii) the right and remedy to collect from the breaching Party any such Losses incurred by the non-breaching Party as a result of enforcing this Section 6.10.
(f) Each Party agrees that, in the event a court of competent jurisdiction declares there has been a breach by such Party of this Section 6.10, the term of any such term or covenant so breached shall be automatically extended with respect to such Party for a period of time of the violation from the date on which of such breach ceasesbreach.
Appears in 1 contract
Sources: Restricted Stock Unit Award Agreement (Hilltop Holdings Inc.)
Non-Solicitation. (a) Seller agrees that during the three (3) year period following the Closing Date, Seller shall not, whether directly or indirectly, during including through its Affiliates or another Person, or as an owner, member, partner, equityholder, consultant, lender, employee, director, manager, officer or otherwise:
(i) solicit, employ, retain or induce (or attempt to solicit, employ, retain or induce) any employee or sales representative of the period beginning on Company to leave his or her employment or engagement with the Closing Date and ending on Company;
(ii) solicit or induce (or attempt to solicit or induce) any supplier, vendor, service provider, consultant or customer which has a business relationship with the second anniversary Company as of the Closing Date for purposes of discontinuing or diverting any or all of their business or services from the Company;
(such period, the “Restricted Period”), (iiii) solicit the employment of, or hire, any Initial Restricted Employee without the prior written consent of Buyer, provided, however, that Seller the provisions of Section 6.08(a)(i) shall not be in breach preclude (x) solicitation of its non-solicitation obligation set forth employees in the foregoing clause (i) solely as form of the placement of a result general advertisement or other solicitation of any a general solicitation advertisements that are nature, in either case, not targeted at any Initial Restricted Employees, but Seller shall be prohibited from of the foregoing or (y) solicitation or hiring any Initial Restricted Employees who respond employee not employed by the Company for a period of six (6) months prior to such general solicitation advertisements not targeted at the Initial Restricted Employees; time of solicitation, or (iiz) take solicitation or hiring of any action which is intended to induce any Initial Restricted Employee to leave his employee terminated by the Company or her employ with the BusinessBuyer following the Closing date.
(b) Seller hereby acknowledges and agrees that the restrictive periods of time, geographic scope and scope of restricted activity specified herein are reasonable in scope and duration and are necessary in view of the transactions contemplated by this Agreement and the nature of the business in which the Company is engaged as of the Closing. If the scope of any stated restriction is adjudicated by a Governmental Authority to be too broad to permit enforcement of such restriction to its full extent, then the parties agree that such restriction shall notbe enforced and/or modified to the maximum extent permitted by Law, whether and the same will in no way effect any other circumstance or the enforceability of the remainder of this Agreement.
(c) Notwithstanding anything to the contrary contained herein, Section 6.08(a)(ii) above shall in no way bind those Affiliates of Seller (collectively, the “Affiliated Entities”) including the officers, directors, and employees of such Affiliated Entities (collectively, “Affiliated Personnel”) that: (i) are not provided with and do not receive any Confidential Information, directly or indirectly, during from Seller or the Restricted Period solicit Company; or (ii) are not acting at the employment direction of any Additional Restricted Employee without Seller or Seller’s representatives based on the prior written consent Confidential Information. For the avoidance of Buyer; provideddoubt, however, the Parties hereto acknowledge that (i) certain Affiliated Personnel who serve on the board of directors (or similar governing body) of one or more of such Affiliated Entities may also serve as a representative of Seller shall not in another position or role (a “Dual Representative”) and (ii) no such Affiliated Entities will be in breach of its non-solicitation obligation under this Section 6.10(b) deemed to have received such Confidential Information solely as a result of such dual role of any general solicitation advertisements such Dual Representative, provided that are not targeted at any Additional Restricted Employees and Seller such Dual Representative shall not be prohibited from hiring have disclosed any Additional Restricted Employees who respond Confidential Information to such general solicitation advertisements not targeted at Affiliated Entities or used any Confidential Information for the Additional Restricted Employees.
