Employee Non-Solicit. (a) From and after the Effective Time until the date that is one (1) year after the Effective Time (and unless a waiver is expressly granted in writing in advance by the Chief Human Resources Officer of Parent), SpinCo shall not and shall ensure that no Subsidiary of SpinCo, directly or indirectly, solicits for employment any employee of Parent or its Subsidiaries with title of “director” (or equivalent or higher) (the “Parent Restricted Employees”); provided, however, that nothing in this Section 5.6(a) will prohibit SpinCo or any of its Subsidiaries from (i) engaging in general solicitations to the public or general advertising not directly targeted at the Parent Restricted Employees, (ii) soliciting any person via a search firm or employment agency that is not instructed to specifically target Parent Restricted Employees, (iii) soliciting any person who has ceased to be employed by Parent or any of its Subsidiaries, or (iv) soliciting any person who initiates discussions regarding employment with SpinCo or any of its Subsidiaries without any direct or indirect solicitation by SpinCo or any of its Subsidiaries.
(b) From and after the Effective Time until the date that is one (1) year after the Effective Time (and unless a waiver is expressly granted in writing in advance by the Chief Human Resources Officer of SpinCo), Parent shall not and shall ensure that no Subsidiary of Parent, directly or indirectly, solicits for employment any employee of SpinCo or its Subsidiaries with title of “director” (or equivalent or higher) (the “SpinCo Restricted Employees”); provided, however, that nothing in this Section 5.6(b) will prohibit Parent or any of its Subsidiaries from (i) engaging in general solicitations to the public or general advertising not directly targeted at the SpinCo Restricted Employees, (ii) soliciting any person via a search firm or employment agency that is not instructed to specifically target SpinCo Restricted Employees, (iii) soliciting any person who has ceased to be employed by SpinCo or any of its Subsidiaries, or (iv) soliciting any person who initiates discussions regarding employment with Parent or any of its Subsidiaries without any direct or indirect solicitation by Parent or any of its Subsidiaries.
Employee Non-Solicit. (i) For a period of 2 years from and after the Closing Date, IDB Buyer shall not, in any capacity, including as partner, member, stockholder or investor, nor shall it authorize or permit any of its Affiliates or any of its and their respective directors, officers, employees, representatives or consultants to, directly or indirectly, (A) cause, induce or attempt to cause or induce any employee of the Seller Retained Subsidiaries to terminate such relationship; (B) in any way interfere with the relationship between the Seller Retained Subsidiaries and any of their respective employees; or (C) hire, retain, employ or otherwise engage or attempt to hire, retain employ or otherwise engage as an employee, independent contractor or otherwise, any employee of the Seller Retained Subsidiaries.
(ii) For a period of 2 years from and after the Closing Date, Seller shall not, in any capacity, including as partner, member, stockholder or investor, nor shall it authorize or permit any of its Affiliates or any of its and their respective directors, officers, employees, representatives or consultants to, directly or indirectly, (A) cause, induce or attempt to cause or induce any employee of IDB Buyer or the IDB Subsidiaries to terminate such relationship; (B) in any way interfere with the relationship between IDB Buyer and the IDB Subsidiaries and any of their respective employees; or (C) hire, retain, employ or otherwise engage or attempt to hire, retain, employ or otherwise engage as an employee, independent contractor or otherwise, any employee of IDB Buyer or the IDB Subsidiaries. Notwithstanding the limitations in this Section 5.10(c), no Party shall be precluded from hiring, retaining, employing or otherwise engaging any person who (A) responds to general or public solicitation not targeted at employees of the Seller Retained Subsidiaries or IDB Buyer and the IDB Subsidiaries, as applicable, or (B) initiates discussions regarding such employment or engagement without any direct or indirect solicitation.
Employee Non-Solicit. (a) Beginning on the Closing Date, neither Seller Parent nor any of its Affiliates (including its directors, officers and agents) shall, prior to the first (1st) anniversary of the Closing Date, directly or indirectly, solicit for purposes of employment, offer to hire, hire or enter into any employment agreement with any Continuing Employee, or otherwise solicit, induce or otherwise encourage any Continuing Employee to discontinue, refrain from entering into any employment relationship (contractual or otherwise) with Buyer Group or during the period prior to Closing, reassign any such Person’s duties and responsibilities to functions not Related to the Business; provided, however, that notwithstanding the foregoing, for purposes of this Agreement, Seller Parent and its Affiliates shall not be prohibited from placing general advertisements or conducting general employment solicitations (including via a search firm inquiry) that are not targeted at any employee of Buyer Group.
(b) Beginning on the Closing Date, neither Buyer Parent nor any of its Affiliates (including its directors, officers and agents) shall, prior to the first (1st) anniversary of the Closing Date, directly or indirectly, solicit for purposes of employment, offer to hire, hire or enter into any employment agreement with any Non-Business Employee, or otherwise solicit, induce or otherwise encourage any Non-Business Employee to discontinue or refrain from entering into any employment relationship (contractual or otherwise) with Seller Parent or any Seller Parent Subsidiary; provided, however, that notwithstanding the foregoing, for purposes of this Agreement, Buyer Parent and its Affiliates shall not be prohibited from placing general advertisements or conducting general employment solicitations (including via a search firm inquiry) that are not targeted at any employee of Seller Parent or any Seller Parent Subsidiary.
