Common use of Non-Solicit Clause in Contracts

Non-Solicit. (a) Seller (i) intends for two (2) years following the Closing to refrain from soliciting for employment any (A) employee of Purchaser Parent or any of its Affiliates to whom Xxxxxx or Seller or any of their respective Affiliates were introduced or with whom they otherwise had contact in connection with their evaluation of the Transactions or (B) Transferred Employee, and (ii) agrees that, for two (2) years following the Closing, neither Seller nor any of its Affiliates will, without the prior written consent of Purchaser, hire or otherwise engage (whether as an officer, employee or consultant or other independent contractor) any (A) employee of Purchaser Parent or any of its Affiliates to whom Xxxxxx or Seller or any of their respective Affiliates were introduced or with whom they otherwise had contact in connection with their evaluation of the Transactions or (B) Transferred Employee; provided, however, that the restrictions of this Section 6.05(a)(ii) shall not apply to the hiring of any such employee whose employment by or term in office with Purchaser Parent or Purchaser or any of their respective Affiliates otherwise ceased more than three (3) months prior to the date of such hiring. (b) Purchaser (i) intends for two (2) years following the Closing to refrain from soliciting for employment any employee of Xxxxxx or Seller or any of their respective Affiliates to whom Purchaser or any of its Affiliates were introduced or with whom they otherwise had contact in connection with their evaluation of the Transactions (other than any Transferred Employee), and (ii) agrees that, for two (2) years following the Closing, none of Purchaser or any of its Affiliates will, without the prior written consent of Xxxxxx, hire or otherwise engage (whether as an officer, employee or consultant or other independent contractor) any employee described in subclause (i) of this Section 6.05(b); provided, however, that the restrictions of this Section 6.05(b)(ii) shall not apply to the hiring of any such employee whose employment by or term in office with Xxxxxx or Seller or any of their respective Affiliates otherwise ceased more than three (3) months prior to the date of such hiring.

Non-Solicit. (a) Seller From and after the date hereof (x) to the date that is one (1) year after the later of (i) intends for two (2) years following the Closing to refrain from soliciting for employment any (A) employee of Purchaser Parent or any of its Affiliates to whom Xxxxxx or Seller or any of their respective Affiliates were introduced or with whom they otherwise had contact in connection with their evaluation termination of the Transactions or (B) Transferred Employee, Rx Distribution Agreement and (ii) agrees thatthe termination of the Generic Pharmaceuticals Purchasing Services Agreement, each of Walgreens and Alliance Boots covenants and agrees, individually on behalf of itself and not jointly, with the Company that it will not, nor will it permit its Affiliates to, directly or indirectly, solicit for two employment any individual set forth on Section 3.6(a) of the Company Disclosure Letter (2each, a “Key Company Employee”); and (y) to the date that is three (3) years following after the Closingdate of this Agreement, neither Seller each of Walgreens and Alliance Boots covenants and agrees that it will not, nor any of will it permit its Affiliates will, without the prior written consent of Purchaserto, hire or otherwise engage (whether as an officer, employee or consultant or other independent contractor) any (A) employee of Purchaser Parent or any of its Affiliates to whom Xxxxxx or Seller or any of their respective Affiliates were introduced or with whom they otherwise had contact in connection with their evaluation of the Transactions or (B) Transferred Key Company Employee; provided, however, that the restrictions of this Section 6.05(a)(ii) foregoing shall not apply to the hiring of preclude it or its Affiliates from (A) placing general solicitations not targeted at such Key Company Employees (so long as it and its Affiliates do not hire any such employee Key Company Employee) or (B) soliciting in any manner or hiring any such Key Company Employee whose employment by or term in office with Purchaser Parent or Purchaser or any of their respective the Company and its Affiliates otherwise ceased more than three has terminated at least one (31) months year prior to the date of such hiringsolicitation or hire, as applicable, so long as neither it nor its Affiliates solicited such Key Company Employee in violation of this Section 3.6(a) prior to such one (1) year anniversary. (b) Purchaser From and after the date hereof (x) to the date that is one (1) year after the later of (i) intends for two (2) years following the Closing to refrain from soliciting for employment any employee of Xxxxxx or Seller or any of their respective Affiliates to whom Purchaser or any of its Affiliates were introduced or with whom they otherwise had contact in connection with their evaluation termination of the Transactions (other than any Transferred Employee), Rx Distribution Agreement and (ii) the termination of the Generic Pharmaceuticals Purchasing Services Agreement, the Company covenants and agrees thatwith each of Walgreens and Alliance Boots that the Company will not, nor will the Company permit its Affiliates to, directly or indirectly, solicit for two employment any individual