(c) Except as provided in the Transition Services Agreement, Boeing Commercial Airplanes (“BCA”) shall not, and Buyer shall not on behalf benefit of BCA, whether directly or indirectly, during the Restricted Period, (i) solicit the employment of, or hire, any Seller Engineering Employees without the prior written consent of Seller, provided, however, that Buyer shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Seller Engineering Employees, but Buyer shall be prohibited from hiring any Seller Engineering Employee who respond to such general solicitation advertisements; or (ii) take any action which is intended to induce any Seller Engineering Employee to leave his or her employ with SellerAffiliated Entities.
(d) Except as provided in the Transition Services Agreement, BCA shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, solicit the employment of any New Seller Engineering Employees without the prior written consent of Seller; provided, however, that Buyer shall not be in breach of its non-solicitation obligation under this Section 6.10(d) solely as a result of any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering Employees.
(e) If Buyer or Seller breaches any the restrictive covenants set forth in this Section 6.10, then the non-breaching Party shall have the following rights and remedies against the breaching Party, each of which shall be independent of the others and severally enforceable, and each of the following rights and remedies is in addition to, and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actions: (i) the right and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders and injunctions by any court of competent jurisdiction, it being agreed by the Parties hereby acknowledges that any breach of this Section 6.10 would 6.08 shall cause irreparable injury to the non-breaching Party goodwill and that money damages would proprietary rights of Buyer, for which Buyer shall not provide have an adequate remedy at Law. Accordingly, Seller agrees that Buyer shall be able to the non-breaching Party, and (ii) the right and remedy to collect from the breaching Party any such Losses incurred by the non-breaching Party as a result of enforcing this Section 6.10.
(f) Each Party agrees that, seek immediate injunctive relief in the event form of a court temporary restraining order, preliminary injunction, and/or permanent injunction against Seller to restrain or enjoin any violation of competent jurisdiction declares there has been a breach by such Party any provision of this Section 6.10, the term 6.08 without any requirement of any such term posting a bond or covenant so breached shall be automatically extended with respect to such Party for a period of time of the violation from the date on which such breach ceasesother surety or proving damages.
Appears in 1 contract
Non-Solicitation. (a) Seller shall not, whether directly or indirectly, during Twilio agrees that for the period beginning on from the date hereof until the earlier of (i) the date the Twilio Holders cease to have any rights under Section 2.7 or Section 2.8 and (y) thirty-six (36) months from the date of Closing Date and ending on the second anniversary of the Closing Date (such period, the “Restricted Non-Solicitation Period”), (i) it shall not, and shall cause its [Controlled Affiliates]5 not to, solicit for employment or hire any Person who at any time from and after the employment of, date hereof is employed by the Company or hire, any Initial Restricted Employee without its Subsidiaries in a management level sales role or as a senior executive of the prior written consent of Buyer, provided, however, Company or its Subsidiaries; provided that Seller the foregoing shall not be in breach apply (x) to solicitations made by job opportunity advertisements and headhunter searches directed to the general public rather than targeting any employees of the Company or its non-Subsidiaries (but shall apply to any hiring pursuant thereto), (y) with respect to any employee who has been terminated by the Company or its Subsidiaries prior to the commencement of such solicitation obligation set forth in the foregoing clause or hiring by Twilio or its Affiliates and (iz) solely as a result of with respect to any general solicitation advertisements that are not targeted at any Initial Restricted Employees, but Seller shall be prohibited from hiring any Initial Restricted Employees employee who respond to such general solicitation advertisements not targeted at the Initial Restricted Employees; or (ii) take any action which is intended to induce any Initial Restricted Employee to leave has voluntarily left his or her employ employment with the BusinessCompany or its Subsidiaries more than six (6) months prior to the commencement of such solicitation or hiring by Twilio or its Affiliates. 5 If Twilio Inc. will not be the Twilio party, this reference will be to Twilio Inc. and its Controlled Affiliates.
