Prohibition on Solicitation and Hiring Sample Clauses

Prohibition on Solicitation and Hiring. (a) To the fullest extent permitted by applicable law, during the period prior to the Closing, Seller shall not, and it shall not permit any of its subsidiaries to, hire or retain as an employee or consultant, or offer to hire or retain as an employee or consultant, or solicit the services of the Business Employees for any position unrelated to the Business except for the persons set forth on Schedule 5.9 of the Disclosure Schedules.
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Prohibition on Solicitation and Hiring. During the period prior to the Closing, no member of the Seller Group shall hire or retain as an employee or consultant, or offer to hire or retain as an employee or consultant, or solicit the services of, any Eligible Employee for any position unrelated to the Business unless and until an Eligible Employee has rejected the offer of employment by Buyer. During the two (2)-year period immediately following the Closing Date, no member of the Seller Group shall hire or retain as an employee or consultant, or offer to hire or retain as an employee or consultant, or solicit the services of, any Affected Employee; provided, however, that nothing in this Section 5.10 shall prevent the Seller Group after the Closing Date from publishing any general advertisement or similar notice in any newspaper or other publication of general circulation and hiring or retaining as a consultant any Affected Employee who responds to such general advertisement without any solicitation by any member of the Seller Group or any of its respective directors or officers; provided, further, however, that after the one-year anniversary of the Closing Date, the foregoing restrictions shall not apply with respect to any Affected Employee beginning 90 days after such Affected Employee’s employment terminates with Buyer.
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Prohibition on Solicitation and Hiring. (a) The Purchaser shall not, nor shall it permit any Affiliate (other than a portfolio company) to, for a period of two (2) years from the date hereof, directly or indirectly, solicit for employment or hire any senior management employee or senior technical employee of the Business, the Company or any of its Subsidiaries, with whom the Purchaser came into contact as a result of either the due diligence process in respect of the Transactions or the exercise of the Preferred Director's rights as provided in this Agreement, the Restated Certificate and the Amended Bylaws, whether or not such Person would commit a breach of his or her contract of service in leaving such employment; provided, however, that the foregoing shall not prohibit the Purchaser or an Affiliate of the Purchaser from making general solicitations of employment (or engaging search firms to make such solicitations) not specifically directed toward employees of the Company or any of its Subsidiaries and/or hiring any employee who responds to any such general solicitation or initiates contact with the Purchaser or Affiliate without solicitation.
Sample 1
Prohibition on Solicitation and Hiring. From the date of this Agreement through the 2-year anniversary of the Closing Date, neither Maxygen nor any of its Affiliates shall hire or retain as an employee or consultant, or offer to hire or retain as an employee or consultant, or solicit the services of, any full-time employees of Xxxxxx, or employees of Maxygen who work for the exclusive benefit of Xxxxxx as of the date of this Agreement (collectively, the “Xxxxxx Employees”) that accept offers of employment from Pioneer provided in accordance with Section 6.2(b) for any position unrelated to Xxxxxx; provided, however, that nothing in this Section 6.3 shall prevent Maxygen and its Affiliates, after the 6-month anniversary of the Closing Date, from publishing a general advertisement or similar notice in any newspaper or trade or industry publication and hiring or retaining as an employee or consultant any Xxxxxx Employee who responds to such general advertisement without any solicitation by Maxygen or its Affiliates or any of their respective directors or officers.
Sample 1
Prohibition on Solicitation and Hiring. (a) No Purchaser or Permitted Transferee shall, nor shall it permit any Affiliate (other than a portfolio company) to, for a period of two years from the date hereof, directly or indirectly, solicit for employment or hire any 43 38 senior management employee or senior technical employee of the Enterprise Communications Business, the Company or any Subsidiary, with whom such Purchaser or Permitted Transferee came into contact as a result of either the due diligence process in respect of the Transactions or the exercise of the Warburg Group's director and observer rights in Section 5.09, whether or not such person would commit a breach of his or her contract of service in leaving such employment; provided, however, that the foregoing shall not prohibit any Purchaser, Permitted Transferee or Affiliate from making general solicitations of employment (or engaging search firms to make such solicitations) not specifically directed toward employees of the Company or any of its subsidiaries and/or hiring any employee who responds to any such general solicitation or initiates contact with any Purchaser, Permitted Transferee or Affiliate without solicitation.
Sample 1

Related to Prohibition on Solicitation and Hiring

  • Non-Solicitation and Non-Compete The Executive agrees that,

  • Non-Solicitation and Non-Competition Ancillary to the agreements to provide Executive with the Confidential Information as set forth above, and in order to aid in the enforcement of those agreements, Executive agrees that, during the Term and for a period of two (2) years after the termination of Executive’s employment with the Company (or, in the event Executive is entitled to the payments and benefits described in Section 4.3(c) for a period of one (1) year after termination of Executive’s employment with the Company) (as applicable, the “Prohibited Period”), he will:

  • Non-Competition and Non-Solicitation In consideration of the salary paid to the Executive by the Company and subject to applicable law, the Executive agrees that during the term of the Employment and for a period of one (1) year following the termination of the Employment for whatever reason:

  • PROHIBITION ON NON-COMPETE RESTRICTIONS Grantee shall not require any employees or Subcontractors to agree to any conditions, such as non-compete clauses or other contractual arrangements that would limit or restrict such persons or entities from employment or contracting with the State of Texas.