Employee Non-Solicit. During the Term and during the two-year period following the Termination Date, Executive shall not knowingly perform any action, activity or course of conduct that is substantially detrimental to the business or business reputations of the Company Parties, including (i) soliciting, recruiting or hiring (or attempting to solicit, recruit or hire) any employees of the Company Parties or any persons who have worked for the Company Parties during the 12-month period immediately preceding such solicitation, recruitment or hiring or attempt thereof; (ii) intentionally interfering with the relationship of the Company Parties with any person or entity who or which is employed by or otherwise engaged to perform services for, or any customer, client, supplier, licensee, licensor or other business relation of, the Company Parties; or (iii) assisting any person or entity in any way to do, or attempt to do, anything prohibited by the immediately preceding clause (i) or (ii).
Employee Non-Solicit. During the term of this Agreement and for 12 months thereafter, neither party shall, directly or indirectly, solicit for employment any employee of the other party that is or has been involved in the provision or receipt of the Professional Services, provided that general advertisements (and any discussions based upon responses thereto) shall not be deemed to be a breach of this Section.
Employee Non-Solicit. Seller hereby agrees that it and its Subsidiaries shall not, from the Closing Date until the date that is two years from the Closing Date, directly or indirectly, induce or solicit any Restricted Employee to leave the service or employment of Buyer and its Affiliates or hire any Restricted Employee as an employee or as a consultant; provided, however, that such prohibitions shall not apply to (i) general solicitations for employment through advertisements or similarly undirected efforts, (ii) general solicitations by third parties (such as recruiters), (iii) any such employee that has been terminated, or (iv) any hiring of any Restricted Employee who resigned as an employee of Buyer or its Affiliates at least six months prior to such hiring.
Employee Non-Solicit. During the two (2) year period beginning on the Closing Date, each Seller (other than Safety Products, LLC) agrees that he, she or it shall not, directly or indirectly, (a) induce any individual listed on Section 3L(ii) of the Company Disclosure Letter to terminate his or her employment relationship with the Company or its Subsidiaries or hire or offer any such individual listed on Section 3L(ii) of the Company Disclosure Letter employment, or (b) with respect to all other employees of the Company and its Subsidiaries, induce any such individual to terminate his or her employment relationship with the Company or its Subsidiaries or offer any such individual employment; provided, that the prohibitions in this Section 3L(ii) shall not apply to (x) general solicitations of employment (including through the use of employment agencies) that are not specifically directed at employees of the Company or its Subsidiaries, and any hirings therefrom and (y) any post-termination inducements, solicitations and/or hirings of any individual whose employment with the Company and/or any of its Subsidiaries was terminated at least six (6) months prior to the date of any such inducement, solicitation or hiring.
Employee Non-Solicit. Each Party agrees that, for a period of 12 months from the Effective Time, such Party (a “Soliciting Party”) will not, and will cause the other Group Members of such Party’s Group and will direct its and their Representatives not to, directly or indirectly solicit for employment any employee of any the other Party or any of its Group Members (a “Protected Party”); provided, however, that the foregoing shall not prohibit: (i) generalized solicitations by advertising or similar methods of solicitation by search firms, which are not directed to specific individuals or employees of the Protected Party; or (ii) solicitations of persons who have ceased to be employed or retained by a Protected Party for at least six months; and provided, further, that any obligations of the Soliciting Party pursuant to this Section 10.02 shall terminate and be of no further force and effect effective upon a Change in Control of the Protected Party.
Employee Non-Solicit. During the term of this Agreement and for a one (1) year period following any termination of this Agreement, neither party will, either directly or indirectly, on its own behalf or on behalf of its affiliates or others, solicit, divert or hire away, or attempt to solicit, divert or hire away any person who is (or was, at any time during the term of the Agreement or such one (1) year period following) an employee of the other party. Notwithstanding the foregoing, it is understood that this employee non-solicitation provision shall not prohibit: (i) solicitation of any person who contacts a soliciting party on his or her own initiative without any solicitation by or encouragement from the soliciting party; (ii) generalized solicitations by advertising and the like which are not directed to specific Rev. 11/07/2021 pg. 13 individuals or employees of the protected party; (iii) solicitations of persons whose employment was previously terminated by the protected party; or (iv) solicitations of persons who have terminated their employment with the protected party without any prior solicitation by the soliciting party.
Employee Non-Solicit. (a) Beginning on the Closing Date, neither Seller Parent nor any of its Controlled Affiliates shall, prior to the end of the first (1st) anniversary of the Closing Date, directly or indirectly, solicit for purposes of employment, offer to hire, hire or enter into any employment agreement with any person who at the time of such action is, or has been within the last sixty (60) days, an employee of Buyer or any of its Subsidiaries, or otherwise solicit, induce or otherwise encourage any such person to discontinue, or refrain from entering into any employment relationship (contractual or otherwise) with Buyer or any of its Subsidiaries; provided, however, that notwithstanding the foregoing, for purposes of this Agreement, Seller Parent and its Affiliates shall not be prohibited from (i) placing general advertisements or conducting general employment solicitations (including via a search firm inquiry) that are not targeted at any current or former employee of Buyer or any of its Affiliates, 62 or (ii) soliciting or employing any such person who, for a period of at least sixty (60) continuous days prior to the date of such solicitation or employment, has not served as a director, officer or employee of Buyer or any of its Subsidiaries.