set forth on Section 3.6(b) of the Company Disclosure Letter (2each, a “Key Walgreens/Alliance Boots Employee”); and (y) to the date that is three (3) years following after the Closingdate of this Agreement, none of Purchaser or any of the Company covenants and agrees that it will not, nor will it permit its Affiliates will, without the prior written consent of Xxxxxxto, hire or otherwise engage (whether as an officer, employee or consultant or other independent contractor) any employee described in subclause (i) of this Section 6.05(b)Key Walgreens/Alliance Boots Employee; provided, however, that the restrictions of this Section 6.05(b)(ii) foregoing shall not apply to preclude the hiring of Company or its Affiliates from (x) placing general solicitations not targeted at such Key Walgreens/Alliance Boots Employees (so long as the Company and its Affiliates do not hire any such employee Key Walgreens/Alliance Boots Employee) or (y) soliciting in any manner or hiring any such Key Walgreens/Alliance Boots Employee whose employment by or term in office with Xxxxxx or Seller or any of Walgreens, Alliance Boots and their respective Affiliates otherwise ceased more than three has terminated at least one (31) months year prior to the date of such hiringsolicitation or hire, as applicable, so long as neither the Company nor its Affiliates solicited such Key Walgreens/Alliance Boots Employee in violation of this Section 3.6(b) prior to such one (1) year anniversary.

Non-Solicit. (a) Seller (i) intends for For a period of two (2) years following from the Closing to refrain from soliciting for employment any (A) employee of Purchaser Parent or any of its Affiliates to whom Xxxxxx or Seller or any of their respective Affiliates were introduced or with whom they otherwise had contact in connection with their evaluation Date, Remainco shall not, and shall cause the other members of the Transactions or (B) Transferred Employee, and (ii) agrees that, for two (2) years following the Closing, neither Seller nor any of its Affiliates willRemainco Group not to, without the prior written consent of PurchaserBuyer, hire directly or otherwise engage indirectly, solicit for employment any Spinco Employee or any Merger Partner Protected Person; provided that nothing in this Section 1.12(b) shall prohibit any of the members of the Remainco Group from placing public advertisements or engaging in any other form of general solicitations not directed at such Persons (whether as including the use of an officer, employee independent employment agency or consultant search firm whose efforts are not specifically directed at Spinco Employees) or other independent contractor) from soliciting the services of any (A) employee of Purchaser Parent such Person whose employment with or engagement by Buyer or any of its Affiliates (including the Spinco Group) has been terminated by Buyer or its applicable Affiliate or who has otherwise ceased to whom Xxxxxx be employed or Seller engaged by Buyer or any of their respective its Affiliates were introduced or with whom they otherwise had contact in connection with their evaluation for a period of the Transactions or (B) Transferred Employee; provided, however, that the restrictions of this Section 6.05(a)(ii) shall not apply to the hiring of any such employee whose employment by or term in office with Purchaser Parent or Purchaser or any of their respective Affiliates otherwise ceased more than at least three (3) months prior to the date first contact by of the members of the Remainco Group with such hiringPerson. (bii) Purchaser (i) intends for For a period of two (2) years following from the Closing to refrain from soliciting for employment any employee of Xxxxxx or Seller or any of their respective Affiliates to whom Purchaser or any of Date, Buyer shall not, and shall cause its Affiliates were introduced or with whom they otherwise had contact in connection with their evaluation Subsidiaries (including the members of the Transactions (other than any Transferred Employee), and (iiSpinco Group) agrees that, for two (2) years following the Closing, none of Purchaser or any of its Affiliates willnot to, without the prior written consent of XxxxxxRemainco, hire directly or otherwise engage (whether indirectly, solicit for employment any Remainco Protected Person who is employed by any of the members of the Remainco Group as an officer, employee or consultant or other independent contractor) any employee described of the Closing; provided that nothing in subclause (i) of this Section 6.05(b); provided, however, that the restrictions of this Section 6.05(b)(ii1.12(b) shall prohibit Buyer or any of its controlled Affiliates from placing public advertisements or engaging in any other form of general solicitations not apply to directed at such Persons (including the hiring use of an independent employment agency or search firm whose efforts are not specifically directed at such Persons) or from soliciting the services of any such employee Person whose employment with or engagement by or term in office with Xxxxxx or Seller or any of their respective Affiliates the members of the Remainco Group has been terminated by any of the members of the Remainco Group or who has otherwise ceased more than to be employed or engaged by any of the members of the Remainco Group for a period of at least three (3) months prior to the date first contact by Buyer or any of such hiringits controlled Affiliates.

