Non-Solicitation. During your employment with the Company and for a period of one (1) year thereafter, you will not directly or indirectly solicit away employees or consultants of the Company for your own benefit or for the benefit of any other person or entity.

Non-Solicitation. In consideration of the Award made to Participant under this Agreement, starting on the Grant Date and ending on the date that is exactly twelve (12) months after Participant's “Separation Date” (defined below), Participant shall not directly or indirectly recruit or solicit for hire, or hire, or assist in any manner in the recruitment, solicitation for hire or hiring, of any employee or officer of the Company or any of its Subsidiaries or Affiliates in each case involving employment by any individual, business or entity other than the Company or one of its Subsidiaries or Affiliates, or in any way induce any such employee or officer to terminate his or her employment with the Company or any of its Subsidiaries or Affiliates. For purposes of this Paragraph, "Separation Date" means the date on which Participant's employment with the Company or one of its Subsidiaries or Affiliates terminates for any reason. A violation of this Paragraph 12 by Participant shall constitute a “material violation” of an “agreement between the Participant and the Company” within the meaning of [clause (iii)] of the definition of Disqualifying Activity. The provisions of this Paragraph 12 shall be in addition to, and shall not supersede or replace, the provisions of any employment or other agreement between Participant and the Company or any of its Subsidiaries or Affiliates that contains similar or additional restrictions on Participant.

No Solicitation. Subject to [Section 5.18], each Shareholder shall not, and shall cause its directors and officers in their capacities as such not to, and shall direct its other Representatives not to directly or indirectly, # solicit, initiate, knowingly encourage or knowingly facilitate any inquiry, proposal or offer that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal, # enter into, continue or otherwise participate or engage in any negotiations or discussions regarding, or furnish to any person other than Buyer or its Representatives any non-public information or data in furtherance of, any Acquisition Proposal or Inquiry, # approve, recommend, declare advisable or enter into an Alternative Acquisition Agreement, # agree to or propose publicly to do any of the foregoing. Each Shareholder shall, and shall cause each of its subsidiaries to, and shall direct the Representatives of such Shareholder and its subsidiaries to # immediately cease and cause to be terminated all existing discussions and negotiations with any Person and its Representatives (other than Buyer or any of its Representatives) conducted heretofore with respect to any Acquisition Proposal and # not terminate, amend, release or modify any provision of any standstill agreement (including any standstill provisions contained in any confidentiality or other agreement) to which it or any of its Affiliates or Representatives is a party. Nothing in this [Section 4.4] shall prohibit each Shareholder or its Representatives from informing any Person of the existence of the provisions contained in this [Section 4.4].

No Solicitation. The Employee shall not, during the Employment Term and the twenty four (24) month period following the Employment Term (the “Restriction Period”) directly or indirectly, solicit, entice, persuade, induce or cause any employee, officer, manager, director, consultant, agent or independent contractor of the Company to terminate his, her or its employment, consultancy or other engagement by the Company to become employed by or engaged by any individual, entity, corporation, partnership, association, or other organization (collectively, “Person”) other than the Company, or approach any such employee, officer, manager, director, consultant, agent or independent contractor for any of the foregoing purposes, or authorize or assist in the taking of any of such actions by any Person.

During the period commencing on the date hereof and ending on ​ (or, if earlier, either # the date that is 30 days after the Company receives written notice from Executive that the Company has materially breached this Agreement if such breach is not cured by the Company within such 30-day period or # the date that is two years after the last day of Executive’s service with the Company), Executive will not, directly or indirectly, for himself or on behalf of any person or entity, solicit or attempt to solicit any of Southern’s or its subsidiaries’ employees to leave their employment with Southern or any such subsidiary. The provisions of this [Section 10] shall only apply to those persons employed by Southern or its subsidiaries at the time of the solicitation or attempted solicitation, shall not restrict the hiring of any person which occurred without any recruitment or solicitation by Executive (including by reason of placing a general advertisement to hire which is not targeted at the employees of Southern or any subsidiary), and shall not prevent Executive from responding to contacts initiated by such employees or providing references if requested by any such employee.

Until the date twelve (12) months after the termination of Executive’s employment with the Company for any reason, Executive agrees to not, either directly or indirectly, solicit, induce, attempt to hire, recruit, encourage, take away, or hire any employee of the Company (or any Affiliate of the Company) or any individual that has been an employee of the Company (or any Affiliate of the Company) during the 6-month period prior to Executive’s termination of employment hereunder or cause any such employee or former employee to leave his or her employment either for Executive or for any other entity or person.

During the Non-Solicitation Period, you shall not directly or indirectly engage or attempt to engage in any of the following acts:

Non-solicitation. In consideration of the payment by the Company to ​ of amounts that may hereafter be paid to ​ pursuant to this Agreement (including, without limitation, pursuant to [[Sections 3 and 5]5]] hereof) and other obligations undertaken by the Company hereunder, ​ agrees that during his employment with the Company and for a period of one year following the date of termination of his employment, without the written consent of the Company ​ shall not, directly or indirectly, # solicit, encourage or recruit, or attempt to solicit, encourage or recruit any of the employees, agents, consultants or representatives of the Company or any of its affiliates to terminate his, her, or its relationship with the Company or such affiliate; or # solicit, encourage or recruit, or attempt to solicit, encourage or recruit, any of the employees, agents, consultants or representatives of the Company or any of its affiliates to become employees, agents, representatives or consultants of any other person or entity. The foregoing notwithstanding, actions by SGI (including its affiliates) or by ​ in his capacity as a director or executive officer of SGI (or its affiliates) relating to hiring shall not be deemed to violate this [Section 6(b)], and actions by ​ during his employment that are intended to further the business and are in the best interests of the Company and its affiliates shall not be deemed to violate this [Section 6(b)].

Non-Solicitation. During the Directorship Term and for a period of three (3) years thereafter, the Director shall not interfere with the Company’s relationship with, or endeavor to entice away from the Company, any person who, on the date of the termination of the Directorship Term and/or at any time during the one year period prior to the termination of the Directorship Term, was an employee or customer of the Company or otherwise had a material business relationship with the Company.

Non-Solicitation. Participant will not, during his or her employment with the Company and its Affiliates and for the three (3) year period immediately after Participant’s termination of employment with the Company and its Affiliates, directly or indirectly through any other person, corporation, partnership, company, joint venture, or other business entity or trust: