Common use of No Hire and No Solicitation of Employees Clause in Contracts

No Hire and No Solicitation of Employees. From and after the Distribution Date until the date that is twelve (12) months from Distribution Date, none of Parent, SpinCo or any member of their respective Groups will, without the prior written consent of the other applicable Party, either directly or indirectly, on their own behalf or in the service or on behalf of others, agree to an employment, contractual or other relationship or otherwise hire, retain or employ any employee of any other Party’s respective Group. Until the date that is twelve (12) months from the Distribution Date, none of Parent, SpinCo or any member of their respective Groups will, without the prior written consent of the other applicable Party, either directly or indirectly, on their own behalf or in the service or on behalf of others, solicit, aid, induce or encourage any employee of any other Party’s respective Group to leave his or her employment. Notwithstanding the foregoing, nothing in this Section 5.6 shall restrict or preclude Parent, SpinCo or any member of their respective Groups from soliciting or hiring (i) during the nonsolicitation period referenced above, any employee who responds to a general solicitation or advertisement or contact by a recruiter, whether in-house or external, that is not specifically targeted or focused on the employees employed by any other Party’s respective Group (and nothing shall prohibit such generalized searches for employees through various means, including, but not limited to, the use of advertisements in the media (including trade media) or the engagement of search firms to engage in such searches); provided that the applicable Party has not encouraged or advised such firm to approach any such employee; (ii) any employee whose employment has been terminated by the other Party’s respective Group; or (iii) any employee whose employment has been terminated by such employee after sixty (60) days from the date of termination of such employee’s employment. For purposes of this Section 5.6, receipt of the written consent of the then-serving Senior Vice President of Human Resources of Parent or SpinCo, as applicable, shall be required for Parent’s or SpinCo’s consent, as applicable, to be deemed to have been granted.

No Hire and No Solicitation of Employees. From and after the Distribution Date until the date that is twelve six (126) months from the Distribution Date, none of ParentXxxxxxx, SpinCo Veralto or any other member of their respective Groups will, without the prior written consent of the other applicable Party, either directly or indirectly, on their own behalf or in the service or on behalf of others, agree to an employment, contractual or other relationship or otherwise hire, retain or employ any employee of any the other Party’s respective Group. Until From and after the Distribution Date until the date that is twelve eighteen (1218) months from the Distribution Date, none of ParentXxxxxxx, SpinCo Veralto or any other member of their respective Groups will, without the prior written consent of the other applicable Party, either directly or indirectly, on their own behalf or in the service or on behalf of others, solicit, aid, induce or encourage any employee of any other Party’s respective Group to leave his or her employment. Notwithstanding the foregoing, nothing in this Section 5.6 4.4 shall restrict or preclude ParentXxxxxxx, SpinCo Veralto or any other member of their respective Groups from soliciting or hiring (i) during the nonsolicitation non-solicitation period referenced above, any employee who responds to a general solicitation or advertisement or contact by a recruiter, whether in-house or external, that is not specifically targeted or focused on the employees employed by any the other Party’s respective Group (and nothing shall prohibit such generalized searches for employees through various means, including, but not limited to, the use of advertisements in the media (including trade media) or the engagement of search firms to engage in such searches); provided that the applicable Party has not encouraged or advised such firm to approach any such employee; (ii) any employee whose employment has been terminated by the other Party’s respective Group; or (iii) any employee whose employment has been terminated by such employee after sixty (60) days from the date of termination of such employee’s employment. For purposes of this Section 5.6, receipt of the written consent of the then-serving Senior Vice President of Human Resources of Parent or SpinCo, as applicable, shall be required for Parent’s or SpinCo’s consent, as applicable, to be deemed to have been granted.

