Limitation on Soliciting Employees. During the 12-month period commencing on the date of this Agreement, Xxxxxxx Xxxxxxx will not permit any of its Representatives or any subsidiary or affiliate thereof who is or becomes aware of the consideration or negotiation of a possible transaction between the Parties to solicit for employment with such Party or any of its subsidiaries or affiliates any Specified Employee (as defined below) of Biosite; provided, however, that this section 8 will not prevent Xxxxxxx Xxxxxxx or any of its Representatives or any subsidiary or affiliate thereof from: (a) causing to be placed any general advertisement or similar public notice that is not targeted specifically at employees of Biosite or its subsidiaries or affiliates; or (b) engaging any recruiting firm or similar organization to identify or solicit persons for employment on behalf of Xxxxxxx Xxxxxxx, or soliciting the employment of any Specified Employee of Biosite or any of its subsidiaries or affiliates who is identified by any such recruiting firm or organization, as long as such recruiting firm or organization is not instructed to target any employees of Biosite or its subsidiaries or affiliates. For purposes of this section 8, a person shall be deemed to be a “Specified Employee” of Biosite if: (i) such person is employed by Biosite or by any subsidiary or affiliate of Biosite on the date of this Agreement or becomes employed by Biosite or by any subsidiary or affiliate of Biosite during the period in which such Party is continuing to negotiate a possible transaction with the other Party; and (ii) such person’s employment shall not have been involuntarily terminated by Biosite or by a subsidiary or affiliate of Biosite.
Limitation on Soliciting Employees. During the one-year period commencing on the date of this Agreement, neither Party nor any of such Party’s Representatives acting on behalf and at the direction of such Party will directly or indirectly solicit, induce, encourage or attempt to solicit, induce or encourage any Covered Person (as defined herein) to terminate such Covered Person’s relationship with the other Party in order to become an employee, consultant, or independent contractor, to or for any other person or entity; provided, however, that the foregoing provision will not be deemed to prevent the a Party or its Representatives from conducting bona fide general solicitations of employment published in a journal, newspaper or other publication of general circulation or in trade publications or other similar media or through the use of search firms or the internet and which, in any case, are not directed specifically toward such employees. For purposes of this Agreement, “Covered Person” shall mean, with respect to each Party, any Person who is an employee of the other Party or any subsidiary or other controlled affiliate of such other Party as of the date of this Agreement or who becomes an employee of such other Party or of any subsidiary or other controlled affiliate of such other Party before the later of January 31, 2015 or the termination of discussions regarding a possible Transaction and (i) with whom the Party restricted by this paragraph has direct interaction during discussions and negotiations regarding a possible Transaction, (ii) holds an engineering or research and development position at the level of manager or above or (iii) is listed on Exhibit A hereto.
Limitation on Soliciting Employees. Each Party agrees that, during the period commencing on the date of this Agreement and ending on the first anniversary of the expiration or earlier termination of this Agreement, if any Party (including any subsidiary of that Party) hires an employee of the other Party (including any affiliate of that Party), the hiring Party shall pay the other Party a recruiting fee in the amount of $30,000. CONTRACTOR INITIALS & DATE: /S/ SNR 8/7/07 OWNER INITIALS & DATE: /s/ DS 8/7/07 [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
Limitation on Soliciting Employees. During the 12 month period commencing on the date of this Agreement, each Party agrees that it will not, and it will not permit any of its Representatives or any direct or indirect subsidiary who is or becomes aware of the negotiation of a possible Transaction between the Parties to, directly or indirectly, solicit or caused to be solicited for employment or engagement as a consultant with such Party or with any of its direct or indirect subsidiaries any executive or managerial employee of the other Party or any its direct or indirect subsidiaries, other than a person who was terminated by the other Party more than six (6) months prior to any solicitation; provided, however, that this Section 6 will not prevent either Party or its direct or indirect subsidiaries from making generalized searches for employees or consultants by causing to be placed any general advertisement or similar notices or engaging search firms, provided that that such searches are not targeted specifically at employees or consultants of the other Party or its direct or indirect subsidiaries.
