Common use of No Interference with Business; Non-Solicitation Clause in Contracts

No Interference with Business; Non-Solicitation. The Restricted Person hereby acknowledges and agrees that Restricted Person’s business relationship with any client, customer, supplier, distributor or licensor of the Surviving Corporation is based on the Confidential Information (as defined in Section 1.5 of this Agreement) which the Restricted Person has agreed not to disclose or use except as set forth in Section 1.5 of this Agreement. The Restricted Person further acknowledges that vigilant protection of the Confidential Information is necessary to prevent competitive harm to the Surviving Corporation and its Affiliates and that the retention by the Surviving Corporation of the personnel engaged in the Restricted Business is crucial to the protection of the Confidential Information. Accordingly, and as an inducement for Parent and MergerSub to enter into the Merger Agreement and consummate the Merger, Restricted Person agrees that, during the Restricted Term, Restricted Person shall not, directly or indirectly: (i) cause, solicit, induce or encourage any employees of Parent or the Surviving Corporation, or employees of Parent’s or the Surviving Corporation’s respective Affiliates, in each case, whose primary duties are related to the Restricted Business to leave such employment or (ii) hire, employ or otherwise engage any employees of Parent or the Surviving Corporation, or employees of Parent’s or the Surviving Corporation’s respective Affiliates, in each case, whose primary duties are related to the Restricted Business, provided, however, that this Agreement shall not prohibit any general solicitation that is not specifically targeted at such persons or the solicitation of any employee of Parent or the Surviving Corporation whose employment, at the time of such solicitation, has been involuntarily terminated by Parent or the Surviving Corporation or (iii) cause, solicit, induce or encourage any client, customer, supplier, distributor or licensor of Parent, the Surviving Corporation or their respective Affiliates, or any other person or entity who has a material business relationship with Parent, the Surviving Corporation or their respective Affiliates, to terminate or modify any such relationship.

No Interference with Business; Non-Solicitation. The Restricted Person hereby acknowledges and agrees that Restricted Person’s business relationship with any client, customer, supplier, distributor or licensor of the Surviving Corporation is based on the Confidential Information (as defined in Section 1.5 of this Agreement) which the Restricted Person has agreed not to disclose or use except as set forth in Section 1.5 of this Agreement. The Restricted Person further acknowledges that vigilant protection of the Confidential Information is necessary to prevent competitive harm to the Surviving Corporation and its Affiliates and that the retention by the Surviving Corporation of the personnel engaged in the Restricted Business is crucial to the protection of the Confidential Information. Accordingly, and as an inducement for Parent and MergerSub to enter into the Merger Agreement and consummate the Merger, Restricted Person agrees that, during the Restricted Term, Restricted Person shall not, directly or indirectly: , (i) cause, solicit, induce or encourage any employees of Parent or the Surviving Corporation, or employees of Parent’s Parent or the Surviving Corporation’s respective Affiliates, in each case, whose primary duties are related to the Restricted Business to leave such employment or (ii) hire, employ or otherwise engage any employees of Parent or the Surviving Corporation, or employees of Parent’s or the Surviving Corporation’s respective Affiliates, in each case, whose primary duties are related to the Restricted Businesssuch employees, provided, however, that this Agreement shall not prohibit any general solicitation that is not specifically targeted at such persons or the solicitation of any employee of Parent or the Surviving Corporation whose employment, at the time of such solicitation, has been involuntarily terminated by the Parent or the Surviving Corporation or (iii) cause, solicit, induce or encourage any client, customer, supplier, distributor or licensor of Parent, the Surviving Corporation or their respective Affiliates, or any other person or entity who has a material business relationship with Parent, the Surviving Corporation or their respective Affiliates, to terminate or modify any such relationship.

No Interference with Business; Non-Solicitation. The Restricted Person hereby acknowledges and agrees that Restricted Person’s business relationship with any client, customer, supplier, distributor or licensor of the Surviving Corporation is based on the Confidential Information (as defined in Section 1.5 2.5 of this Agreement) which the Restricted Person has agreed not to disclose or use except as set forth in Section 1.5 2.5 of this Agreement. The Restricted Person further acknowledges that vigilant protection of the Confidential Information is necessary to prevent competitive harm to the Surviving Corporation and its Affiliates and that the retention by the Surviving Corporation of the personnel engaged in the Restricted Business is crucial to the protection of the Confidential Information. Accordingly, and as an inducement for Parent and MergerSub to enter into the Merger Agreement and consummate the Merger, Restricted Person agrees that, during the Restricted Term, Restricted Person shall not, directly or indirectly: (i) cause, solicit, induce or encourage any employees of Parent or the Surviving Corporation, or employees of Parent’s or the Surviving Corporation’s respective Affiliates, in each case, whose primary duties are related to the Restricted Business to leave such employment or (ii) hire, employ or otherwise engage any employees of Parent or the Surviving Corporation, or employees of Parent’s or the Surviving Corporation’s respective Affiliates, in each case, whose primary duties are related to the Restricted Business, provided, however, that this Agreement shall not prohibit any general solicitation that is not specifically targeted at such persons or the solicitation of any employee of Parent or the Surviving Corporation whose employment, at the time of such solicitation, has been involuntarily terminated by Parent or the Surviving Corporation or (iii) cause, solicit, induce or encourage any client, customer, supplier, distributor or licensor of Parent, the Surviving Corporation or their respective Affiliates, or any other person or entity who has a material business relationship with Parent, the Surviving Corporation or their respective Affiliates, to terminate or modify any such relationship.