  • Non-Competition and Non-Solicitation Covenants During his employment with the Company and for a period of one (1) year thereafter (“Restricted Period”), whatever the reason for Executive’s termination of employment, unless Executive receives the Company’s advance written waiver, Executive shall not, either directly or indirectly, either on his own behalf or on behalf of another business, engage in or assist others in the following activities:

  • No Solicitation of Customers During the Executive’s employment with the Employer and for a period of 12 months thereafter, the Executive shall not (except on behalf of or with the prior written consent of the Employer), either directly or indirectly, on the Executive’s own behalf or in the service or on behalf of others, (A) solicit, divert, or appropriate to or for a Competing Business, or (B) attempt to solicit, divert, or appropriate to or for a Competing Business, any person or entity that is or was a customer of the Employer or any of its Affiliates at any time during the 12 months prior to the date of termination and with whom the Executive has had material contact.

  • Non-Solicitation of Customers The Executive agrees that, during the Restricted Period, he will not, directly or indirectly, solicit or attempt to solicit (i) any party who is a customer or client of the Company or its subsidiaries, who was a customer or client of the Company or its subsidiaries at any time during the twelve (12) month period immediately prior to the date the Executive's employment terminates or who is a prospective customer or client that has been identified and targeted by the Company or its subsidiaries for the purpose of marketing, selling or providing to any such party any services or products offered by or available from the Company or its subsidiaries, or (ii) any supplier or vendor to the Company or any subsidiary to terminate, reduce or alter negatively its relationship with the Company or any subsidiary or in any manner interfere with any agreement or contract between the Company or any subsidiary and such supplier or vendor.

  • Confidential Information and Non-Solicitation (a) The Executive shall hold in a fiduciary capacity for the benefit of the Company all secret or confidential information, knowledge or data relating to the Company and its subsidiaries and affiliates, which shall have been obtained by the Executive in connection with the Executive’s employment by the Company and which shall not be or become public knowledge (other than by acts by the Executive or representatives of the Executive in violation of this Agreement). After termination of the Executive’s employment with the Company, the Executive shall not, without the prior written consent of the Company or as may otherwise be required by law or legal process, communicate or divulge any such information, knowledge or data, to anyone other than the Company and those designated by it; provided, however, that if the Executive receives actual notice that the Executive is or may be required by law or legal process to communicate or divulge any such information, knowledge or data, the Executive shall promptly so notify the Company.

  • Confidentiality, Non-Competition and Non-Solicitation Employee agrees, as a condition to Employee’s employment with the Company, to execute the Company’s standard form of Employee Non-Disclosure, Invention Release and Non-Competition Agreement attached hereto as Exhibit A.

  • Non-Competition, Non-Solicitation and Non-Disparagement (a) The Executive understands and recognizes that his services to the Company are special and unique and that in the course of performing such services the Executive will have access to and knowledge of Confidential and Proprietary Information (as defined in Section 6) and the Executive agrees that, during the Term and for a period of six (6) months thereafter, he shall not in any manner, directly or indirectly, on behalf of himself or any person, firm, partnership, joint venture, corporation or other business entity (“Person”), enter into or engage in any business which is engaged in any business directly or indirectly competitive with the business of the Company, either as an individual for his own account, or as a partner, joint venturer, owner, executive, employee, independent contractor, principal, agent, consultant, salesperson, officer, director or shareholder of a Person in a business competitive with the Company within the geographic area of the Company’s business, which is deemed by the parties hereto to be the United States. The Executive acknowledges that, due to the unique nature of the Company’s business, the loss of any of its clients or business flow or the improper use of its Confidential and Proprietary Information could create significant instability and cause substantial damage to the Company and its affiliates and therefore the Company has a strong legitimate business interest in protecting the continuity of its business interests and the restriction herein agreed to by the Executive narrowly and fairly serves such an important and critical business interest of the Company. For purposes of this Agreement, the Company shall be deemed to be actively engaged in the business of medical staffing placements. Notwithstanding the foregoing, nothing contained in this Section 7(a) shall be deemed to prohibit the Executive from (i) acquiring or holding, solely for investment, publicly traded securities of any corporation, some or all of the activities of which are competitive with the business of the Company so long as such securities do not, in the aggregate, constitute more than three percent (3%) of any class or series of outstanding securities of such corporation.

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