No Hire and No Solicitation of Employees. From and after the Distribution Date until the date that is twelve (12) 6 months from Distribution Date, none of ParentFortive, SpinCo Vontier or any member of their respective Groups will, without the prior written consent of the other applicable Party, either directly or indirectly, on their own behalf or in the service or on behalf of others, agree to an employment, contractual or other relationship or otherwise hire, retain or employ any employee of any other Party’s respective Group. Until the date that is twelve (12) 18 months from the Distribution Date, none of ParentFortive, SpinCo Vontier or any member of their respective Groups will, without the prior written consent of the other applicable Party, either directly or indirectly, on their own behalf or in the service or on behalf of others, solicit, aid, induce or encourage any employee of any other Party’s respective Group to leave his or her employment. Notwithstanding the foregoing, nothing in this Section 5.6 4.4 shall restrict or preclude ParentFortive, SpinCo Vontier or any member of their respective Groups from soliciting or hiring (i) during the nonsolicitation period referenced above, any employee who responds to a general solicitation or advertisement or contact by a recruiter, whether in-house or external, that is not specifically targeted or focused on the employees employed by any other Party’s respective Group (and nothing shall prohibit such generalized searches for employees through various means, including, but not limited to, the use of advertisements in the media (including trade media) or the engagement of search firms to engage in such searches); provided that the applicable Party has not encouraged or advised such firm to approach any such employee; (ii) any employee whose employment has been terminated by the other Party’s respective Group; or (iii) any employee whose employment has been terminated by such employee after sixty (60) days from the date of termination of such employee’s employment. For purposes of this Section 5.6, receipt of the written consent of the then-serving Senior Vice President of Human Resources of Parent or SpinCo, as applicable, shall be required for Parent’s or SpinCo’s consent, as applicable, to be deemed to have been granted.

No Hire and No Solicitation of Employees. From and after the Distribution Effective Date until the date that is twelve (12) months from Distribution Disposition Date, none of ParentDanaher, SpinCo Envista or any member of their respective Groups will, without the prior written consent of the other applicable Party, either directly or indirectly, on their own behalf or in the service or on behalf of others, agree to an employment, contractual or other relationship or otherwise hire, retain or employ any employee of any other Party’s respective Group. Until For and during the date that is twelve (12) months from month period following the Distribution Disposition Date, none of ParentDanaher, SpinCo Envista or any member of their respective Groups will, without the prior written consent of the other applicable Party, either directly or indirectly, on their own behalf or in the service or on behalf of others, solicit, aid, induce or encourage any employee of any other Party’s respective Group to leave his or her employment. Notwithstanding the foregoing, nothing in this Section 5.6 4.4 shall restrict or preclude ParentDanaher, SpinCo Envista or any member of their respective Groups from soliciting or hiring (i) during the twelve (12) month nonsolicitation period referenced above, any employee who responds to a general solicitation or advertisement or contact by a recruiter, whether in-house or external, that is not specifically targeted or focused on the employees employed by any other Party’s respective Group (and nothing shall prohibit such generalized searches for employees through various means, including, but not limited to, the use of advertisements in the media (including trade media) or the engagement of search firms to engage in such searches); provided that the applicable Party has not encouraged or advised such firm to approach any such employee; (ii) any employee whose employment has been terminated by the other Party’s respective Group; or (iii) any employee whose employment has been terminated by such employee after sixty (60) days from the date of termination of such employee’s employment. For purposes of this Section 5.6, receipt of the written consent of the then-serving Senior Vice President of Human Resources of Parent or SpinCo, as applicable, shall be required for Parent’s or SpinCo’s consent, as applicable, to be deemed to have been granted.