(b) Seller shall not, whether directly or indirectly, The Company agrees that during the Restricted Period solicit the employment of any Additional Restricted Employee without the prior written consent of Buyer; providedNon-Solicitation Period, however, that Seller shall not be in breach of its non-solicitation obligation under this Section 6.10(b) solely as a result of any general solicitation advertisements that are not targeted at any Additional Restricted Employees and Seller shall not be prohibited from hiring any Additional Restricted Employees who respond to such general solicitation advertisements not targeted at the Additional Restricted Employees.
(c) Except as provided in the Transition Services Agreement, Boeing Commercial Airplanes (“BCA”) it shall not, and Buyer shall cause its Subsidiaries not to, solicit for employment or hire any Person who at any time from and after the date hereof is employed by [Twilio]6 or its Subsidiaries in a management level sales role or as a senior executive of [Twilio] or its Subsidiaries; provided that the foregoing shall not on behalf apply (x) to solicitations made by job opportunity advertisements and headhunter searches directed to the general public rather than targeting any employees of BCA, whether directly [Twilio] or indirectly, during the Restricted Periodits Subsidiaries (but shall apply to any hiring pursuant thereto), (iy) solicit with respect to any employee who has been terminated by [Twilio] or its Subsidiaries prior to the employment of, commencement of such solicitation or hire, hiring by the Company or its Subsidiaries and (z) with respect to any Seller Engineering Employees without the prior written consent of Seller, provided, however, that Buyer shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Seller Engineering Employees, but Buyer shall be prohibited from hiring any Seller Engineering Employee employee who respond to such general solicitation advertisements; or (ii) take any action which is intended to induce any Seller Engineering Employee to leave has voluntarily left his or her employ employment with Seller.
[Twilio] or its Subsidiaries more than six (d6) Except as provided in months prior to the Transition Services Agreement, BCA shall not, and Buyer shall not on behalf commencement of BCA, whether directly such solicitation or indirectly, during the Restricted Period, solicit the employment of any New Seller Engineering Employees without the prior written consent of Seller; provided, however, that Buyer shall not be in breach of its non-solicitation obligation under this Section 6.10(d) solely as a result of any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering Employees.
(e) If Buyer or Seller breaches any the restrictive covenants set forth in this Section 6.10, then the non-breaching Party shall have the following rights and remedies against the breaching Party, each of which shall be independent of the others and severally enforceable, and each of the following rights and remedies is in addition to, and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actions: (i) the right and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders and injunctions by any court of competent jurisdiction, it being agreed by the Parties that any breach of this Section 6.10 would cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching Party, and (ii) the right and remedy to collect from the breaching Party any such Losses incurred by the non-breaching Party as a result of enforcing this Section 6.10Company or its Subsidiaries.
(f) Each Party agrees that, in the event a court of competent jurisdiction declares there has been a breach by such Party of this Section 6.10, the term of any such term or covenant so breached shall be automatically extended with respect to such Party for a period of time of the violation from the date on which such breach ceases.
Appears in 1 contract
Non-Solicitation. From the date hereof until the third (a3rd) anniversary of the Closing Date, the Seller shall will not, whether and will cause its Affiliates not to, directly or indirectly, for itself or on behalf of or in conjunction with any other Person, (a) solicit or hire or employ or engage any Person in any capacity who at any time during the preceding 12-month period beginning on the Closing Date and ending on the second anniversary of the Closing Date (such period, the “Restricted Period”), (i) solicit the employment was an employee of, or hireconsultant providing agro-chemical services or services analogous to those provided by an executive officer to, any Initial Restricted Employee without Acquired Company for whom the prior written consent of Buyer, provided, however, that Seller shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are not targeted at any Initial Restricted Employees, but Seller shall be prohibited from hiring any Initial Restricted Employees who respond to base annual compensation for such general solicitation advertisements not targeted at the Initial Restricted Employees; Person during such period exceeded $200,000 or (ii) take any action which is intended to induce any Initial Restricted Employee to leave his or her employ with the Business.
