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

No Solicitation of Employees and Consultants. Each Subject Party agrees that, during the Restricted Period, such Subject Party will not, without the prior written consent of Parent (which may be withheld in its sole discretion), either on its own behalf or on behalf of any other Person (other than, if applicable, a Covered Party in the performance of such Subject Party’s duties on behalf of the Covered Parties), directly or indirectly: (i) hire or engage as an employee, independent contractor, consultant or otherwise any Covered Personnel (as defined below); (ii) solicit, induce, encourage or otherwise cause (or attempt to do any of the foregoing) any Covered Personnel to leave the service (whether as an employee, consultant or independent contractor) of any Covered Party; or (iii) in any way interfere with or attempt to interfere with the relationship between any Covered Personnel and any Covered Party; provided, however, no Subject Party will be deemed to have violated this Section 2(a) if any Covered Personnel voluntarily and independently solicits an offer of employment from such Subject Party (or other Person whom such Subject Party is acting on behalf of) by responding to a general advertisement or solicitation program conducted by or on behalf of such Subject Party (or such other Person whom such Subject Party is acting on behalf of) that is not targeted at such Covered Personnel or Covered Personnel generally, so long as such Covered Personnel is not hired. For purposes of this Agreement, “Covered Personnel” shall mean any Person who is or was an employee, consultant or independent contractor of the Covered Parties, (A) if the relevant time of determination is before the Termination Date, as of such date of determination or during the one (1) year period preceding such date and, (B) if the relevant time of determination is after the Termination Date, as of the Termination Date or during the one (1) year period preceding the Termination Date.

No Solicitation of Employees and Consultants. Each The Subject Party agrees that, during the Restricted Period, such the Subject Party will not, and will not permit its Affiliates to, without the prior written consent of Parent the Purchaser (which may be withheld in its sole discretion), either on its own behalf or on behalf of any other Person (other than, if applicable, a Covered Party in the performance of such the Subject Party’s duties on behalf of the Covered Parties), directly or indirectly: (i) hire or engage as an employee, independent contractor, consultant or otherwise any Covered Personnel (as defined below); (ii) solicit, induce, encourage or otherwise knowingly cause (or attempt to do any of the foregoing) any Covered Personnel to leave the service (whether as an employee, consultant or independent contractor) of any Covered Party; or (iii) in any way interfere with or attempt to interfere with the relationship between any Covered Personnel and any Covered Party; provided, however, no the Subject Party and its Affiliates will not be deemed to have violated this Section 2(a) if any Covered Personnel voluntarily and independently solicits an offer of employment from such the Subject Party or its Affiliate (or other Person whom such Subject Party any of them is acting on behalf of) by responding to a general advertisement or solicitation program conducted by or on behalf of such the Subject Party or its Affiliate (or such other Person whom such Subject Party any of them is acting on behalf of) that is not targeted at such Covered Personnel or Covered Personnel generally, so long as such Covered Personnel is not hired. For purposes of this Agreement, “Covered Personnel” shall mean any Person who is or was an employee, consultant or independent contractor of the Covered Parties, (A) if as of the Closing Date, at any time during the Restricted Period and as of the relevant time of determination is before the Termination Date, as of such date of determination or during the one (1) year period preceding such date and, (B) if the relevant time of determination is after the Termination Date, as of the Termination Date or during the one (1) year period preceding the Termination Datedetermination.

No Solicitation of Employees and Consultants. Each Subject Party The Executive agrees that, during the Restricted Period, such Subject Party the Executive and his Affiliates will not, without the prior written consent of Parent the Purchaser (which may may, other than as contemplated by the following Section 2(a)(i), be withheld in its sole discretion), either on its own behalf or on behalf of any other Person (other than, if applicable, a Covered Party in the performance of such Subject Partythe Executive’s duties on behalf of the Covered Parties), directly or indirectly: (i) hire or engage as an employee, independent contractor, consultant or otherwise any Covered Personnel (as defined below), provided that with respect to this Section 2(a)(i), the Purchaser’s consent shall not be unreasonably withheld; (ii) solicit, induce, encourage or otherwise knowingly cause (or attempt to do any of the foregoing) any Covered Personnel to leave the service (whether as an employee, consultant or independent contractor) of any Covered Party; or (iii) in any way interfere with or attempt to interfere with the relationship between any Covered Personnel and any Covered Party; provided, however, no Subject Party the Executive and his Affiliates will not be deemed to have violated this Section 2(a) if any Covered Personnel voluntarily and independently solicits solicit an offer of employment from such Subject Party the Executive or his Affiliate (or other Person whom such Subject Party any of them is acting on behalf of) by responding to a general advertisement or solicitation program conducted by or on behalf of such Subject Party the Executive or his Affiliate (or such other Person whom such Subject Party any of them is acting on behalf of) that is not targeted at such Covered Personnel or Covered Personnel generally, so long as such Covered Personnel is not hired. For purposes of this Agreement, “Covered Personnel” shall mean any Person who is or was an employee, consultant or independent contractor of the Covered Parties, (A) if the relevant time of determination is before the Termination Date, as of such date of determination the relevant act prohibited by this Section 2(a) or during the one three (1) year 3)-month period preceding such date anddate. The terms “consultant” and “independent contractor” do not include Persons who are actively providing services in their field to other companies, (B) if the relevant time of determination is after the Termination Date, such as of the Termination Date accounting or during the one (1) year period preceding the Termination Datelaw firms.

No Solicitation of Employees and Consultants. Each Subject Party Seller agrees that, during the Restricted Period, such Subject Party Seller will not, and will not permit its Affiliates to, without the prior written consent of Parent Pubco (which may be withheld in its sole discretion), either on its own behalf or on behalf of any other Person (other than, if applicable, a Covered Party in the performance of such Subject Party’s its duties on behalf of the Covered Parties), directly or indirectly: (i) hire or engage as an employee, independent contractor, consultant or otherwise any Covered Personnel (as defined below); (ii) solicit, induce, encourage or otherwise knowingly cause (or attempt to do any of the foregoing) any Covered Personnel to leave the service (whether as an employee, consultant or independent contractor) of any Covered Party; or (iii) in any way interfere with or attempt to interfere with the relationship between any Covered Personnel and any Covered Party; provided, however, no Subject Party Seller and its Affiliates will not be deemed to have violated this Section 2(a) if any Covered Personnel voluntarily and independently solicits an offer of employment from such Subject Party Seller or its Affiliate (or other Person whom such Subject Party any of them is acting on behalf of) by responding to a general advertisement or solicitation program conducted by or on behalf of such Subject Party Seller or its Affiliate (or such other Person whom such Subject Party any of them is acting on behalf of) that is not targeted at such Covered Personnel or Covered Personnel generally, so long as such Covered Personnel is not hired. For purposes of this Agreement, “Covered Personnel” shall mean means any Person who is or was an employee, consultant or independent contractor of the Covered Parties, (A) if Parties as of the date of the relevant time of determination is before the Termination Date, as of such date of determination act prohibited by this Section 2(a) or during the one (1) year period preceding such date and, (B) if the relevant time of determination is after the Termination Date, as of the Termination Date or during the one (1) year period preceding the Termination Datedate.

No Solicitation of Employees and Consultants. Each The Subject Party agrees that, during the Restricted Period, such the Subject Party will not, and will not permit its Affiliates to, without the prior written consent of Parent the Purchaser (which may be withheld in its sole discretion), either on its own behalf or on behalf of any other Person (other than, if applicable, a Covered Party in the performance of such the Subject Party’s duties on behalf of the Covered Parties), directly or indirectly: (i) hire or engage as an employee, independent contractor, consultant consultant, or otherwise any Covered Personnel (as defined below); (ii) solicit, induce, encourage encourage, or otherwise knowingly cause (or attempt to do any of the foregoing) any Covered Personnel to leave the service (whether as an employee, consultant consultant, or independent contractor) of any Covered Party; or (iii) in any way interfere with or attempt to interfere with the relationship between any Covered Personnel and any Covered Party; provided, however, no the Subject Party and its Affiliates will not be deemed to have violated this Section 2(a) if any Covered Personnel voluntarily and independently solicits an offer of employment from such the Subject Party (or other Person whom such Subject Party is acting on behalf of) any of its Affiliates by responding to a general advertisement or solicitation program conducted by or on behalf of such the Subject Party or any of its Affiliates (or such other Person whom such Subject Party any of them is acting on behalf of) that is not targeted at such Covered Personnel or Covered Personnel generally, so long as such Covered Personnel is are not hired. For purposes of this Agreement, “Covered Personnel” shall mean any Person who is or was an employee, consultant consultant, or independent contractor of the Covered Parties, (A) if as of the Closing Date, at any time during the Restricted Period, or as of the relevant time of determination is before the Termination Date, as of such date of determination or during the one (1) year period preceding such date and, (B) if the relevant time of determination is after the Termination Date, as of the Termination Date or during the one (1) year period preceding the Termination Datedetermination.