No Hire and No Solicitation of Employees. From For and after during the six (6) month period following the Distribution Date until the date that is twelve (12) months from Distribution Date“No Hire Period”), none of ParentXxxxxxx, SpinCo Fortive or any member of their respective Groups will, without the prior written consent of the other applicable Party, either directly or indirectly, on their own behalf or in the service or on behalf of others, agree to an employment, contractual or other relationship or otherwise hire, retain or employ any employee of any other Party’s respective Group. Until For and during the date that is twelve eighteen (1218) months from month period following the Distribution DateDistribution, none of ParentXxxxxxx, SpinCo Fortive or any member of their respective Groups will, without the prior written consent of the other applicable Party, either directly or indirectly, on their own behalf or in the service or on behalf of others, solicit, aid, induce or encourage any employee of any other Party’s respective Group to leave his or her employment. Notwithstanding the foregoing; provided, however, that nothing in this Section 5.6 5.4 shall restrict or preclude ParentXxxxxxx, SpinCo Fortive or any member of their respective Groups from soliciting or hiring (i) during the nonsolicitation period referenced above, any employee who responds to a general solicitation or advertisement or contact by a recruiter, whether in-house or external, that is not specifically targeted or focused on the employees employed by any other Party’s respective Group (and nothing shall prohibit such generalized searches for employees through various means, including, but not limited to, the use of advertisements in the media (including trade media) or the engagement of search firms to engage in such searches); provided that the applicable Party has not encouraged or advised such firm to approach any such employee; (ii) any employee whose employment has been terminated by the other Party’s respective GroupGroup without cause; or (iii) any employee whose employment has been terminated by such employee after sixty (60) days from the date of termination of such employee’s employment. For purposes of this Section 5.6, receipt of the written consent of the then-serving Senior Vice President of Human Resources of Parent or SpinCo, as applicable, shall be required for Parent’s or SpinCo’s consent, as applicable, to be deemed to have been granted.

No Hire and No Solicitation of Employees. From Except as otherwise specifically set forth in any Ancillary Agreement, from and after the Distribution Disposition Date until the date that is twelve (12) months from Distribution the Disposition Date, none of ParentJS Global, SpinCo SharkNinja TopCo or any member of their respective Groups will, without the prior written consent of the other applicable Party, either directly or indirectly, on their own behalf or in the service or on behalf of others, agree to an employment, contractual or other relationship or otherwise hire, retain or employ any employee of any other Party’s respective Group. Until For and during the date that is twelve (12) months from month period following the Distribution Disposition Date, none of ParentJS Global, SpinCo SharkNinja TopCo or any member of their respective Groups will, without the prior written consent of the other applicable Party, either directly or indirectly, on their own behalf or in the service or on behalf of others, solicit, aid, induce or encourage any employee of any other Party’s respective Group to leave his or her employment. Notwithstanding the foregoing, nothing in this Section 5.6 5.3 shall restrict or preclude ParentJS Global, SpinCo SharkNinja TopCo or any member of their respective Groups from soliciting or hiring during the twelve (12) month non-solicitation period referenced above (i) during the nonsolicitation period referenced above), any employee who responds to a general solicitation or advertisement or contact by a recruiter, whether in-house or external, that is not specifically targeted or focused on the employees employed by any other Party’s respective Group (and nothing shall prohibit such generalized searches for employees through various means, including, but not limited to, the use of advertisements in the media (including trade media) or the engagement of search firms to engage in such searches); provided that the applicable Party has not encouraged or advised such firm to specifically approach any such employee; (ii) any employee whose employment has been terminated by the other Party’s respective GroupGroup after six (6) months from the date of termination of such employee’s employment; or (iii) any employee whose employment has been terminated by such employee after sixty twelve (6012) days months from the date of termination of such employee’s employment. For purposes of this Section 5.6, receipt of the written consent of the then-serving Senior Vice President of Human Resources of Parent or SpinCo, as applicable, shall be required for Parent’s or SpinCo’s consent, as applicable, to be deemed to have been granted.

