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

No Solicitation of Employees and Consultants. The Subject Party agrees that, during the Restricted Period, the Subject Party and his her or its Affiliates will not, without the prior written consent of the Purchaser (which may be withheld in its sole discretion), either on its own behalf or on behalf of any other 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 Company or Purchaser or any of their respective Subsidiaries as of the Closing Date or within the one (1) year period preceding the Closing Date (any such Persons “Covered Personnel”); (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 (to the extent actually known to the Subject Person that such entity is a Covered Party); provided, however, the Subject Party or his, her or its Affiliate will not be deemed to have violated this Section 2(a) if any Covered Personnel voluntarily and independently solicits an offer of employment from the Subject Party (or other Person whom any of them is acting on behalf of) by responding to a general advertisement or solicitation program conducted by or on behalf of the Subject Party (or such other Person whom any of them is acting on behalf of) that is not targeted at such Covered Personnel or Covered Personnel generally.

No Solicitation of Employees and Consultants. The Each of the Subject Party Parties agrees that, during the Restricted Period, neither of the Subject Party Parties will, and his her or each will not permit its respective Affiliates will notto, without the prior written consent of the Purchaser (which may be withheld in its sole discretion), either on its own behalf or on behalf of any other PersonPerson (other than, if applicable, a Covered Party in the performance of the Subject Parties’ duties on behalf of the Covered Parties), directly or indirectly: (i) hire or engage as an employee, independent contractor, consultant consultant, or otherwise any Person who was an employee, consultant or independent contractor of the Company or Purchaser or any of their respective Subsidiaries Covered Personnel (as of the Closing Date or within the one (1) year period preceding the Closing Date (any such Persons “Covered Personnel”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 (to the extent actually known to the Subject Person that such entity is a Covered Party); provided, however, the Subject Party or his, her or Parties and its Affiliate 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 the Subject Party (Parties or other Person whom any of them is acting on behalf of) their respective Affiliates by responding to a general advertisement or solicitation program conducted by or on behalf of either or both of the Subject Party (Parties or such other Person whom any of them is acting on behalf of) their respective Affiliates that is not targeted at such Covered Personnel or Covered Personnel generally, so long as such Covered Personnel are not hired. For purposes of this Agreement, “Covered Personnel” shall mean any Person who is or was an employee, consultant, or independent contractor of either of the Covered Parties, as of the Closing Date, at any time during the Restricted Period, or as of the relevant time of determination.

No Solicitation of Employees and Consultants. The Subject Party agrees that, during During the Restricted period from the Closing until the third (3rd) anniversary of the Closing Date (the “Non-Solicitation Period”), the Subject Party shall not, and his her or its shall cause the Subject Party’s Affiliates will notnot to, without the prior written consent of the Purchaser (which may be withheld in its sole discretion)Purchaser, either on its the Subject Party’s own behalf or on behalf of any other PersonPerson (other than, if applicable, a Covered Party in the performance of the Subject Party’s duties on behalf of the Covered Parties), directly or indirectly: indirectly (i) hire or engage as an employee, independent contractor, consultant consultant, or otherwise any Person who was an employee, consultant or independent contractor of the Company or Purchaser or any of their respective Subsidiaries Covered Personnel (as of the Closing Date or within the one (1) year period preceding the Closing Date (any such Persons “Covered Personnel”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 (to the extent actually known to the Subject Person that such entity is a Covered Party); provided, however. However, the Subject Party or his, her or its Affiliate will and the Subject Party’s Affiliates shall not be deemed to have violated this Section 2(a) if any Covered Personnel voluntarily and independently solicits an offer of employment or service from the Subject Party (or other Person whom any of them is acting on behalf of) its Affiliates by responding to a general advertisement or solicitation program conducted by or on behalf of the Subject Party or any of its Affiliates (or such other Person whom any of them is acting on behalf of) that is not targeted at such Covered Personnel or Personnel, so long as such Covered Personnel generallyis not hired. For purposes of this Agreement, “Covered Personnel” means any Person who is or was an employee, consultant, or contractor of the Covered Parties, as of the Closing Date or at any time during the Non-Solicitation Period.

No Solicitation of Employees and Consultants. The Subject Party agrees that, during the Restricted Period, the Subject Party and his or her or its Affiliates will not, without the prior written consent of the Purchaser (which may be withheld in its sole discretion), either on its own behalf or on behalf of any other PersonPerson (other than, if applicable, a Covered Party in the performance of 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 Person who was an employee, consultant or independent contractor of the Company or Purchaser or any of their respective Subsidiaries as of the Closing Date or within the one (1) year period preceding the Closing Date (any such Persons “Covered Personnel”); (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 (iiiii) in any way interfere with or attempt to interfere with the relationship between any Covered Personnel and any Covered Party (to the extent actually known to the Subject Person that such entity is a Covered Party); provided, however, the Subject Party and his or his, her or its Affiliate 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 the Subject Party or his or her Affiliate (or other Person whom any of them is acting on behalf of) by responding to a general advertisement or solicitation program conducted by or on behalf of the Subject Party or his or her Affiliate (or such other Person whom any of them is acting on behalf of) that is not targeted at such Covered Personnel or Covered Personnel generally. 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, as of such date of the relevant act prohibited by this Section 2(a) or during the one (1) year period preceding such date.