Limitation on Soliciting Employees. During the 12 month period commencing on the date of this Agreement, each Party agrees that neither it nor any of its direct or indirect subsidiaries who is or becomes aware of the negotiation of a possible Transaction between the Parties shall solicit for employment any employee of the other Party (or any of such other Party’s direct or indirect subsidiaries) with whom it (or any of its direct or indirect subsidiaries) came into contact in connection with a possible Transaction; provided, however, that this Section 6 will not prevent either Party or its direct or indirect subsidiaries from making generalized searches for employees by causing to be placed any general advertisement or similar notices or engaging search firms, provided that that such searches are not targeted specifically at employees of the other Party or its direct or indirect subsidiaries.
Limitation on Soliciting Employees. During the one-year period commencing on the Effective Date, neither Party nor any of such Party’s Representatives will directly or indirectly solicit for employment or knowingly induce or encourage (in each case, other than by means of a general solicitation pursuant to a newspaper or other media advertisement or other customary means by such party in the ordinary course of its business) any Covered Person (as defined herein) to terminate his or her relationship with the other Party or any subsidiary or other affiliate of the other Party in order to become an employee, consultant or independent contractor of or to any other Person. For purposes of this letter agreement, “Covered Person” shall mean any Person who is an employee of the other Party or any subsidiary or other affiliate of the other Party as of the Effective Date or who becomes an employee of the other Party or of any subsidiary or other affiliate of the other Party before the termination of discussions regarding a possible transaction involving the Parties, in each case, who is either (x) involved in the discussions regarding the possible transaction that is the subject matter of this Agreement or (y) a key employee of the Provider which will be defined as being a vice president level employee or above.
Limitation on Soliciting Employees. Until the earlier of one year after the date of this Agreement or the closing date of any Transaction consummated pursuant to a Definitive Agreement, neither Party, without the consent of the other Party, will directly or indirectly solicit, induce, encourage any Covered Person (as defined herein) to terminate such Covered Person’s relationship with the other Party in order to become an employee, consultant, or independent contractor, to or for any other person or entity; provided, however, that the foregoing provision will not be deemed to prevent a Party from conducting bona fide general solicitations of employment published in a journal, newspaper or other publication of general circulation or in trade publications or other similar media or through the use of search firms or the internet and which, in any case, are not directed specifically toward such employees. The foregoing restriction shall not apply to Covered Persons who have been involuntarily terminated by a Party or, without violation by the other Party of this Section 6, contact the other Party seeking employment on their own initiative. For purposes of this Agreement, “Covered Person” shall mean, with respect to each Party, any Person who is an employee with the title of Vice President or higher of the other Party or any subsidiary of such other Party as of the date of this Agreement or who becomes an employee with the title of Vice President or higher of such other Party or of any subsidiary of such other Party before the termination of discussions regarding a possible Transaction and with whom the Party restricted by this paragraph has direct interaction during discussions and negotiations regarding a possible Transaction.
Limitation on Soliciting Employees. Each Party agrees that, during the period commencing on the date of this Agreement and ending on the eighteen-month anniversary of the date of this Agreement, it will not permit any of its Representatives (or any Representatives of any subsidiary of it) who is or becomes aware of the discussion of a possible transaction between the Parties to solicit for employment with such Party or any of its subsidiaries any employee of the other Party or any subsidiary of the other Party; provided, however, that this section 5 will not prevent a Party from causing to be placed any general advertisement or similar notice that is not targeted specifically at employees of the other Party or its subsidiaries.
Limitation on Soliciting Employees. Section 6 of the Confidentiality Agreement is hereby deleted in its entirety and replaced with the following:
Limitation on Soliciting Employees. During the 12 month period commencing on the date of this Agreement, Vista agrees that (a) it will not, (b) it will instruct its Representatives, acting on its behalf, not to, and (c) it will not permit any direct or indirect subsidiary of Vista who Vista makes aware of the evaluation and/or negotiation of a possible transaction between the Parties (or who receives Confidential Information) to, solicit for employment with Vista or with any such direct or indirect subsidiaries, any employee of Websense or any subsidiary of Websense; provided, however, that this Section 6 will not prevent Vista, any Representative acting on its behalf or any such direct or indirect subsidiaries from soliciting or hiring any person who (i) responds to any general advertisement or similar notice that is not targeted specifically at employees of Websense or its subsidiaries or (ii) is referred to Vista by search firms, employment agencies, or other similar entities, provided that such entities have not been specifically instructed by Vista to solicit employees of Websense.