No Solicitation of Employees and Consultants. Each The Subject Party agrees that, during the Restricted Period, such the Subject Party and its Affiliates will not, without the prior written consent of Parent the Purchaser (which may be withheld in its sole discretion), either on its own behalf or on behalf of any other Person (other than, if applicable, a Covered Party in the performance of such the Subject Party’s duties on behalf of the Covered Parties), directly or indirectly: (i) hire or engage as an employee, independent contractor, consultant or otherwise any Covered Personnel (as defined below), provided that with respect to this Section 2(a)(i), the Purchaser’s consent shall not be unreasonably withheld; (ii) solicit, induce, encourage or otherwise knowingly cause (or attempt to do any of the foregoing) any Covered Personnel to leave the service (whether as an employee, consultant or independent contractor) of any Covered Party; or (iii) in any way interfere with or attempt to interfere with the relationship between any Covered Personnel and any Covered Party; provided, however, no the Subject Party and its Affiliates will not be deemed to have violated this Section 2(a) if any Covered Personnel voluntarily and independently solicits an offer of employment from such the Subject Party or its Affiliate (or other Person whom such Subject Party any of them is acting on behalf of) by responding to a general advertisement or solicitation program conducted by or on behalf of such the Subject Party or its Affiliate (or such other Person whom such Subject Party any of them is acting on behalf of) that is not targeted at such Covered Personnel or Covered Personnel generally, so long as such Covered Personnel is not hired. For purposes of this Agreement, “Covered Personnel” shall mean any Person who is or was an employee, consultant or independent contractor of the Covered Parties, (A) if the relevant time of determination is before the Termination Date, as of such date of determination the relevant act prohibited by this Section 2(a) or during the one (1) year period preceding such date and, (B) if the relevant time of determination is after the Termination Date, as of the Termination Date or during the one (1) year period preceding the Termination Datedate.

No Solicitation of Employees and Consultants. Each The Subject Party agrees that, during the Restricted Period, such the Subject Party and its Affiliates will not, without the prior written consent of Parent the Purchaser (which may be withheld in its sole discretion), either on its own behalf or on behalf of any other Person (other than, if applicable, a Covered Party in the performance of such the Subject Party’s duties on behalf of the Covered Parties), directly or indirectly: (i) hire or engage as an employee, independent contractor, consultant or otherwise any Covered Personnel (as defined below); (ii) solicit, induce, encourage or otherwise knowingly cause (or attempt to do any of the foregoing) any Covered Personnel to leave the service (whether as an employee, consultant or independent contractor) of any Covered Party; or (iii) in any way interfere with or attempt to interfere with the relationship between any Covered Personnel and any Covered Party; provided, however, no the Subject Party and its Affiliates will not be deemed to have violated this Section 2(a) if any Covered Personnel voluntarily and independently solicits an offer of employment from such the Subject Party or its Affiliate (or other Person whom such Subject Party any of them is acting on behalf of) by responding to a general advertisement or solicitation program conducted by or on behalf of such the Subject Party or its Affiliate (or such other Person whom such Subject Party any of them is acting on behalf of) that is not targeted at such Covered Personnel or Covered Personnel generally, so long as such Covered Personnel is not hired. For purposes of this Agreement, “Covered Personnel” shall mean any Person who is or was an employee, consultant or independent contractor of the Covered Parties, (A) if the relevant time of determination is before the Termination Date, as of such date of determination the relevant act prohibited by this Section 2(a) or during the one (1) year period preceding such date and, (B) if the relevant time of determination is after the Termination Date, as of the Termination Date or during the one (1) year period preceding the Termination Datedate.

No Solicitation of Employees and Consultants. Each The Subject Party agrees that, during the Restricted Period, such the Subject Party will not, and will not permit its Affiliates to, without the prior written consent of Parent Pubco (which may be withheld in its sole discretion), either on its own behalf or on behalf of any other Person (other than, if applicable, a Covered Party in the performance of such the Subject Party’s duties on behalf of the Covered Parties), directly or indirectly: (i) hire or engage as an employee, independent contractor, consultant or otherwise any Covered Personnel (as defined below); or (ii) solicit, induce, encourage or otherwise knowingly cause (or knowingly attempt to do any of the foregoing) any Covered Personnel to leave the service (whether as an employee, consultant or independent contractor) of any Covered Party; or (iii) in any way interfere with or attempt to interfere with the relationship between any Covered Personnel and any Covered Party; provided, however, no the Subject Party and its Affiliates will not be deemed to have violated this Section 2(a) if any Covered Personnel voluntarily and independently solicits an offer of employment from such the Subject Party or its Affiliate (or other Person whom such Subject Party any of them is acting on behalf of) by responding to a general advertisement or solicitation program conducted by or on behalf of such the Subject Party or its Affiliate (or such other Person whom such Subject Party any of them is acting on behalf of) that is not targeted at such Covered Personnel or Covered Personnel generally, so long as such Covered Personnel is not hired. For purposes of this Agreement, “Covered Personnel” shall mean any Person who is or was an employee, consultant or independent contractor of a Covered Party between the Covered Parties, (A) if the relevant time of determination is before the Termination Date, as of such date of determination or during this Agreement and the one (1) year period preceding such date and, (B) if the relevant time of determination is after the Termination Date, as end of the Termination Date or during the one (1) year period preceding the Termination DateRestricted Period, excluding with respect to consultants and independent contractors any professional service providers.

No Solicitation of Employees and Consultants. Each The Subject Party agrees that, during the Restricted Period, such the Subject Party and his or her Controlled Affiliates will not, without the prior written consent of Parent Purchaser (which may be withheld in its sole discretion), either on its own behalf or on behalf of any other Person (other than, if applicable, a Covered Party in the performance of such the Subject Party’s duties on behalf of the Covered Parties), directly or indirectly: (i) hire or engage as an employee, independent contractor, consultant or otherwise any Covered Personnel (as defined below); (ii) solicit, induce, encourage or otherwise knowingly cause (or attempt to do any of the foregoing) any Covered Personnel to leave the service (whether as an employee, consultant or independent contractor) of any Covered Party; or (iii) in any way interfere with or attempt to interfere with the relationship between any Covered Personnel and any Covered Party; provided, however, no the Subject Party will not be deemed to have violated this Section 2(a) if any Covered Personnel voluntarily and independently solicits an offer of employment from such the Subject Party or his or her Controlled Affiliate (or other Person whom such Subject Party any of them is acting on behalf of) by responding to a general advertisement or solicitation program conducted by or on behalf of such the Subject Party or his or her Controlled Affiliate (or such other Person whom such Subject Party any of them is acting on behalf of) that is not specifically targeted at such Covered Personnel or Covered Personnel generally, so long as such Covered Personnel is not hired. For purposes of this Agreement, “Covered Personnel” shall mean any Person who is or was an employee, consultant or independent contractor of the Covered Parties, (A) if the relevant time of determination is before the Termination Date, as of such date of determination or during the one (1) year period preceding such date and, (B) if the relevant time of determination is after the Termination Date, as of the Termination Date or during the one (1) year period preceding the Termination Date.

No Solicitation of Employees and Consultants. Each Subject Party agrees that, during the Restricted Period, such Subject Party will not, without the prior written consent of both Parent and Purchaser (which may be withheld in its their sole discretion), either on its own behalf or on behalf of any other Person (other than, if applicable, a Covered Party in the performance of such Subject Party’s duties on behalf of the Covered Parties), directly or indirectly: (i) hire or engage as an employee, independent contractor, consultant or otherwise any Covered Personnel (as defined below); (ii) solicit, induce, encourage or otherwise cause (or attempt to do any of the foregoing) any Covered Personnel to leave the service (whether as an employee, consultant or independent contractor) of any Covered Party; or (iii) in any way interfere with or attempt to interfere with the relationship between any Covered Personnel and any Covered Party; provided, however, no Subject Party will be deemed to have violated this Section 2(a) if any Covered Personnel voluntarily and independently solicits an offer of employment from such Subject Party (or other Person whom such Subject Party is acting on behalf of) by responding to a general advertisement or solicitation program conducted by or on behalf of such Subject Party (or such other Person whom such Subject Party is acting on behalf of) that is not targeted at such Covered Personnel or Covered Personnel generally, so long as such Covered Personnel is not hired. For purposes of this Agreement, “Covered Personnel” shall mean any Person who is or was an employee, consultant or independent contractor of the Covered Parties, (A) if the relevant time of determination is before the Termination Date, as of such date of determination or during the one (1) year period preceding such date and, (B) if the relevant time of determination is after the Termination Date, as of the Termination Date or during the one (1) year period preceding the Termination Date.

No Solicitation of Employees and Consultants. Each Subject Party Owner agrees that, during the Restricted Period, such Subject Party Owner will not, without the prior written consent of Parent OAC (which may be withheld in its sole discretion), either on its own behalf or on behalf of any other Person (other than, if applicable, a Covered Party in the performance of such Subject PartyOwner’s duties on behalf of the Covered Parties), directly or indirectly: (i) hire or engage as an employee, independent contractor, consultant or otherwise any Covered Personnel (as defined below); (ii) solicit, induce, encourage or otherwise cause (or attempt to do any of the foregoing) any Covered Personnel to leave the service (whether as an employee, consultant or independent contractor) of any Covered Party; or (iii) in any way interfere with or attempt to interfere with the relationship between any Covered Personnel and any Covered Party; provided, however, no Subject Party Owner will not be deemed to have violated this Section 2(a) if any Covered Personnel voluntarily and independently solicits an offer of employment from such Subject Party Owner (or other Person whom such Subject Party Owner is acting on behalf of) by responding to a general advertisement or solicitation program conducted by or on behalf of such Subject Party Owner (or such other Person whom such Subject Party Owner is acting on behalf of) that is not targeted at such Covered Personnel or Covered Personnel generally, so long as such Covered Personnel is not hired. For purposes of this Agreement, “Covered Personnel” shall mean means any Person who is or was an employee, consultant or independent contractor of a Covered Party as of the Covered Parties, (A) if date of the relevant time of determination is before the Termination Date, as of such date of determination act prohibited by this Section 2(a) or during the one (1) year period preceding such date and, (B) if the relevant time of determination is after the Termination Date, as of the Termination Date or during the one (1) year period preceding the Termination Datedate.

