Common use of Limitation on Soliciting Employees Clause in Contracts

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 Each Party agrees that, during the 12-month period commencing on the Termination Date and ending on the date of this Agreementthat is 24 months following the Termination Date, Xxxxxxx Xxxxxxx such Party will not, and will not permit any Representative of such Party or any of its Representatives current or any subsidiary or affiliate thereof who is or becomes aware of the consideration or negotiation of a possible transaction between the Parties future Subsidiaries to solicit for employment with such Party or any of its subsidiaries or affiliates Subsidiaries any Specified Employee (as defined below) of Biositethe other Party or any of its Subsidiaries; provided, however, that this section 8 Section 4 will not prevent Xxxxxxx Xxxxxxx either Party or any of its Representatives or any subsidiary or affiliate thereof their respective Subsidiaries from: (a) causing to be placed any general advertisement or similar public notice that is not targeted specifically at employees of Biosite the other Party or any of its subsidiaries or affiliatesSubsidiaries; or (b) engaging any recruiting firm or similar organization to identify or solicit persons for employment on behalf of Xxxxxxx Xxxxxxxsuch Party or any of its Subsidiaries, or soliciting the employment of any Specified Employee of Biosite the other Party or any of its subsidiaries or affiliates Subsidiaries 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 the other Party or any of its subsidiaries or affiliatesSubsidiaries. For purposes of this section 8Section 4, a person shall be deemed to be a “Specified Employee” of Biosite a Party or any of its Subsidiaries 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 or any of its Subsidiaries; (ii) such person has been involved in discussions with the other PartyParty in connection with the negotiation and execution of the Transaction Agreement and the consummation of the transactions contemplated by the Transaction Agreement, including any discussions related to the potential post-Closing structure or operations of Strike, or such person has been introduced to the other Party during such discussions; and (iiiii) such person’s employment shall not have been involuntarily terminated by Biosite such Party or by a subsidiary any of its Subsidiaries. Further, for purposes of this Section 4, Invacor and Invacor EmployerCo, LLC shall be treated as Subsidiaries of Sentinel. To the extent either Party undergoes any business combination, the solicitation prohibitions in this Section 4 shall not apply to the employees of any successor of either Party who were not employees of such Party or affiliate any of Biositesuch Party’s Subsidiaries as of the Termination Date.

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 subsidiary 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 12-month period commencing on the date of this Agreement, Xxxxxxx Xxxxxxx Inverness 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 Inverness or any of its subsidiaries or affiliates any Specified Employee (as defined below) of Biosite; provided, however, that this section 8 7 will not prevent Xxxxxxx Xxxxxxx Inverness 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 XxxxxxxInverness, 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 87, 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 Biosite is continuing to negotiate a possible transaction with the other PartyInverness; and (ii) such person’s employment shall not have been involuntarily terminated by Biosite or by a subsidiary or affiliate of Biosite.