Non-Solicit. (a) 12.6.1 Subject to Clause 12.6.3, for a period of 24 months following the Closing Date, the Seller shall not, and the Seller shall procure that members of the Seller’s Group and any employees of the Retained Group shall not: (i) intends induce or attempt to induce any person who is at Closing a director or Senior Employee of a Group Company to leave the employment of that Group Company, or employ or attempt to employ any person who is at Closing a director or Senior Employee of a Group Company; or (ii) induce or attempt to induce any person, who is at Closing or has been at any time within the year prior to Closing a supplier of goods or services to a Group Company, to cease to supply, or to restrict or vary the terms of supply, to that Group Company. 12.6.2 Subject to Clause 12.6.3, for two (2) years a period of 24 months following the Closing to refrain from soliciting for employment any (A) employee of Date, the Purchaser Parent or any of its Affiliates to whom Xxxxxx or Seller or any of their respective Affiliates were introduced or with whom they otherwise had contact in connection with their evaluation shall not, and the Purchaser shall procure that members of the Transactions Purchaser’s Group and any employees of the Purchaser’s Group shall not: (i) induce or (B) Transferred Employeeattempt to induce any person who is at Closing a director or Senior Employee of any member of the Retained Group to leave the employment of that Retained Group entity, and or employ or attempt to employ any person who is at Closing a director or Senior Employee of any member of the Retained Group; or (ii) agrees thatinduce or attempt to induce any person, for two who is at Closing or has been at any time within the year prior to Closing a supplier of goods or services to any member of the Retained Group, to cease to supply, or to restrict or vary the terms of supply, to that Retained Group entity. 12.6.3 Neither the placing of an advertisement of, and the subsequent recruitment to, a post available to a member of the public generally nor the recruitment of a person through an employment agency shall constitute a breach of Clause 12.6.1 or Clause 12.6.2 provided that in the case of the recruitment of a person through an agency: (2i) years following with respect to the Closingrestrictions set out in Clause 12.6.1, neither the Seller nor any of its Affiliates will, without the prior written consent of Purchaser, hire or otherwise engage (whether as an officer, employee or consultant or other independent contractor) any (A) employee of Purchaser Parent or any of its Affiliates to whom Xxxxxx or Seller or any of their respective Affiliates were introduced or with whom they otherwise had contact in connection with their evaluation member of the Transactions or Seller’s Group nor any employee Retained Group; or (Bii) Transferred Employee; provided, however, that with respect to the restrictions set out in Clause 12.6.2, neither the Purchaser nor any member of this Section 6.05(a)(ii) shall not apply to the hiring of any such employee whose employment by or term in office with Purchaser Parent or Purchaser or any of their respective Affiliates otherwise ceased more than three (3) months prior to the date of such hiring. (b) Purchaser (i) intends for two (2) years following the Closing to refrain from soliciting for employment Purchaser’s Group nor any employee of Xxxxxx the Purchaser’s Group, encourages or Seller or any of their respective Affiliates advises such agency to whom Purchaser or any of its Affiliates were introduced or with whom they otherwise had contact in connection with their evaluation of the Transactions (other than any Transferred Employee), and (ii) agrees that, for two (2) years following the Closing, none of Purchaser or any of its Affiliates will, without the prior written consent of Xxxxxx, hire or otherwise engage (whether as an officer, employee or consultant or other independent contractor) any employee described in subclause (i) of this Section 6.05(b); provided, however, that the restrictions of this Section 6.05(b)(ii) shall not apply to the hiring of approach any such employee whose employment by or term in office with Xxxxxx or Seller or any of their respective Affiliates otherwise ceased more than three (3) months prior to the date of such hiringperson.