No Solicitation of Employees and Consultants. Each Subject Party The Seller agrees that, during the Restricted Period, such Subject Party the Seller will not, and will not permit its Affiliates to, without the prior written consent of Parent Purchaser (which may be withheld in its sole discretion), either on its own behalf or on behalf of any other Person (other than, if applicable, a Covered Party in the performance of such Subject Partythe Seller’s or its Affiliate’s duties on behalf of the Covered Parties), directly or indirectly: (i) hire or engage as an employee, independent contractor, consultant or otherwise any Covered Personnel (as defined below); (ii) solicit, induce, encourage or otherwise knowingly cause (or attempt to do any of the foregoing) any Covered Personnel to leave the service (whether as an employee, consultant or independent contractor) of any Covered Party; or (iii) in any way interfere with or attempt to interfere with the relationship between any Covered Personnel and any Covered Party; provided, however, no Subject Party the Seller and its Affiliates will not be deemed to have violated this Section 2(a) if any Covered Personnel voluntarily and independently solicits an offer of employment from such Subject Party the Seller or its Affiliate (or other Person whom such Subject Party the Seller or its Affiliate is acting on behalf of) by responding to a general advertisement or solicitation program conducted by or on behalf of such Subject Party the Seller or its Affiliate (or such other Person whom such Subject Party the Seller or its Affiliate is acting on behalf of) that is not targeted at such Covered Personnel or Covered Personnel generally, so long as such Covered Personnel is not hired. For purposes of this Agreement, “Covered Personnel” shall mean any Person who is or was an employee, consultant or independent contractor of the Covered Parties, (A) if the relevant time of determination is before the Termination Date, as of such date of determination or during the one (1) year period preceding such date and, (B) if the relevant time of determination is after the Termination Date, as of the Termination Date or during the one (1) year period preceding the Termination Date.

No Solicitation of Employees and Consultants. Each Subject Party agrees that, during the Restricted Period, such Subject Party will not, without the prior written consent of Parent Pubco (which may be withheld in its sole discretion), either on its own behalf or on behalf of any other Person (other than, if applicable, a Covered Party in the performance of such Subject Party’s duties on behalf of the Covered Parties)Person, directly or indirectly: (i) hire or engage as an employee, independent contractor, consultant or otherwise any Person who was an employee, consultant or independent contractor of the Covered Personnel Parties as of the Closing Date or within the one (as defined below1) year period preceding the Closing Date (any such Persons, “Covered Party Personnel”); (ii) solicit, induce, encourage or otherwise cause (or attempt to do any of the foregoing) any Covered Party Personnel to leave the service (whether as an employee, consultant or independent contractor) of any Covered Party; or (iii) in any way interfere with or attempt to interfere with the relationship between any Covered Party Personnel and any Covered Party; provided, however, (i) no Subject Party will be deemed to have violated this Section 2(a) if any Covered Party Personnel voluntarily and independently solicits an offer of employment from such Subject Party (or other Person whom such Subject Party is acting on behalf of) by responding to a general advertisement or solicitation program conducted by or on behalf of such Subject Party (or such other Person whom such Subject Party is acting on behalf of) that is not targeted at such Covered Party Personnel or Covered Party Personnel generally, so long as such Covered Party Personnel is not hired. For purposes of this Agreement, “Covered Personnel” shall mean any Person who is or was an employee, consultant or independent contractor of ; and (ii) the foregoing will not prohibit a Subject Party from using the same professional advisors as the Covered Parties, Parties (A) if the relevant time unless such use would prevent a Covered Party from using such professional advisor as a result of determination is before the Termination Date, as of any ethical conflicts in accordance with such date of determination or during the one (1) year period preceding such date and, (B) if the relevant time of determination is after the Termination Date, as of the Termination Date or during the one (1) year period preceding the Termination Dateadvisor’s professional standards).

No Solicitation of Employees and Consultants. Each Subject Party agrees that, during the Restricted Period, such Subject Party will not, without the prior written consent of Parent Purchaser (which may be withheld in its sole discretion), either on its own behalf or on behalf of any other Person (other than, if applicable, a Covered Party in the performance of such Subject Party’s duties on behalf of the Covered Parties), directly or indirectly: (i) hire or engage as an employee, independent contractor, consultant or otherwise any Covered Personnel (as defined below); (ii) solicit, induce, encourage or otherwise cause (or attempt to do any of the foregoing) any Covered Personnel to leave the service (whether as an employee, consultant or independent contractor) of any Covered Party; or (iii) in any way interfere with or attempt to interfere with the relationship between any Covered Personnel and any Covered Party; provided, however, no Subject Party will be deemed to have violated this Section 2(a) if any Covered Personnel voluntarily and independently solicits an offer of employment from such Subject Party (or other Person whom such Subject Party is acting on behalf of) by responding to a general advertisement or solicitation program conducted by or on behalf of such Subject Party (or such other Person whom such Subject Party is acting on behalf of) that is not targeted at such Covered Personnel or Covered Personnel generally, so long as such Covered Personnel is not hired. For purposes of this Agreement, “Covered Personnel” shall mean any Person who is or was an employee, consultant or independent contractor of the Covered Parties, (A) if the relevant time of determination is before the Termination Date, as of such date of determination or during the one (1) year period preceding such date and, (B) if the relevant time of determination is after the Termination Date, as of the Termination Date or during the one (1) year period preceding the Termination Date.

No Solicitation of Employees and Consultants. Each The Subject Party agrees that, during the Restricted Period, such the Subject Party and its Affiliates will not, without the prior written consent of the Parent (which may be withheld in its sole discretion), either on its own behalf or on behalf of any other Person (other than, if applicable, a Covered Party in the performance of such the Subject Party’s duties on behalf of the Covered Parties), directly or indirectly: (i) hire or engage as an employee, independent contractor, consultant or otherwise any Covered Personnel (as defined below), provided that with respect to this Section 2(a)(i), the Parent’s consent shall not be unreasonably withheld; (ii) solicit, induce, encourage or otherwise knowingly cause (or attempt to do any of the foregoing) any Covered Personnel to leave the service (whether as an employee, consultant or independent contractor) of any Covered Party; or (iii) in any way interfere with or attempt to interfere with the relationship between any Covered Personnel and any Covered Party; provided, however, no the Subject Party and its Affiliates will not be deemed to have violated this Section 2(a) if any Covered Personnel voluntarily and independently solicits an offer of employment from such the Subject Party or its Affiliate (or other Person whom such Subject Party any of them is acting on behalf of) by responding to a general advertisement or solicitation program conducted by or on behalf of such the Subject Party or its Affiliate (or such other Person whom such Subject Party any of them is acting on behalf of) that is not targeted at such Covered Personnel or Covered Personnel generally, so long as such Covered Personnel is not hired. For purposes of this Agreement, “Covered Personnel” shall mean any Person who is or was an employee, consultant or independent contractor of the Covered Parties, (A) if the relevant time of determination is before the Termination Date, as of such date of determination the relevant act prohibited by this Section 2(a) or during the one (1) year period preceding such date and, (B) if the relevant time of determination is after the Termination Date, as of the Termination Date or during the one (1) year period preceding the Termination Datedate.

No Solicitation of Employees and Consultants. Each The Subject Party agrees that, during the Restricted Period, such the Subject Party will not, and will not permit his, her or its Affiliates (other than a Covered Party) to, without the prior written consent of Parent (which may be withheld in its sole discretion)Pubco, either on its own behalf or on behalf of any other Person (other than, if applicable, a Covered Party in the performance of such the Subject Party’s duties on behalf of the Covered Parties), directly or indirectly: (i) hire or engage as an employee, independent contractor, consultant or otherwise any Covered Personnel (as defined below); ) or (ii) solicit, induce, knowingly encourage or otherwise knowingly cause (or attempt to do any of the foregoing) any foregoing)any Covered Personnel to leave the service (whether as an employee, consultant or independent contractor) of any Covered Party; or (iii) in any way interfere with or attempt to interfere with the relationship between any Covered Personnel and any Covered Party; provided, however, no the Subject Party and his, her or its Affiliates will not be deemed to have violated this Section 2(a) if any Covered Personnel voluntarily and independently solicits an offer of employment from such the Subject Party or his, her or its Affiliate (or other Person whom such Subject Party any of them is acting on behalf of) by responding to a general advertisement or solicitation program conducted by or on behalf of such the Subject Party or his, her or its Affiliate (or such other Person whom such Subject Party any of them is acting on behalf of) that is not targeted at such Covered Personnel or Covered Personnel generallygenerally (and such general advertising or solicitation program shall not be a breach of this Section 2), so long as in which case such Covered Personnel is not hiredmay be hired by the Subject Party or his, her or its Affiliate, as applicable. For purposes of this Agreement, “Covered Personnel” shall mean any Person who is or was an employee, consultant or independent contractor of the Covered Parties, (A) if the relevant time of determination is before the Termination Date, as of such date of determination or during the one (1) year period preceding such date and, (B) if the relevant time of determination is after the Termination Date, as of the Termination Closing Date or during the one Restricted Period or within the six (16) year month period preceding the Termination Datedate of this Agreement.