No Hire and No Solicitation of Employees. (a) . From and after the Distribution Operative Date and until the date that is twelve (12) months from Distribution first anniversary of the Operative Date, except as set forth on Schedule 4.4, none of ParentFlex, SpinCo Nextracker PubCo, Nextracker OpCo or any member of their respective Groups will, without the prior written consent of the other applicable Party, either directly or indirectly, on their own behalf or in the service or on behalf of others, agree to an employment, contractual or other relationship or otherwise hire, retain or employ any employee of any other Party’s respective Group. Until From and after the date that is twelve (12) months from Operative Date and until the Distribution first anniversary of the Operative Date, none of ParentFlex, SpinCo Nextracker PubCo, Nextracker OpCo or any member of their respective Groups will, without the prior written consent of the other applicable PartyParty (which consent, in the case of Flex, shall include the express acknowledgement and agreement of the Chief Human Resources Officer or the Chief Financial Officer of Flex), either directly or indirectly, on their own behalf or in the service or on behalf of others, solicit, aid, induce or encourage any employee of any other Party’s respective Group to leave his or her employment. Notwithstanding the foregoing, nothing in this Section 5.6 4.4 shall restrict or preclude ParentFlex, SpinCo Nextracker PubCo, Nextracker OpCo or any member of their respective Groups from soliciting or hiring (i) during the one year nonsolicitation period referenced above, any employee who responds to a general solicitation or advertisement or contact by a recruiter, whether in-house or external, that is not specifically targeted or focused on the employees employed by any other Party’s respective Group (and nothing shall prohibit such generalized searches for employees through various means, including, but not limited to, the use of advertisements in the media (including trade media) or the engagement of search firms to engage in such searches); provided that the applicable Party has not encouraged or advised such firm to approach any such employee; (ii) any employee whose employment has been terminated by the other Party’s respective Group; or (iii) any employee whose employment has been terminated by such employee after sixty (60) 90 days from the date of termination of such employee’s employment. For purposes of this Section 5.6, receipt of the written consent of the then-serving Senior Vice President of Human Resources of Parent or SpinCo, as applicable, shall be required for Parent’s or SpinCo’s consent, as applicable, to be deemed to have been granted.

No Hire and No Solicitation of Employees. From and after the Distribution Effective Date until the later of (i) the date that is twelve (12) 6 months from Distribution the closing of the IPO and (ii) the Disposition Date, none of ParentFortive, SpinCo Vontier or any member of their respective Groups will, without the prior written consent of the other applicable Party, either directly or indirectly, on their own behalf or in the service or on behalf of others, agree to an employment, contractual or other relationship or otherwise hire, retain or employ any employee of any other Party’s respective Group. Until the later of (i) the date that is twelve (12) 18 months from the Distribution closing of the IPO and (ii) the date that is 12 months following the Disposition Date, none of ParentFortive, SpinCo Vontier or any member of their respective Groups will, without the prior written consent of the other applicable Party, either directly or indirectly, on their own behalf or in the service or on behalf of others, solicit, aid, induce or encourage any employee of any other Party’s respective Group to leave his or her employment. Notwithstanding the foregoing, nothing in this Section 5.6 4.4 shall restrict or preclude ParentFortive, SpinCo Vontier or any member of their respective Groups from soliciting or hiring (i) during the nonsolicitation period referenced above, any employee who responds to a general solicitation or advertisement or contact by a recruiter, whether in-house or external, that is not specifically targeted or focused on the employees employed by any other Party’s respective Group (and nothing shall prohibit such generalized searches for employees through various means, including, but not limited to, the use of advertisements in the media (including trade media) or the engagement of search firms to engage in such searches); provided that the applicable Party has not encouraged or advised such firm to approach any such employee; (ii) any employee whose employment has been terminated by the other Party’s respective Group; or (iii) any employee whose employment has been terminated by such employee after sixty (60) days from the date of termination of such employee’s employment. For purposes of this Section 5.6, receipt of the written consent of the then-serving Senior Vice President of Human Resources of Parent or SpinCo, as applicable, shall be required for Parent’s or SpinCo’s consent, as applicable, to be deemed to have been granted.

