Common use of Employee Non-Solicit Clause in Contracts

Employee Non-Solicit. (a) Beginning on the Closing Date, neither Seller Parent nor any of its Subsidiaries 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 Continuing Employee, or otherwise solicit, induce or otherwise encourage any Continuing Employee to discontinue, or refrain from entering into any employment relationship (contractual or otherwise) with Buyer or its Affiliates; provided, however, that notwithstanding the foregoing, for purposes of this Agreement, Seller Parent and its Subsidiaries 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 Continuing Employee, or (ii) soliciting or employing any Continuing Employee who has ceased to serve due to termination other than for cause, and, for a period of at least six (6) continuous months 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.

Appears in 2 contracts

Samples: Purchase and Sale Agreement (Medicines Co /De), Purchase and Sale Agreement (Melinta Therapeutics, Inc. /New/)

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Employee Non-Solicit. (a) Beginning on the Closing Date, neither Seller Parent nor any of its Subsidiaries 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 Continuing Employeeperson 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 Continuing Employee such person to discontinue, or refrain from entering into any employment relationship (contractual or otherwise) with Buyer or any of its AffiliatesSubsidiaries; provided, however, that notwithstanding the foregoing, for purposes of this Agreement, Seller Parent and its Subsidiaries 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 Continuing Employeecurrent or former employee of Buyer or any of its Affiliates, or (ii) soliciting or employing any Continuing Employee who has ceased to serve due to termination other than for cause, andsuch person who, for a period of at least six sixty (660) continuous months days prior to the date of such solicitation or employment, has not served, served as a director, officer or employee of Buyer or any of its Subsidiaries.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Medicines Co /De)

Employee Non-Solicit. (a) Beginning on the Closing Date, neither Seller Parent Buyer nor any of its Subsidiaries 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 Continuing Employeeemployee of Seller or any Subsidiary of Seller, or otherwise solicit, induce or otherwise encourage any Continuing Employee employee of Seller or any Subsidiary of Seller to discontinue, discontinue or refrain from entering into any employment relationship (contractual or otherwise) with Buyer Seller or its Affiliatesany Subsidiary of Seller; provided, however, that notwithstanding the foregoing, for purposes of this Agreement, Seller Parent Buyer and its Subsidiaries shall not be prohibited from (ia) placing general advertisements or conducting general employment solicitations (including via a search firm inquiry) that are not targeted at any Continuing Employeeemployee of Seller or any Subsidiary of Seller or employing any Person who responds to any such general advertisements or solicitations, or (iib) soliciting or employing any Continuing Employee employee of Seller or any Subsidiary of Seller who has ceased to serve due to termination other than for cause, and, for a period of at least six (6) continuous months [***] prior to the date of such solicitation or employment, has not served, as a director, officer or employee of Buyer Seller or any Subsidiary of its SubsidiariesSeller, or (c) soliciting or employing any employee of Seller or any Subsidiary of Seller that has been terminated by Seller or any Subsidiary of Seller other than for cause.

Appears in 1 contract

Samples: Asset Purchase Agreement (Fusion Pharmaceuticals Inc.)

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Employee Non-Solicit. (a) Beginning on the Closing Date, neither Seller Parent nor any of its Subsidiaries 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 Continuing Employeeperson 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 Continuing Employee such person to discontinue, or refrain from entering into any employment relationship (contractual or otherwise) with Buyer or any of its AffiliatesSubsidiaries; provided, however, that notwithstanding the foregoing, for purposes of this Agreement, Seller Parent and its Subsidiaries 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 Continuing Employeecurrent or former employee of Buyer or any of its Affiliates, 62 or (ii) soliciting or employing any Continuing Employee who has ceased to serve due to termination other than for cause, andsuch person who, for a period of at least six sixty (660) continuous months days prior to the date of such solicitation or employment, has not served, served as a director, officer or employee of Buyer or any of its Subsidiaries.

Appears in 1 contract

Samples: Purchase and Sale Agreement

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