No Solicitation of Employees and Consultants. Each The Subject Party agrees that, during the Restricted Period, such the Subject Party and his or her controlled Affiliates will not, without the prior written consent of Parent (which may be withheld in its sole discretion), either on its own behalf or on behalf of any other Person (other than, if applicable, a Covered Party in the performance of such the Subject Party’s duties on behalf of the Covered Parties), directly or indirectly: (i) hire or engage as an employee, independent contractor, consultant or otherwise any Covered Personnel (as defined below); (ii) solicit, induce, knowingly encourage or otherwise knowingly cause (or attempt to do any of the foregoing) any Covered Personnel to leave the service (whether as an employee, consultant or independent contractor) of any Covered Party; or (iii) in any way knowingly interfere with or knowingly attempt to interfere with the relationship between any Covered Personnel and any Covered Party; provided, however, no the Subject Party will not be deemed to have violated this Section 2(a) if (A) any Covered Personnel voluntarily and independently solicits an offer of employment from such the Subject Party or his or her controlled Affiliate (or other Person whom such Subject Party any of them is acting on behalf of) without direct or indirect solicitation, inducement or encouragement by responding to the Subject Party or his or her controlled Affiliates, or (B) the Subject Party or his or her controlled Affiliates solicits (or employs as a result of such solicitation) any Covered Personnel through general advertisement advertisements or solicitation program programs conducted by or on behalf of such the Subject Party or his or her controlled Affiliate (or such other Person whom such Subject Party any of them is acting on behalf of) that is are not specifically targeted at such Covered Personnel or Covered Personnel generally, so long as such Covered Personnel is not hired. For purposes of this Agreement, “Covered Personnel” shall mean any Person who is or was an employee, consultant or independent contractor of the Covered Parties, (A) if the relevant time of determination is before the Termination Date, as of such date of determination or during the one (1) year period preceding such date and, (B) if the relevant time of determination is after the Termination Date, Parties as of the Termination Closing Date or during the one (1) year period preceding from the Closing Date to the Termination Date.

No Solicitation of Employees and Consultants. Each Subject Party Seller agrees that, during the Restricted Period, such Subject Party Seller will not, without the prior written consent of Parent (which may be withheld in its sole discretion), either on its Seller’s own behalf or on behalf of any other Person (other than, if applicable, than a Covered Party in the performance of such Subject PartySeller’s duties on behalf of the Covered Parties), directly or indirectly: (i) hire or engage as an employee, independent contractor, consultant or otherwise any Covered Party Personnel (as defined below); (ii) solicit, induce, encourage or otherwise cause (or attempt to do any of the foregoing) any Covered Party Personnel to leave the service (whether as an employee, consultant or independent contractor) of any Covered Party; or (iii) in any way interfere with solicit, induce, encourage or otherwise cause (or attempt to interfere with do any of the relationship between foregoing) any Covered Party Personnel and to terminate, reduce or refrain from renewing or extending its contractual relationship with any Covered Party. For purposes of this Agreement, “Covered Party Personnel” means any Person who (A) is an employee, consultant or independent contractor of the Company or any of its Subsidiaries as of the date of the Closing or (B) was within one (1) year preceding the Seller Separation, an employee, consultant or independent contractor the Company or any of its Subsidiaries (or any other Covered Party if Seller received confidential information regarding or had active contact with such employee, consultant or independent contractor); provided, however, no Subject Party Seller will not be deemed to have violated this Section 2(a) if any Covered Party Personnel voluntarily and independently solicits an offer of employment from such Subject Party Seller (or other Person whom such Subject Party Seller is acting on behalf of) by responding to a general advertisement or solicitation program conducted by or on behalf of such Subject Party Seller (or such other Person whom such Subject Party Seller is acting on behalf of) that is not targeted at such Covered Party Personnel or Covered Party Personnel generally, so long as such Covered Party Personnel is not hired. For purposes of this Agreement, “Covered Personnel” shall mean any Person who is or was an employee, consultant or independent contractor of the Covered Parties, (A) if the relevant time of determination is before the Termination Date, as of such date of determination or during the one (1) year period preceding such date and, (B) if the relevant time of determination is after the Termination Date, as of the Termination Date or during the one (1) year period preceding the Termination Date.

No Solicitation of Employees and Consultants. Each The Subject Party agrees that, during the Restricted Period, such the Subject Party will not, and will not permit its Affiliates to, without the prior written consent of Parent the Company (which may be withheld in its sole discretion), either on its own behalf or on behalf of any other Person (other than, if applicable, a Covered Party in the performance of such the Subject Party’s duties on behalf of the Covered Parties), directly or indirectly: (i) hire or engage as an employee, independent contractor, consultant consultant, or otherwise any Covered Personnel (as defined below); (ii) solicit, induce, encourage encourage, or otherwise knowingly cause (or attempt to do any of the foregoing) any Covered Personnel to leave the service (whether as an employee, consultant consultant, or independent contractor) of any Covered Party; or (iii) in any way interfere with or attempt to interfere with the relationship between any Covered Personnel and any Covered Party; provided, however, no the Subject Party and its Affiliates will not be deemed to have violated this Section 2(a) if any Covered Personnel voluntarily and independently solicits an offer of employment from such the Subject Party (or other Person whom such Subject Party is acting on behalf of) any of its Affiliates by responding to a general advertisement or solicitation program conducted by or on behalf of such the Subject Party or any of its Affiliates (or such other Person whom such Subject Party any of them is acting on behalf of) that is not targeted at such Covered Personnel or Covered Personnel generally, so long as such Covered Personnel is are not hired. For purposes of this Agreement, “Covered Personnel” shall mean any Person who is or was an employee, consultant consultant, or independent contractor of the Covered Parties, (A) if as of the date of the relevant time of determination act by the Subject Party which act is before the Termination Date, as of such date of determination subject to this Section 2(a) or during the one (1) year period preceding such date and, (B) if the relevant time of determination is after the Termination Date, as of the Termination Date or during the one (1) year period preceding the Termination Datedate.

No Solicitation of Employees and Consultants. Each The Subject Party agrees that, during the Restricted Period, such the Subject Party will not, and will not permit his controlled Affiliates to, without the prior written consent of Parent Pubco (which may be withheld in its sole discretion), either on its his own behalf or on behalf of any other Person (other than, if applicable, a Covered Party in the performance of such Subject Party’s his duties on behalf of the Covered Parties), directly or indirectly: (i) hire or engage as an employee, independent contractor, consultant or otherwise any Covered Personnel (as defined below); or (ii) solicit, induce, encourage or otherwise knowingly cause (or attempt to do any of the foregoing) any Covered Personnel to leave the service (whether as an employee, consultant or independent contractor) of any Covered Party; or (iii) in any way interfere with or attempt to interfere with the relationship between any Covered Personnel and any Covered Party; provided, however, no the Subject Party and his controlled Affiliates will not be deemed to have violated this Section 2(a) if (i) any Covered Personnel voluntarily and independently solicits an offer of employment from such the Subject Party or his controlled Affiliate (or other Person of whom such Subject Party any of them is acting on behalf ofbehalf) by responding to a general advertisement or solicitation program conducted by or on behalf of such the Subject Party or his controlled Affiliate (or such other Person of whom such Subject Party any of them is acting on behalf ofbehalf) that is not targeted at such Covered Personnel or Covered Personnel generally, so long as or (ii) the Subject Party hires any Covered Personnel following three (3) months after such Covered Personnel is not hiredPersonnel’s termination by the relevant Covered Party. For purposes of this Agreement, “Covered Personnel” shall mean any Person who is or was an employee, consultant or independent contractor of the Covered PartiesParties as of the Closing Date, at any time during the Restricted Period, or within the six (A6) if month period preceding the relevant time of determination is before the Termination Date, as of such date of determination or during the one (1) year period preceding such date and, (B) if the relevant time of determination is after the Termination Date, as of the Termination Date or during the one (1) year period preceding the Termination Datedetermination.

No Solicitation of Employees and Consultants. Each Subject Party Owner agrees that, during the Restricted Period, such Subject Party Owner will not, without the prior written consent of Parent the Company (which may be withheld in its sole discretion), either on its own behalf or on behalf of any other Person (other than, if applicable, a Covered Party in the performance of such Subject PartyOwner’s duties on behalf of the Covered Parties), directly or indirectly: (i) hire or engage as an employee, independent contractor, consultant or otherwise any Covered Personnel (as defined below); (ii) solicit, induce, encourage or otherwise cause (or attempt to do any of the foregoing) any Covered Personnel to leave the service (whether as an employee, consultant or independent contractor) of any Covered Party; or (iii) in any way interfere with or attempt to interfere with the relationship between any Covered Personnel and any Covered Party; provided, however, no Subject Party Owner will not be deemed to have violated this Section 2(a) if any Covered Personnel voluntarily and independently solicits an offer of employment from such Subject Party Owner (or other Person whom such Subject Party Owner is acting on behalf of) by responding to a general advertisement or solicitation program conducted by or on behalf of such Subject Party Owner (or such other Person whom such Subject Party Owner is acting on behalf of) that is not targeted at such Covered Personnel or Covered Personnel generally, so long as such Covered Personnel is not hired. For purposes of this Agreement, “Covered Personnel” shall mean means any Person who is or was an employee, consultant or independent contractor of a Covered Party as of the Covered Parties, (A) if date of the relevant time of determination is before the Termination Date, as of such date of determination act prohibited by this Section 2(a) or during the one (1) year period preceding such date and, (B) if the relevant time of determination is after the Termination Date, as of the Termination Date or during the one (1) year period preceding the Termination Datedate.