(b) Seller shall notcause, whether directly induce or indirectlyattempt to cause or induce any customer, during strategic partner, supplier, distributor, landlord or others doing business with the Restricted Period solicit Purchaser, the employment Company or any of their respective Affiliates or Subsidiaries to cease or reduce the extent of its business relationship with the Purchaser, the Company or any Additional Restricted Employee without of their respective Affiliates or Subsidiaries or to deal with any competitor of the prior written consent Purchaser, the Company or any of Buyertheir respective Affiliates or Subsidiaries; provided, however, that Seller shall this Section 5.09 will not be in breach of its non-solicitation obligation under this Section 6.10(b) solely as a result of any general solicitation advertisements that are not targeted at any Additional Restricted Employees and deemed to prohibit the Seller shall not be prohibited from hiring any Additional Restricted Employees who respond to such general solicitation advertisements not targeted at the Additional Restricted Employees.
(c) Except as provided in the Transition Services Agreement, Boeing Commercial Airplanes (“BCA”) shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, (i) solicit the employment of, engaging in general media advertising or hire, any Seller Engineering Employees without the prior written consent of Seller, provided, however, solicitation that Buyer shall not be in breach of its non-solicitation obligation set forth in the foregoing clause (i) solely as a result of any general solicitation advertisements that are is not targeted at towards employees of the Purchaser, the Company or any Seller Engineering Employees, but Buyer shall be prohibited from of their respective Affiliates or Subsidiaries and hiring any Seller Engineering Employee Person who respond responds to any such general solicitation advertisements; or solicitation, (ii) take soliciting, hiring, employing or engaging any action which is intended Person who has left the service of the Purchaser, the Company or any of their respective Affiliates or Subsidiaries, at least six (6) months prior to induce the Closing Date, (iii) soliciting, hiring, employing or engaging any of the employees, contractors or consultants of Seller Engineering Employee to leave his or her employ with Seller.
whose names are listed on Exhibit 5.09 attached hereto and (div) Except as provided engaging any consultant providing services in the Transition Services Agreement, BCA shall not, and Buyer shall not on behalf of BCA, whether directly or indirectly, during the Restricted Period, solicit the employment respect of any New Seller Engineering Employees without the prior written consent of Seller; provided, however, that Buyer shall matter not be in breach of its non-solicitation obligation under this Section 6.10(d) solely as a result of any general solicitation advertisements that are not targeted at any New Seller Engineering Employees and Buyer shall not be prohibited from hiring any New Seller Engineering Employees who respond to such general solicitation advertisements not targeted at the New Seller Engineering Employees.
(e) If Buyer or Seller breaches any the restrictive covenants set forth in this Section 6.10, then the non-breaching Party shall have the following rights and remedies against the breaching Party, each of which shall be independent of the others and severally enforceable, and each of the following rights and remedies is in addition to, and not in lieu of, any other rights and remedies otherwise available to such non-breaching Party at Law or in equity for such actions: (i) the right and remedy to have the restrictive covenant in this Section 6.10 specifically enforced against such breaching Party, including temporary restraining orders and injunctions by any court of competent jurisdiction, it being agreed by the Parties that any breach of this Section 6.10 would cause irreparable injury related to the non-breaching Party and that money damages would not provide an adequate remedy to the non-breaching PartyBusiness, and (ii) the right and remedy to collect from the breaching Party any such Losses incurred by the non-breaching Party as a result of enforcing this Section 6.10.
(f) Each Party agrees thatexcept for, in the event a court of competent jurisdiction declares there has been a breach by such Party case of this Section 6.10clause (iv), any consultant providing services analogous to those provided by an executive officer to the term of any such term or covenant so breached shall be automatically extended with respect to such Party for a period of time of the violation from the date on which such breach ceasesBusiness.
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Sources: Stock Purchase Agreement (Platform Specialty Products Corp)