Non-Solicit. (a) Seller (i) intends for two (2) For a period of three years following the Closing Date, Seller shall not, and shall not permit any of its controlled Affiliates to, (i) directly solicit (or cause to refrain from soliciting for employment be directly solicited) any of the individuals listed in Section 7.06(a) of the Disclosure Schedule or any individual that may be added thereto prior to the Closing (A) employee to reflect new hires of Purchaser Parent officers, management employees, key technical employees or any of its Affiliates to whom Xxxxxx or Seller or any of their respective Affiliates were introduced or with whom they otherwise had contact in connection with their evaluation of key sales employees and departures from the Transactions Business occurring after the date hereof or (B) Transferred Employeeby agreement of Seller and Buyer (the “Business Covered Employees”), and except pursuant to generalized solicitations by use of advertising or which are not specifically targeted at the Business Covered Employees, or (ii) agrees that, for two (2) years following the Closing, neither Seller nor hire any of its Affiliates will, without the prior written consent of Purchaser, hire or otherwise engage (whether as an officer, employee or consultant or other independent contractor) any (A) employee of Purchaser Parent or any of its Affiliates to whom Xxxxxx or Seller or any of their respective Affiliates were introduced or with whom they otherwise had contact in connection with their evaluation of the Transactions or (B) Transferred EmployeeBusiness Covered Employees; provided, however, provided that the restrictions of this Section 6.05(a)(ii) foregoing shall not apply to restrict the solicitation or hiring of any such employee whose employment Person who was not employed by or term in office with Purchaser Parent or Purchaser or any of their respective Affiliates otherwise ceased more than three (3) months Buyer for the six month period prior to the date of such Person’s solicitation or hiring. (b) Purchaser Until the third anniversary of the last date on which services are provided by Seller pursuant to the Transition Services Agreement, Buyer shall not, and shall not permit any of its controlled Affiliates (including, after the Closing, the Purchased Subsidiaries) to, (i) intends for two directly solicit (2or cause to be directly solicited) years following the Closing to refrain from soliciting for employment any officer, management employee or other key employee of Xxxxxx or Seller or any of their respective Affiliates Seller’s Subsidiaries who provided services to whom Purchaser Buyer pursuant to the Transition Services Agreement, except pursuant to generalized solicitations by use of advertising or any of its Affiliates were introduced which are not specifically targeted at such employees, or with whom they otherwise had contact in connection with their evaluation of the Transactions (other than any Transferred Employee), and (ii) agrees that, for two (2) years following hire any such employee; provided that the Closing, none of Purchaser foregoing shall not restrict the solicitation or hiring or any of its Affiliates will, without the prior written consent of Xxxxxx, hire or otherwise engage (whether as an officer, employee or consultant or other independent contractor) any employee described in subclause (i) of this Section 6.05(b); provided, however, that the restrictions of this Section 6.05(b)(ii) shall Person who was not apply to the hiring of any such employee whose employment employed by or term in office with Xxxxxx or Seller or any of their respective Affiliates otherwise ceased more than three (3) months Seller’s Subsidiaries for the six month period prior to the date of such Person’s solicitation or hiring. (c) For a period of six months following the Closing Date, neither Seller nor Buyer shall, nor shall either Seller or Buyer permit any of its controlled Affiliates (including, with respect to Buyer after the Closing, the Purchased Subsidiaries) to, (i) directly solicit (or cause to be directly solicited) any employee of the other party who is employed by or contracted to Texas Instruments Malaysia Sdn. Bhd., Texas Instruments de Mexico, S. de X.X. de C.V., Texas Instruments (China) Company Limited, Texas Instruments (Changzhou) Co., Ltd., Texas Instruments Hong Kong Limited or Texas Instruments Semiconductor Technologies (Shanghai) Co., Ltd. as of the Closing Date, except pursuant to generalized solicitations by use of advertising or which are not specifically targeted at such employees, or (ii) hire any such employee.