No Solicitation of Employees and Consultants. Each The Subject Party agrees that, during the Restricted Period, such the Subject Party will not, and will not permit his, her or its Affiliates (other than a Covered Party) to, without the prior written consent of Parent (which may be withheld in its sole discretion)Purchaser, either on its own behalf or on behalf of any other Person (other than, if applicable, a Covered Party in the performance of such the Subject Party’s duties on behalf of the Covered Parties), directly or indirectly: (i) hire or engage as an employee, independent contractor, consultant or otherwise any Covered Personnel (as defined below); , or (ii) solicit, induce, knowingly encourage or otherwise knowingly cause (or attempt to do any of the foregoing) any foregoing)any Covered Personnel to leave the service (whether as an employee, consultant or independent contractor) of any Covered Party; or (iii) in any way interfere with or attempt to interfere with the relationship between any Covered Personnel and any Covered Party; provided, however, no the Subject Party and his, her or its Affiliates will not be deemed to have violated this Section 2(a) if any Covered Personnel voluntarily and independently solicits an offer of employment from such the Subject Party or his, her or its Affiliate (or other Person whom such Subject Party any of them is acting on behalf of) by responding to a general advertisement or solicitation program conducted by or on behalf of such the Subject Party or his, her or its Affiliate (or such other Person whom such Subject Party any of them is acting on behalf of) that is not targeted at such Covered Personnel or Covered Personnel generallygenerally (and such general advertising or solicitation program shall not be a breach of this Section 2), so long as in which case such Covered Personnel is not hiredmay be hired by the Subject Party or his, her or its Affiliate, as applicable. For purposes of this Agreement, “Covered Personnel” shall mean any Person who is or was an employee, consultant or independent contractor of the Covered Parties, (A) if the relevant time of determination is before the Termination Date, as of such date of determination or during the one (1) year period preceding such date and, (B) if the relevant time of determination is after the Termination Date, as of the Termination Closing Date or during the one (1) year period preceding the Termination DateRestricted Period.

No Solicitation of Employees and Consultants. Each The Subject Party agrees that, during the Restricted Period, such the Subject Party and his or her controlled Affiliates will not, without the prior written consent of Parent (which may be withheld in its sole discretion), either on its own behalf or on behalf of any other Person (other than, if applicable, a Covered Party in the performance of such the Subject Party’s duties on behalf of the Covered Parties), directly or indirectly: (i) hire or engage as an employee, independent contractor, consultant or otherwise any Covered Personnel (as defined below); (ii) solicit, induce, knowingly encourage or otherwise knowingly cause (or attempt to do any of the foregoing) any Covered Personnel to leave the service (whether as an employee, consultant or independent contractor) of any Covered Party; or (iii) in any way knowingly interfere with or knowingly attempt to interfere with the relationship between any Covered Personnel and any Covered Party; provided, however, no the Subject Party will not be deemed to have violated this Section 2(a) if (A) any Covered Personnel voluntarily and independently solicits an offer of employment from such the Subject Party or his or her controlled Affiliate (or other Person whom such Subject Party any of them is acting on behalf of) without direct or indirect solicitation, inducement or encouragement by responding to the Subject Party or his or her controlled Affiliates, or (B) the Subject Party or his or her controlled Affiliates solicits (or employs as a result of such solicitation) any Covered Personnel through general advertisement advertisements or solicitation program programs conducted by or on behalf of such the Subject Party or his or her controlled Affiliate (or such other Person whom such Subject Party any of them is acting on behalf of) that is are not specifically targeted at such Covered Personnel or Covered Personnel generally, so long as such Covered Personnel is not hired. For purposes of this Agreement, “Covered Personnel” shall mean any Person who is or was an employee, consultant or independent contractor employee of the Covered Parties, (A) if the relevant time of determination is before the Termination Date, as of such date of determination or during the one (1) year period preceding such date and, (B) if the relevant time of determination is after the Termination Date, Parties as of the Termination Closing Date or during the one (1) year period preceding from the Closing Date to the Termination Date.

No Solicitation of Employees and Consultants. Each The Subject Party agrees Parties agree that, during the Restricted Period, such the Subject Party Parties will not, and will not permit their respective Affiliates to, without the prior written consent of Parent Purchaser (which may be withheld in its sole discretion), either on its own behalf or on behalf of any other Person (other than, if applicable, a Covered Party in the performance of such a Subject Party’s or its Affiliate’s duties on behalf of the Covered Parties), directly or indirectly: (i) hire or engage as an employee, independent contractor, consultant or otherwise any Covered Personnel (as defined below); (ii) solicit, induce, encourage or otherwise knowingly cause (or attempt to do any of the foregoing) any Covered Personnel to leave the service (whether as an employee, consultant or independent contractor) of any Covered Party; or (iii) in any way interfere with or attempt to interfere with the relationship between any Covered Personnel and any Covered Party; provided, however, no the Subject Party Parties and their Affiliates will not be deemed to have violated this Section 2(a) if any Covered Personnel voluntarily and independently solicits an offer of employment from such a Subject Party or its Affiliate (or other Person whom such a Subject Party or its Affiliate is acting on behalf of) by responding to a general advertisement or solicitation program conducted by or on behalf of such Subject Party or its Affiliate (or such other Person whom such a Subject Party or its Affiliate is acting on behalf of) that is not targeted at such Covered Personnel or Covered Personnel generally, so long as such Covered Personnel is not hired. For purposes of this Agreement, “Covered Personnel” shall mean any Person who is or was an employee, consultant or independent contractor of the Covered Parties, (A) if Parties as of the date of the relevant time of determination is before the Termination Date, as of such date of determination act prohibited by this Section 2(a) or during the one (1) year period preceding such date and, (B) if the relevant time of determination is after the Termination Date, as of the Termination Date or during the one (1) year period preceding the Termination Datedate.

No Solicitation of Employees and Consultants. Each The Subject Party agrees that, during the Restricted Period, such the Subject Party and its Affiliates will not, without the prior written consent of Parent the Purchaser (which may be withheld in its sole discretion), either on its own behalf or on behalf of any other Person (other than, if applicable, a Covered Party in the performance of such the Subject Party’s duties on behalf of the Covered Parties), directly or indirectly: (i) hire or engage as an employee, independent contractor, consultant or otherwise any Covered Personnel (as defined below); (ii) solicit, induce, encourage or otherwise knowingly cause (or attempt to do any of the foregoing) any Covered Personnel to leave the service (whether as an employee, consultant or independent contractor) of any Covered Party; or (iii) in any way knowingly interfere with or attempt to interfere with the relationship between any Covered Personnel and any Covered Party; provided, however, no the Subject Party and its Affiliates will not be deemed to have violated this Section 2(a) if (A) any Covered Personnel voluntarily and independently solicits an offer of employment from such the Subject Party or its Affiliate (or other Person whom such Subject Party any of them is acting on behalf of) by responding to a general advertisement or solicitation program conducted by or on behalf of such the Subject Party or its Affiliate (or such other Person whom such Subject Party any of them is acting on behalf of) that is not targeted at such Covered Personnel or Covered Personnel generally, so long (B) the Subject Party serves as a reference, upon request, for any Covered Personnel, or (C) actions taken by any person or entity with which the Subject Party is associated if the Subject Party is not personally involved in any manner in the matter and has not identified such Covered Personnel is not hiredfor soliciting or hiring. For purposes of this Agreement, “Covered Personnel” shall mean any Person who is or was an employee, consultant or independent contractor of the Covered Parties, (A) if the relevant time of determination is before the Termination Date, as of such date of determination the relevant act prohibited by this Section 2(a) or during the one (1) year period preceding such date and, (B) if the relevant time of determination is after the Termination Date, as of the Termination Date or during the one (1) year period preceding the Termination Datedate.

No Solicitation of Employees and Consultants. Each The Subject Party agrees that, during the Restricted Period, such the Subject Party and its Affiliates will not, without the prior written consent of the Parent (which may be withheld in its sole discretion), either on its own behalf or on behalf of any other Person (other than, if applicable, a Covered Party in the performance of such the Subject Party’s duties on behalf of the Covered Parties), directly or indirectly: (i) hire or engage as an employee, independent contractor, consultant or otherwise any Covered Personnel (as defined below), provided that with respect to this Section 2(a)(i), the Parent’s consent shall not be unreasonably withheld; (ii) solicit, induce, encourage or otherwise knowingly cause (or attempt to do any of the foregoing) any Covered Personnel to leave the service (whether as an employee, consultant or independent contractor) of any Covered Party; or (iii) in any way interfere with or attempt to interfere with the relationship between any Covered Personnel and any Covered Party; provided, however, no the Subject Party and its Affiliates will not be deemed to have violated this Section 2(a) if any Covered Personnel voluntarily and independently solicits an offer of employment from such the Subject Party or its Affiliate (or other Person whom such Subject Party any of them is acting on behalf of) by responding to a general advertisement or solicitation program conducted by or on behalf of such the Subject Party or its Affiliate (or such other Person whom such Subject Party any of them is acting on behalf of) that is not targeted at such Covered Personnel or Covered Personnel generally, so long as such Covered Personnel is not hired. For purposes of this Agreement, “Covered Personnel” shall mean any Person who is or was an employee, consultant or independent contractor of the Covered Parties, (A) if the relevant time of determination is before the Termination Date, as of such date of determination the relevant act prohibited by this Section 2(a) or during the one (1) year period preceding such date and, (B) if the relevant time of determination is after the Termination Date, as of the Termination Date or during the one (1) year period preceding the Termination Datedate.

