Common use of Employee Non-Solicit Clause in Contracts

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. (a) From and after Each Stockholder Party agrees that during the Effective Time until period ending on the date that is one third (13rd) year after anniversary of the Effective Time (and unless a waiver is expressly granted in writing in advance by the Chief Human Resources Officer of Parent)Closing Date, SpinCo such Stockholder Party shall not not, and shall ensure cause its Affiliates (other than those of its portfolio companies that no Subsidiary of SpinCohave not been (i) provided any employee information or other confidential information relating to the Company and its Subsidiaries, or (ii) purposely influenced or caused to engage in conduct that would otherwise violate this Section 6.11(a)) not to, in any manner, directly or indirectly, solicits for employment induce or attempt to induce any employee member of Parent the senior management team or its Subsidiaries with title department head of “director” (or equivalent or higher) (the “Parent Restricted Employees”); provided, however, that nothing in this Section 5.6(a) will prohibit SpinCo Company or any of its Subsidiaries from or any Key Employee to terminate or abandon his or her employment or engagement for any purpose whatsoever. Notwithstanding the foregoing, nothing contained herein shall preclude the hiring of any such Person (i) engaging in who responds to a general solicitations to the public or general advertising solicitation of employment through an advertisement not directly targeted specifically at the Parent Restricted EmployeesCompany or any of its Subsidiaries or their respective employees, (ii) soliciting who contacts a Stockholder Party on his or her own initiative without any person via a search firm solicitation by such Stockholder Party or employment agency that is not instructed to specifically target Parent Restricted Employees, (iii) soliciting any person who has ceased to be been terminated by the Company or any of its Subsidiaries after the Closing or who has not been employed by Parent the Company or any of its Subsidiaries, or in each case for a period of at least six (iv6) 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 Subsidiariesmonths prior to such solicitation. (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 If, at any time of SpinCo), Parent shall not and shall ensure that no Subsidiary enforcement 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(b6.11, a court or an arbitrator holds that the restrictions stated herein are unreasonable under circumstances then existing, the Parties agree that the maximum period, scope or geographical area reasonable under such circumstances shall be substituted for the stated period, scope or area and that the court or arbitrator shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by Applicable Law. (c) will prohibit Without limiting the right of Parent to pursue all other legal and equitable rights available to it for violation of this Section 6.11 by any of the Stockholder Parties or their Affiliates, it is agreed that other remedies cannot fully compensate Parent or any of its Subsidiaries from (i) engaging in general solicitations the Surviving Corporation for such a violation and that Parent and the Surviving Corporation shall each be entitled to the public injunctive relief to prevent violation 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 Subsidiariescontinuing violation thereof.