Non-Solicit. Each of Cyclone and Storm agrees that so long as it or one of its Affiliates continues to hold an ownership interest in any of the Venture Entities and for a period of 12 months thereafter, it will not, nor will it permit its Affiliates to, directly or indirectly, solicit for employment without the consent of the other Venture Owner Parent (which consent shall not be unreasonably withheld, conditioned or delayed) (a) Seller any officer, skilled engineer or any other employee with the title of “Director” or “Vice President” or more senior of the Venture Entities, (b) any member of the Committee of the Venture Entities or (c) any officer, skilled engineer or any other employee with the title of “Director” or “Vice President” or more senior, in each case of the other Venture Owner Parent or its Affiliates. Each Venture Owner Parent agrees to provide to the other Venture Owner Parent, upon the request of the other Venture Owner Parent (not to exceed two requests per calendar year), a list of its employees to which clause (c) of the immediately preceding sentence applies as of the date of such list. Notwithstanding the foregoing, each Venture Owner Parent may, and may permit its respective Affiliates to, directly or indirectly, solicit for employment any officer or employee of the Venture Entities who was previously employed by such Venture Owner Parent or one of its Affiliates. The foregoing restrictions shall not preclude either Venture Owner Parent or their respective Affiliates from soliciting any person who (i) intends for two (2) years following has had his or her employment terminated by the Closing Venture Entities or the other Venture Owner Parent prior to refrain from soliciting for commencement of employment any (A) discussions between a Venture Owner Parent and such officer or employee of Purchaser Parent or any of its Affiliates to whom Xxxxxx or Seller or any of their respective Affiliates were introduced or with whom they otherwise had contact in connection with their evaluation of the Transactions or (B) Transferred Employee, and (ii) agrees thatresponds to any general solicitation placed by such Venture Owner Parent (including, for two (2) years following the Closingwithout limitation, any recruitment efforts conducted by any recruitment agency; provided that neither Seller such Venture Owner Parent nor any of its Affiliates will, without the prior written consent of Purchaser, hire or otherwise engage (whether as an officer, employee or consultant or other independent contractor) any (A) employee of Purchaser Parent or any of its Affiliates to whom Xxxxxx or Seller or any of their respective Affiliates were introduced or with whom they otherwise had contact in connection with their evaluation of the Transactions or (B) Transferred Employee; provided, however, that the restrictions of this Section 6.05(a)(ii) shall not apply to the hiring of any have directed such employee whose employment by or term in office with Purchaser Parent or Purchaser or any of their respective Affiliates otherwise ceased more than three (3) months prior to the date of recruitment efforts at such hiringperson). (b) Purchaser (i) intends for two (2) years following the Closing to refrain from soliciting for employment any employee of Xxxxxx or Seller or any of their respective Affiliates to whom Purchaser or any of its Affiliates were introduced or with whom they otherwise had contact in connection with their evaluation of the Transactions (other than any Transferred Employee), and (ii) agrees that, for two (2) years following the Closing, none of Purchaser or any of its Affiliates will, without the prior written consent of Xxxxxx, hire or otherwise engage (whether as an officer, employee or consultant or other independent contractor) any employee described in subclause (i) of this Section 6.05(b); provided, however, that the restrictions of this Section 6.05(b)(ii) shall not apply to the hiring of any such employee whose employment by or term in office with Xxxxxx or Seller or any of their respective Affiliates otherwise ceased more than three (3) months prior to the date of such hiring.