No Solicitation of Employees and Consultants. Each Subject Party Seller agrees that, during the Restricted Period, such Subject Party Seller will not, without the prior written consent of Parent (which may be withheld in its sole discretion), either on its his or her own behalf or on behalf of any other Person (other than, if applicable, than a Covered Party in the performance of such Subject PartySeller’s duties on behalf of the Covered Parties), directly or indirectly: (i) hire or engage as an employee, independent contractor, consultant or otherwise any Covered Party Personnel (as defined below); (ii) solicit, induce, encourage or otherwise cause (or attempt to do any of the foregoing) any Covered Party Personnel to leave the service (whether as an employee, consultant or independent contractor) of any Covered Party; or (iii) in any way interfere with or attempt to interfere with the relationship between any Covered Party Personnel and any Covered Party. For purposes of this Agreement, “Covered Party Personnel” means any Person who (A) was an employee, consultant or independent contractor of the Company or any of its Subsidiaries as of or within the one (1) year period preceding the Closing or (B) was within one (1) year preceding the applicable Seller Separation, an employee, consultant or independent contractor the Company or any of its Subsidiaries (or any other Covered Party if such Seller received confidential information regarding or had active contact with such employee, consultant or independent contractor); provided, however, no Subject Party Seller will be deemed to have violated this Section 2(a) if any Covered Party Personnel voluntarily and independently solicits an offer of employment from such Subject Party Seller (or other Person whom such Subject Party Seller is acting on behalf of) by responding to a general advertisement or solicitation program conducted by or on behalf of such Subject Party Seller (or such other Person whom such Subject Party Seller is acting on behalf of) that is not targeted at such Covered Party Personnel or Covered Party Personnel generally, so long as such Covered Party Personnel is not hired. For purposes of this Agreement, “Covered Personnel” shall mean any Person who is or was an employee, consultant or independent contractor of the Covered Parties, (A) if the relevant time of determination is before the Termination Date, as of such date of determination or during the one (1) year period preceding such date and, (B) if the relevant time of determination is after the Termination Date, as of the Termination Date or during the one (1) year period preceding the Termination Date.

No Solicitation of Employees and Consultants. Each The Subject Party agrees that, during the Restricted Period, such the Subject Party will notnot and will not permit its Affiliates to, without the prior written consent of Parent Pubco (which may be withheld in its sole discretion), either on its own behalf or on behalf of any other Person (other than, if applicable, a Covered Party in the performance of such Subject Party’s its duties on behalf of the Covered Parties), directly or indirectly: (i) hire or engage as an employee, independent contractor, consultant or otherwise any Covered Personnel (as defined below); (ii) solicit, induce, encourage or otherwise knowingly cause (or attempt to do any of the foregoing) any Covered Personnel to leave the service (whether as an employee, consultant or independent contractor) of any Covered Party; or (iii) in any way interfere with or attempt to interfere with the relationship between any Covered Personnel (as defined below) and any Covered Party; provided, however, no the Subject Party and its Affiliates will not be deemed to have violated this Section 2(a) if any Covered Personnel voluntarily and independently solicits an offer of employment from such the Subject Party or its Affiliate (or other Person whom such Subject Party any of them is acting on behalf of) by responding to a general advertisement or solicitation program conducted by or on behalf of such the Subject Party or its Affiliate (or such other Person whom such Subject Party any of them is acting on behalf of) that is not targeted at such Covered Personnel or Covered Personnel generally, so long as such Covered Personnel is not hired. For purposes of this Agreement, “Covered Personnel” shall mean any Person who is or was an employee, consultant or independent contractor of the Covered Parties, (A) if Parties as of the date of the relevant time of determination is before the Termination Date, as of such date of determination act prohibited by this Section 2(a) or during the one (1) year period preceding such date and, (B) if the relevant time of determination is after the Termination Date, as of the Termination Date or during the one (1) year period preceding the Termination Datedate.

No Solicitation of Employees and Consultants. Each Subject Party The Owner agrees that, during the Restricted Period, such Subject Party the Owner will not, without the prior written consent of Parent (which may be withheld in its sole discretion), either on its his own behalf or on behalf of any other Person person or entity (other than, if applicable, a Covered Party in the performance of such Subject Party’s duties on behalf of than the Covered Parties), directly or indirectly: , (i) hire or engage as an employee, independent contractor, consultant or otherwise any Covered Party Personnel (as defined below); , (ii) solicitencourage, induce, encourage or otherwise cause (attempt to induce, solicit or attempt to do any of the foregoing) solicit any Covered Party Personnel to leave the service (whether as an employee, consultant or independent contractor) of any Covered Party; Party or (iii) in any way interfere with or attempt to interfere with the relationship between any Covered Party Personnel and any Covered Party. For purposes of this Non- Competition Agreement, “Covered Party Personnel” means and includes any person or entity who is an employee, consultant or independent contractor of the Company on the date hereof or who was an employee, consultant or independent contractor of the Company within the one (1) year period prior to the date hereof, other than (i) any such person or entity who has ceased to be an employee, consultant or independent contractor of the Company for a period of six (6) or more months and (ii) any such consultant or independent contractor that has provided professional services to the Company, such as legal, financial or accounting services; provided, however, no Subject Party the Owner will not be deemed to have violated this Section 2(a) if any Covered Party Personnel voluntarily and independently solicits an offer of employment from such Subject Party (or other Person whom such Subject Party is acting on behalf of) employer by responding to a general advertisement or solicitation program conducted by or on behalf of such Subject Party (employer, or is subsequently hired by such other Person whom such Subject Party is acting on behalf of) that is not targeted at such Covered Personnel or Covered Personnel generallyemployer, so as long as the Owner has no involvement or participation, either directly or indirectly, in the recruitment of, or the hiring process or decision with respect to, such employee or consultant (and at the written request of a Covered Personnel is not hired. For purposes of this Agreement, “Covered Personnel” shall mean any Person who is or was Party provides an employee, consultant or independent contractor of the Covered Parties, (A) if the relevant time of determination is before the Termination Date, as of such date of determination or during the one (1) year period preceding such date and, (B) if the relevant time of determination is after the Termination Date, as of the Termination Date or during the one (1) year period preceding the Termination Dateaffidavit to that effect).

No Solicitation of Employees and Consultants. Each Subject Party Seller agrees that, during the Restricted Period, such Subject Party Seller and its Affiliates will not, and will not permit their respective Affiliates to, without the prior written consent of Parent Pubco (which may such consent not to be withheld in its sole discretionunreasonably withheld), either on its own behalf or on behalf of any other Person (other than, if applicable, a Covered Party in the performance of such Subject Party’s its duties on behalf of the Covered Parties), directly or indirectly: (i) hire or engage as an employee, independent contractor, director, commissioner, consultant or otherwise any Covered Personnel (as defined below); (ii) solicit, induce, encourage or otherwise knowingly cause (or attempt to do any of the foregoing) any Covered Personnel to leave the service (whether as an employee, consultant or independent contractor) of any Covered Party; or (iii) in any way interfere with or attempt to interfere with the relationship between any Covered Personnel and any Covered Party; provided, however, no Subject Party Seller and its Affiliates will not be deemed to have violated this Section 2(a) if any Covered Personnel voluntarily and independently solicits an offer of employment from such Subject Party Seller or its Affiliate (or other Person whom such Subject Party any of them is acting on behalf of) by responding to a general advertisement or solicitation program conducted by or on behalf of such Subject Party Seller or its Affiliate (or such other Person whom such Subject Party any of them is acting on behalf of) that is not targeted at such Covered Personnel or Covered Personnel generally, so long as such Covered Personnel is not hired. For purposes of this Agreement, “Covered Personnel” shall mean any Person who is or was an employee, consultant or independent contractor of the Covered Parties, (A) if Parties as of the date of the relevant time of determination is before the Termination Date, as of such date of determination act prohibited by this Section 2(a) or during the one (1) year period preceding such date and, (B) if the relevant time of determination is after the Termination Date, as of the Termination Date or during the one (1) year period preceding the Termination Datedate.

No Solicitation of Employees and Consultants. Each The Subject Party agrees that, during the Restricted Period, such the Subject Party and its Affiliates will not, without the prior written consent of Parent Pubco (which may be withheld in its sole discretion), either on its own behalf or on behalf of any other Person (other than, if applicable, a Covered Party in the performance of such the Subject Party’s duties on behalf of the Covered Parties), directly or indirectly: (i) hire or engage as an employee, independent contractor, consultant or otherwise any Covered Personnel (as defined below); (ii) solicit, induce, encourage or otherwise knowingly cause (or attempt to do any of the foregoing) any Covered Personnel to leave the service (whether as an employee, consultant or independent contractor) of any Covered Party; or (iii) in any way interfere with or attempt to interfere with the relationship between any Covered Personnel and any Covered Party; provided, however, no that the Subject Party and its Affiliates will not be deemed to have violated this Section 2(a) if any Covered Personnel voluntarily and independently solicits an offer of employment from such the Subject Party or its Affiliate (or other Person whom such Subject Party on whose behalf any of them is acting on behalf ofacting) by responding to a general advertisement or solicitation program conducted by or on behalf of such the Subject Party or its Affiliate (or such other Person whom such Subject Party on whose behalf any of them is acting on behalf ofacting) that is not targeted at such Covered Personnel or Covered Personnel generally, so long as such Covered Personnel is not hired. For purposes of this Agreement, “Covered Personnel” shall mean means any Person who is or was an officer, employee, consultant or independent contractor of the Covered Parties, (A) if as of the date of the relevant time of determination is before the Termination Date, as of such date of determination act prohibited by this Section 2(a) or during the one (1) year 1)-year period preceding such date and, (B) if the relevant time of determination is after the Termination Date, as of the Termination Date or during the one (1) year period preceding the Termination Datedate.

No Solicitation of Employees and Consultants. Each The Subject Party agrees that, during the Restricted Period, such the Subject Party will notnot and will not permit its Affiliates to, without the prior written consent of Parent Pubco (which may be withheld in its sole discretion), either on its own behalf or on behalf of any other Person (other than, if applicable, a Covered Party in the performance of such Subject Party’s its duties on behalf of the Covered Parties), directly or indirectly: (i) hire or engage as an employee, independent contractor, consultant or otherwise any Covered Personnel (as defined below); (ii) solicit, induce, encourage or otherwise knowingly cause (or attempt to do any of the foregoing) any Covered Personnel to leave the service (whether as an employee, consultant or independent contractor) of any Covered Party; or (iii) in any way interfere with or attempt to interfere with the relationship between any Covered Personnel and any Covered Party; provided, however, no the Subject Party and its Affiliates will not be deemed to have violated this Section 2(a) if any Covered Personnel voluntarily and independently solicits an offer of employment from such the Subject Party or its Affiliate (or other Person whom such Subject Party any of them is acting on behalf of) by responding to a general advertisement or solicitation program conducted by or on behalf of such the Subject Party or its Affiliate (or such other Person whom such Subject Party any of them is acting on behalf of) that is not targeted at such Covered Personnel or Covered Personnel generally, so long as such Covered Personnel is not hired. For purposes of this Agreement, “Covered Personnel” shall mean any Person who is or was an employee, consultant or independent contractor of the Covered Parties, (A) if Parties as of the date of the relevant time of determination is before the Termination Date, as of such date of determination act prohibited by this Section 2(a) or during the one (1) year period preceding such date anddate, (B) if the relevant time of determination is after the Termination Date, as of the Termination Date or during the one (1) year period preceding the Termination Dateexcluding with respect to consultants and independent contractors any professional service providers.