No Hire and No Solicitation of Employees. From and after the Distribution Date until the date that is twelve six (126) months from the Distribution Date, none of ParentXxxxxxx, SpinCo Veralto or any other member of their respective Groups will, without the prior written consent of the other applicable Party, either directly or indirectly, on their own behalf or in the service or on behalf of others, agree to an employment, contractual or other relationship or 42 otherwise hire, retain or employ any employee of any the other Party’s respective Group. Until From and after the Distribution Date until the date that is twelve eighteen (1218) months from the Distribution Date, none of ParentXxxxxxx, SpinCo Veralto or any other member of their respective Groups will, without the prior written consent of the other applicable Party, either directly or indirectly, on their own behalf or in the service or on behalf of others, solicit, aid, induce or encourage any employee of any other Party’s respective Group to leave his or her employment. Notwithstanding the foregoing, nothing in this Section 5.6 4.4 shall restrict or preclude ParentXxxxxxx, SpinCo Veralto or any other member of their respective Groups from soliciting or hiring (i) during the nonsolicitation non-solicitation period referenced above, any employee who responds to a general solicitation or advertisement or contact by a recruiter, whether in-house or external, that is not specifically targeted or focused on the employees employed by any the other Party’s respective Group (and nothing shall prohibit such generalized searches for employees through various means, including, but not limited to, the use of advertisements in the media (including trade media) or the engagement of search firms to engage in such searches); provided that the applicable Party has not encouraged or advised such firm to approach any such employee; (ii) any employee whose employment has been terminated by the other Party’s respective Group; or (iii) any employee whose employment has been terminated by such employee after sixty (60) days from the date of termination of such employee’s employment. For purposes of this Section 5.6, receipt of the written consent of the then-serving Senior Vice President of Human Resources of Parent or SpinCo, as applicable, shall be required for Parent’s or SpinCo’s consent, as applicable, to be deemed to have been granted.

No Hire and No Solicitation of Employees. From Except as otherwise specifically set forth in any Ancillary Agreement, from and after the Distribution Disposition Date until the date that is twelve (12) months from Distribution the Disposition Date, none of ParentJS Global, SpinCo SharkNinja TopCo or any member of their respective Groups will, without the prior written consent of the other applicable Party, either directly or indirectly, on their own behalf or in the service or on behalf of others, agree to an employment, contractual or other relationship or otherwise hire, retain or employ any employee of any other Party’s respective Group. Until For and during the date that is twelve (12) months from month period following the Distribution Disposition Date, none of ParentJS Global, SpinCo SharkNinja TopCo or any member of their respective Groups will, without the prior written consent of the other applicable Party, either directly or indirectly, on their own behalf or in the service or on behalf of others, solicit, aid, induce or encourage any employee of any other Party’s respective Group to leave his or her employment. Notwithstanding the foregoing, nothing in this Section 5.6 5.3 shall restrict or preclude ParentJS Global, SpinCo SharkNinja TopCo or any member of their respective Groups from soliciting or hiring during the twelve (12) month non-solicitation period referenced above (i) during the nonsolicitation period referenced above), any employee who responds to a general solicitation or advertisement or contact by a recruiter, whether in-house or external, that is not specifically targeted or focused on the employees employed by any other Party’s respective Group (and nothing shall prohibit such generalized searches for employees through various means, including, but not limited to, the use of advertisements in the media (including trade media) or the engagement of search firms to engage in such searches); provided that the applicable Party has not encouraged or advised such firm to specifically approach any such employee; (ii) any employee whose employment has been terminated by the other Party’s respective Group; or Group after six (iii6) any employee whose employment has been terminated by such employee after sixty (60) days months from the date of termination of such employee’s employment. For purposes of this Section 5.6, receipt of the written consent of the then-serving Senior Vice President of Human Resources of Parent or SpinCo, as applicable, shall be required for Parent’s or SpinCo’s consent, as applicable, to be deemed to have been granted.’s