Non-Solicit. (a) Seller (i) intends for two (2) years During the 24 month period following the Closing to refrain from soliciting for employment any (A) employee of Purchaser Parent or any of its Affiliates to whom Xxxxxx or Date, Seller or any of their respective Affiliates were introduced or with whom they otherwise had contact in connection with their evaluation of the Transactions or (B) Transferred Employeeshall not, and shall cause its subsidiaries not to, directly or indirectly, hire or solicit the services (iias employee, consultant or otherwise) agrees that, for two (2) years following the Closing, neither Seller nor of any of its Affiliates will, Transferred Employee without the prior written consent of Purchaser, hire or otherwise engage (whether as an officer, employee or consultant or other independent contractor) any (A) employee of Purchaser Parent or any of its Affiliates to whom Xxxxxx or Seller or any of their respective Affiliates were introduced or with whom they otherwise had contact in connection with their evaluation of the Transactions or (B) Transferred EmployeeBuyer; provided, however, that the restrictions of nothing in this Section 6.05(a)(ii) Agreement shall not apply to the hiring of any such employee whose employment by or term in office with Purchaser Parent or Purchaser prohibit Seller or any of their respective its subsidiaries from offering employment to or employing persons (i) who respond to a general solicitation or advertisement that is not specifically directed to Transferred Employees (and nothing shall prohibit the making of such general solicitation or advertisement), (ii) who have not been employed by Buyer or any of its subsidiaries for a period of six (6) consecutive months (including for this purpose, time worked for Seller or any of its Affiliates otherwise ceased more than three (3) months immediately prior to the date Closing), or (iii) who have been involuntarily terminated by Buyer or any of such hiringits subsidiaries solely due to restructuring, site closings, or displacement, lack of or rearrangement of work. (b) Purchaser (i) intends for two (2) years During the 24 month period following the Closing to refrain from soliciting for employment Date, Buyer shall not, and shall cause its subsidiaries not to, directly or indirectly, hire or solicit the services (as employee, consultant or otherwise) of any employee of Xxxxxx or Seller or any of their respective Affiliates to whom Purchaser or any of its Affiliates were introduced or with whom they otherwise had contact in connection with their evaluation of the Transactions (other than any Transferred Employee), and (ii) agrees that, for two (2) years following the Closing, none of Purchaser or any of its Affiliates will, without the prior written consent of Xxxxxx, hire or otherwise engage (whether as an officer, employee or consultant or other independent contractor) any employee described in subclause (i) of this Section 6.05(b)Seller; provided, however, that nothing in this Agreement shall prohibit Buyer or any of its subsidiaries from offering employment to or employing persons (i) who respond to a general solicitation or advertisement that is not specifically directed to employees of Seller or its subsidiaries (and nothing shall prohibit the restrictions making of this Section 6.05(b)(iisuch general solicitation or advertisement), (ii) shall who have not apply to the hiring been employed by Seller of any such employee whose employment of its subsidiaries for a period of six (6) consecutive months, (iii) who have been involuntarily terminated by or term in office with Xxxxxx or Seller or any of their respective Affiliates otherwise ceased more than three its subsidiaries solely due to restructuring, site closings, or displacement, lack of or rearrangement of work or (3iv) months prior to the date of such hiringas contemplated in Section 6.1.

Non-Solicit. (a) Seller (i) intends for two (2) years following the Closing to refrain from soliciting for employment any (A) employee of Purchaser Parent or any of agrees that it and its Affiliates to whom Xxxxxx or Seller or any of their respective Affiliates were introduced or with whom they otherwise had contact in connection with their evaluation of the Transactions or (B) Transferred Employee, and (ii) agrees thatwill not, for two a period of three years after the Company Closing Date, employ or seek to employ (2) years following the Closing, neither Seller nor not including a general solicitation of employment not specifically directed towards any of its Affiliates will, without the prior written consent of Purchaser, hire or otherwise engage (whether as an officer, employee or consultant or other independent contractorContinuing Employee) any (A) employee of Purchaser Parent or any of its Affiliates to whom Xxxxxx or Seller or any of their respective Affiliates were introduced or with whom they otherwise had contact in connection with their evaluation of the Transactions or (B) Transferred Continuing Employee; provided, however, that the restrictions of this Section 6.05(a)(ii) shall foregoing provision will not apply to the hiring of prevent Seller or it Affiliates from employing any such employee whose employment person who (i) has been involuntarily terminated by or term in office with Purchaser Parent or Purchaser Purchaser, the Company or any of their respective Company Subsidiary, as the case may be, and who has not been employed by