No Solicitation of Employees and Consultants. Each The Subject Party agrees that, during the Restricted Period, such the Subject Party will not, and will not permit his, her or its Affiliates (other than a Covered Party) to, without the prior written consent of Parent (which may be withheld in its sole discretion)Pubco, either on its own behalf or on behalf of any other Person (other than, if applicable, a Covered Party in the performance of such the Subject Party’s duties on behalf of the Covered Parties), directly or indirectly: (i) hire or engage as an employee, independent contractor, consultant or otherwise any Covered Personnel (as defined below); ) or (ii) solicit, induce, knowingly encourage or otherwise knowingly cause (or attempt to do any of the foregoing) any foregoing)any Covered Personnel to leave the service (whether as an employee, consultant or independent contractor) of any Covered Party; or (iii) in any way interfere with or attempt to interfere with the relationship between any Covered Personnel and any Covered Party; provided, however, no the Subject Party and his, her or its Affiliates will not be deemed to have violated this Section 2(a) if any Covered Personnel voluntarily and independently solicits an offer of employment from such the Subject Party or his, her or its Affiliate (or other Person whom such Subject Party any of them is acting on behalf of) by responding to a general advertisement or solicitation program conducted by or on behalf of such the Subject Party or his, her or its Affiliate (or such other Person whom such Subject Party any of them is acting on behalf of) that is not targeted at such Covered Personnel or Covered Personnel generallygenerally (and such general advertising or solicitation program shall not be a breach of this Section 2), so long as in which case such Covered Personnel is not hiredmay be hired by the Subject Party or his, her or its Affiliate, as applicable. For purposes of this Agreement, “Covered Personnel” shall mean any Person who is or was an employee, consultant or independent contractor of the Covered Parties, (A) if the relevant time of determination is before the Termination Date, as of such date of determination or during the one (1) year period preceding such date and, (B) if the relevant time of determination is after the Termination Date, as of the Termination Closing Date or during the one (1) year Restricted Period or within the six months period preceding the Termination Datedate of this Agreement.

No Solicitation of Employees and Consultants. Each The Subject Party agrees that, during the Restricted Period, such the Subject Party will notnot and will not permit its Affiliates to, without the prior written consent of Parent Pubco (which may be withheld in its sole discretion), either on its own behalf or on behalf of any other Person (other than, if applicable, a Covered Party in the performance of such Subject Party’s its duties on behalf of the Covered Parties), directly or indirectly: (i) hire or engage as an employee, independent contractor, consultant or otherwise any Covered Personnel (as defined below); (ii) solicit, induce, encourage or otherwise knowingly cause (or attempt to do any of the foregoing) any Covered Personnel to leave the service (whether as an employee, consultant or independent contractor) of any Covered Party; or (iii) in any way interfere with or attempt to interfere with the relationship between any Covered Personnel and any Covered Party; provided, however, no the Subject Party and its Affiliates will not be deemed to have violated this Section 2(a) if any Covered Personnel voluntarily and independently solicits an offer of employment from such the Subject Party or its Affiliate (or other Person whom such Subject Party any of them is acting on behalf of) by responding to a general advertisement or solicitation program conducted by or on behalf of such the Subject Party or its Affiliate (or such other Person whom such Subject Party any of them is acting on behalf of) that is not targeted at such Covered Personnel or Covered Personnel generally, so long as such Covered Personnel is not hired. For purposes of this Agreement, “Covered Personnel” shall mean any Person who is or was an employee, consultant or independent contractor of the Covered Parties, (A) if Parties as of the date of the relevant time of determination is before the Termination Date, as of such date of determination act prohibited by this Section 2(a) or during the one (1) year period preceding such date and, (B) if the relevant time of determination is after the Termination Date, as of the Termination Date or during the one (1) year period preceding the Termination Datedate.

No Solicitation of Employees and Consultants. Each Subject Party Seller agrees that, during the Restricted Period, such Subject Party Seller will not, and will not permit its Affiliates to, without the prior written consent of Parent (which may be withheld in its sole discretion), either on its own behalf or on behalf of any other Person (other than, if applicable, a Covered Party in the performance of such Subject PartySeller’s or its Affiliate’s duties on behalf of the Covered Parties), directly or indirectly: (i) hire or engage as an employee, independent contractor, consultant or otherwise any Covered Personnel (as defined below); (ii) solicit, induce, encourage or otherwise cause (or attempt to do any of the foregoing) any Covered Personnel to leave the service (whether as an employee, consultant or independent contractor) of any Covered Party; or (iii) in any way interfere with or attempt to interfere with the relationship between any Covered Personnel and any Covered Party; provided, however, no Subject Party a Seller and its Affiliates will not be deemed to have violated this Section 2(a) if any Covered Personnel voluntarily and independently solicits an offer of employment from such Subject Party Seller or its Affiliate (or other Person whom such Subject Party Seller or its Affiliate is acting on behalf of) by responding to a general advertisement or solicitation program conducted by or on behalf of such Subject Party Seller or its Affiliate (or such other Person whom such Subject Party Seller or its Affiliate is acting on behalf of) that is not targeted at such Covered Personnel or Covered Personnel generally, so long as such Covered Personnel is not hired. For purposes of this Agreement, “Covered Personnel” shall mean any Person who is or was an employee, consultant or independent contractor of the Covered Parties, (A) if the relevant time of determination is before the Termination Date, as of such date of determination or during the one (1) year period preceding such date and, (B) if the relevant time of determination is after the Termination Date, as of the Termination Date or during the one (1) year period preceding the Termination Date; provided, that Covered Personnel will not include (i) any Founder’s spouse, child or grandchild or a spouse of a Founder’s child or grandchild, (ii) Xxxxx XxXxxxxx if such individual’s employment with the employing Covered Parties has already been terminated at least three months prior to being hired by a Seller or its Affiliate and such individual is not released from any non-competition, non-solicitation, confidentiality, assignment of intellectual property or similar protective covenants on behalf of any Covered Party and (iii) any individual who is terminated by its employing or engaging Covered Parties at least three months prior to being hired by a Seller or its Affiliate, so long as the Sellers comply with their respective obligations hereunder with respect to such individual during such three month post-termination period.

No Solicitation of Employees and Consultants. Each The Subject Party agrees that, during the Restricted Period, such other than through Permitted Ownership, the Subject Party will not and will cause his Affiliates to not, without the prior written consent of Parent the Buyer (which may be withheld in its sole discretion), either on its own behalf or on behalf of any other Person (other than, if applicable, a Covered Party in the performance of such the Subject Party’s duties on behalf of the Covered Parties), directly or indirectly: (i) hire or engage as an employee, independent contractor, consultant or otherwise any Covered Personnel (as defined below); (ii) solicit, induce, encourage or otherwise knowingly cause (or attempt to do any of the foregoing) any Covered Personnel to leave the service (whether as an employee, consultant or independent contractor) of any Covered Party; or (iii) in any way interfere with or attempt to interfere with the relationship between any Covered Personnel and any Covered Party; provided, however, no the Subject Party and his, her or its Affiliates will not be deemed to have violated this Section 2(a) if any Covered Personnel voluntarily and independently solicits an offer of employment from such the Subject Party or its Affiliate (or other Person whom such Subject Party any of them is acting on behalf of) by responding to a general advertisement or solicitation program conducted by or on behalf of such the Subject Party or its Affiliate (or such other Person whom such Subject Party any of them is acting on behalf of) that is not targeted at such Covered Personnel or Covered Personnel generally, so long as such Covered Personnel is not hired. For purposes of this Agreement, “Covered Personnel” shall mean any Person who is or was an employee, consultant or independent contractor of the Covered Parties, (A) if as of the date of the relevant time of determination is before the Termination Date, as of such date of determination act prohibited by this Section 2(a) or during the one (1) year period preceding such date and, (B) if the relevant time of determination is after the Termination Date, as of the Termination Date or during the one (1) year period preceding the Termination Datedate.

No Solicitation of Employees and Consultants. Each The Subject Party agrees that, during the Restricted Period, such the Subject Party will not, and will not permit its Affiliates to, without the prior written consent of Parent Pubco (which may be withheld in its sole discretion), either on its own behalf or on behalf of any other Person (other than, if applicable, a Covered Party in the performance of such Subject Party’s its duties on behalf of the Covered Parties), directly or indirectly: (i) hire or engage as an employee, independent contractor, consultant or otherwise any Covered Personnel (as defined below); (ii) solicit, induce, encourage or otherwise knowingly cause (or attempt to do any of the foregoing) any Covered Personnel to leave the service (whether as an employee, consultant or independent contractor) of any Covered Party; or (iii) in any way interfere with or attempt to interfere with the relationship between any Covered Personnel and any Covered Party; provided, however, no the Subject Party and its Affiliates will not be deemed to have violated this Section 2(a) if any Covered Personnel voluntarily and independently solicits an offer of employment from such the Subject Party or its Affiliate (or other Person whom such Subject Party any of them is acting on behalf of) by responding to a general advertisement or solicitation program conducted by or on behalf of such the Subject Party or its Affiliate (or such other Person whom such Subject Party any of them is acting on behalf of) that is not targeted at such Covered Personnel or Covered Personnel generally, so long as such Covered Personnel is not hired. For purposes of this Agreement, “Covered Personnel” shall mean any Person who is or was an employee, consultant or independent contractor of the Covered Parties, (A) if the relevant time of determination is before the Termination Date, Parties as of such date of determination the Closing Date or during the one (1) year period preceding such date and, (B) if the relevant time of determination is after the Termination Date, as of the Termination Date Restricted Period or during within the one (1) year period preceding the Termination Daterelevant time of determination.

No Solicitation of Employees and Consultants. Each Subject Party Parent agrees that, during the Restricted Period, such Subject Party Parent and its Affiliates will not, without the prior written consent of Parent the Company (which may be withheld in its sole discretion), either on its own behalf or on behalf of any other Person (other than, if applicable, a Covered Party in the performance of such Subject Party’s its duties on behalf of the Covered Parties), directly or indirectly: (i) hire or engage as an employee, independent contractor, director, commissioner, consultant or otherwise any Covered Personnel (as defined below); (ii) solicit, induce, encourage or otherwise knowingly cause (or attempt to do any of the foregoing) any Covered Personnel to leave the service (whether as an employee, consultant or independent contractor) of any Covered Party; or (iii) in any way interfere with or attempt to interfere with the relationship between any Covered Personnel and any Covered Party; provided, however, no Subject Party Parent and its Affiliates will not be deemed to have violated this Section 2(a) if any Covered Personnel voluntarily and independently solicits an offer of employment from such Subject Party Parent or its Affiliate (or other Person whom such Subject Party any of them is acting on behalf of) by responding to a general advertisement or solicitation program conducted by or on behalf of such Subject Party Parent or its Affiliate (or such other Person whom such Subject Party any of them is acting on behalf of) that is not targeted at such Covered Personnel or Covered Personnel generally, so long as such Covered Personnel is not hired. For purposes of this Agreement, “Covered Personnel” shall mean any Person who is or was an employee, consultant or independent contractor of the Covered Parties, (A) if Parties as of the date of the relevant time of determination is before the Termination Date, as of such date of determination act prohibited by this Section 2(a) or during the one (1) year period preceding such date and, (B) if the relevant time of determination is after the Termination Date, as of the Termination Date or during the one (1) year period preceding the Termination Datedate.

No Solicitation of Employees and Consultants. Each The Subject Party agrees that, during the Restricted Period, such the Subject Party and its Affiliates will not, without the prior written consent of Parent the Company (which may be withheld in its sole discretion), either on its own behalf or on behalf of any other Person (other than, if applicable, a Covered Party in the performance of such the Subject Party’s duties on behalf of the Covered Parties), directly or indirectly: (i) hire or engage as an employee, independent contractor, consultant or otherwise any Covered Personnel (as defined below), provided that with respect to this Section 2(a)(i), the Company’s consent shall not be unreasonably withheld; (ii) solicit, induce, encourage or otherwise knowingly cause (or attempt to do any of the foregoing) any Covered Personnel to leave the service (whether as an employee, consultant or independent contractor) of any Covered Party; or (iii) in any way interfere with or attempt to interfere with the relationship between any Covered Personnel and any Covered Party; provided, however, no the Subject Party and its Affiliates will not be deemed to have violated this Section 2(a) if any Covered Personnel voluntarily and independently solicits an offer of employment from such the Subject Party or its Affiliate (or other Person whom such Subject Party any of them is acting on behalf of) by responding to a general advertisement or solicitation program conducted by or on behalf of such the Subject Party or its Affiliate (or such other Person whom such Subject Party any of them is acting on behalf of) that is not targeted at such Covered Personnel or Covered Personnel generally, so long as such Covered Personnel is not hired. For purposes of this Agreement, “Covered Personnel” shall mean any Person who is or was an employee, consultant or independent contractor of the Covered Parties, (A) if the relevant time of determination is before the Termination Date, as of such date of determination the relevant act prohibited by this Section 2(a) or during the one (1) year period preceding such date and, (B) if the relevant time of determination is after the Termination Date, as of the Termination Date or during the one (1) year period preceding the Termination Datedate.

No Solicitation of Employees and Consultants. Each The Subject Party agrees that, during the Restricted Period, such the Subject Party and its Affiliates will not, without the prior written consent of Parent Pubco (which may be withheld in its sole discretion), either on its own behalf or on behalf of any other Person (other than, if applicable, a Covered Party in the performance of such the Subject Party’s duties on behalf of the Covered Parties), directly or indirectly: (i) hire or engage as an employee, independent contractor, consultant or otherwise any Covered Personnel (as defined below); (ii) solicit, induce, encourage or otherwise knowingly cause (or attempt to do any of the foregoing) any Covered Personnel to leave the service (whether as an employee, consultant or independent contractor) of any Covered Party; or (iii) in any way interfere with or attempt to interfere with the relationship between any Covered Personnel and any Covered Party; provided, however, no that the Subject Party and its Affiliates will not be deemed to have violated this Section 2(a) if any Covered Personnel voluntarily and independently solicits an offer of employment from such the Subject Party or its Affiliate (or other Person whom such Subject Party on whose behalf any of them is acting on behalf ofacting) by responding to a general advertisement or solicitation program conducted by or on behalf of such the Subject Party or its Affiliate (or such other Person whom such Subject Party on whose behalf any of them is acting on behalf ofacting) that is not targeted at such Covered Personnel or Covered Personnel generally, so long as such Covered Personnel is not hired. For purposes of this Agreement, “Covered Personnel” shall mean means any Person who is or was an officer, employee, consultant or independent contractor of the Covered Parties, (A) if as of the date of the relevant time of determination is before the Termination Date, as of such date of determination act prohibited by this Section 2(a) or during the one (1) year 1)-year period preceding such date and, (B) if the relevant time of determination is after the Termination Date, as of the Termination Date or during the one (1) year period preceding the Termination Datedate.

No Solicitation of Employees and Consultants. Each The Subject Party agrees that, during the Restricted Period, such the Subject Party and his or her Affiliates will not, without the prior written consent of Parent Pubco (which may be withheld in its sole discretion), either on its own behalf or on behalf of any other Person (other than, if applicable, a Covered Party in the performance of such Subject Party’s its duties on behalf of the Covered Parties), directly or indirectly: (i) hire or engage as an employee, independent contractor, consultant or otherwise any Covered Personnel (as defined below); (ii) solicit, induce, encourage or otherwise knowingly cause (or attempt to do any of the foregoing) any Covered Personnel to leave the service (whether as an employee, consultant or independent contractor) of any Covered Party; or (iii) in any way interfere with or attempt to interfere with the relationship between any Covered Personnel and any Covered Party; provided, however, no the Subject Party and its Affiliates will not be deemed to have violated this Section 2(a) if any Covered Personnel voluntarily and independently solicits an offer of employment from such the Subject Party or his or her Affiliate (or other Person whom such Subject Party any of them is acting on behalf of) by responding to a general advertisement or solicitation program conducted by or on behalf of such the Subject Party or his or her Affiliate (or such other Person whom such Subject Party any of them is acting on behalf of) that is not targeted at such Covered Personnel or Covered Personnel generally, so long as such Covered Personnel is not hired. For purposes of this Agreement, “Covered Personnel” shall mean any Person who is or was an employee, consultant or independent contractor of the Covered Parties, (A) if Parties as of the date of the relevant time of determination is before the Termination Date, as of such date of determination act prohibited by this Section 2(a) or during the one (1) year period preceding such date and, (B) if the relevant time of determination is after the Termination Date, as of the Termination Date or during the one (1) year period preceding the Termination Datedate.

No Solicitation of Employees and Consultants. Each The Subject Party agrees that, during the Restricted Period, such the Subject Party will notnot and will not permit his, her or its Affiliates to, without the prior written consent of Parent Pubco (which may be withheld in its sole discretion), either on its own behalf or on behalf of any other Person (other than, if applicable, a Covered Party in the performance of such the Subject Party’s duties on behalf of the Covered Parties), directly or indirectly: (i) hire or engage as an employee, independent contractor, consultant or otherwise any Covered Personnel (as defined below); (ii) solicit, induce, encourage or otherwise knowingly cause (or attempt to do any of the foregoing) any Covered Personnel to leave the service (whether as an employee, consultant or independent contractor) of any Covered Party; or (iii) in any way interfere with or attempt to interfere with the relationship between any Covered Personnel and any Covered Party; provided, however, no the Subject Party and his, her or its Affiliates will not be deemed to have violated this Section 2(aSection2(a) if any Covered Personnel voluntarily and independently solicits an offer of employment from such the Subject Party or its Affiliate (or other Person whom such Subject Party any of them is acting on behalf of) by responding to a general advertisement or solicitation program conducted by or on behalf of such the Subject Party or its Affiliate (or such other Person whom such Subject Party any of them is acting on behalf of) that is not targeted at such Covered Personnel or Covered Personnel generally, so long as such Covered Personnel is not hired. For purposes of this Agreement, “Covered Personnel” shall mean any Person who is or was an employee, consultant or independent contractor of the Covered Parties, (A) if Parties as of the date of the relevant time of determination is before the Termination Date, as of such date of determination act prohibited by this Section 2(a) or during the one (1) year period preceding such date and, (B) if the relevant time of determination is after the Termination Date, as of the Termination Date or during the one (1) year period preceding the Termination Datedate.