Purchaser, the Company or any Company Subsidiaries, as the case may be, within the last six months and contacts Seller or its Affiliates otherwise ceased more than three on his or her own initiative without any direct or indirect solicitation by, or encouragement from, Seller or its Affiliates during such six-month period; or (3ii) has voluntarily left employment with Purchaser, the Company or any Company Subsidiary, as the case may be, and who has not been employed by Purchaser, the Company or any Company Subsidiaries, as the case may be, within the last twelve months prior to the date of and contacts Seller or its Affiliates on his or her own initiative without any direct or indirect solicitation by, or encouragement from Seller or its Affiliates during such hiringtwelve-month period. (b) Purchaser For the period beginning on the date hereof and ending on the earlier of (i) intends for two (2) years one year following the Closing to refrain from soliciting for employment any employee of Xxxxxx or Seller or any of their respective Affiliates to whom Purchaser or any of its Affiliates were introduced or with whom they otherwise had contact in connection with their evaluation of the Transactions (other than any Transferred Employee)date hereof, and (ii) agrees thatthe Company Closing Date, for two (2) years following Purchaser shall not employ any employee of Seller, the Closing, none of Purchaser Company or any of its Affiliates will, without the prior written consent of Xxxxxx, hire or otherwise engage Company Subsidiary (whether as an officer, employee or consultant or other independent contractor) any employee described in subclause (i) of this Section 6.05(b"Seller Employee"); provided, however, that the restrictions of this Section 6.05(b)(ii) shall foregoing provision will not apply to the hiring of prevent Purchaser or it Affiliates from employing any such employee whose employment person who (i) has been involuntarily terminated by or term in office with Xxxxxx or Seller Seller, the Company or any of their respective Company Subsidiary, as the case may be, and who has not been employed by Seller, the Company or any Company Subsidiaries, as the case may be, within the last six months and contacts Purchaser or its Affiliates otherwise ceased more than three on his or her own initiative without any direct or indirect solicitation by, or encouragement from, Purchaser or its Affiliates during such six-month period; or (3ii) has voluntarily left employment with Seller, the Company or any Company Subsidiary, as the case may be, and who has not been employed by Seller, the Company or any Company Subsidiaries, as the case may be, within the last twelve months prior to the date of and contacts Purchsaer or its Affiliates on his or her own initiative without any direct or indirect solicitation by, or encouragement from Purchaser or its Affiliates during such hiringtwelve-month period.

Non-Solicit. Amex, QIA and Expedia shall not, and shall cause their respective Affiliates not to (provided, that for purposes of this section, no Person shall be deemed to be an Affiliate of Amex or Expedia, as applicable, if American Express Company or Expedia Group, Inc., respectively, does not have the right (contractually or otherwise) to unilaterally cause such Person to comply with the terms of this section and excluding, for the avoidance of doubt, any third-party licensees or franchisees), directly or indirectly, solicit for employment or hire the Chief Executive Officer, the President, the Chief Financial Officer, the Chief Transformation Officer, the Chief Legal Officer, the Global Head of M&A, the VP Business Planning, the Chief Commercial Officer, the Chief Risk & Compliance Officer, the Chief Revenue Officer, the EVP Product, Strategy & Communications, the Chief Technology Officer, the Chief People Officer and similar C-suite level executive employees of the Company, JerseyCo and their Subsidiaries without the prior written consent of the Company (such employees, “Restricted Employees”), unless (a) Seller (i) intends for two (2) years following the Closing employment of such Restricted Employee has been terminated by the Company or its Affiliate, as applicable, prior to refrain from soliciting for employment any (A) employee of Purchaser Parent such action by Amex, QIA, Expedia or any of its Affiliates to whom Xxxxxx their respective Affiliates, as applicable, or Seller (b) the solicitation or hiring of such Restricted Employee by Amex, QIA, Expedia or any of their respective Affiliates were introduced shall occur on or with whom they otherwise had contact in connection with their evaluation of after the Transactions or (B) Transferred Employee, and (ii) agrees that, for two (2) years following the Closing, neither Seller nor any of its Affiliates will, without the prior written consent of Purchaser, hire or otherwise engage (whether as an officer, employee or consultant or other independent contractor) any (A) employee of Purchaser Parent or any of its Affiliates to whom Xxxxxx or Seller or any of their respective Affiliates were introduced or with whom they otherwise had contact in connection with their evaluation year anniversary of the Transactions date upon which Amex, QIA or (B) Transferred EmployeeExpedia, as applicable, ceases to own any Shares; provided, however, that no Person shall be prohibited from hiring any Restricted Employee (x) who responds to a general solicitation in media of general circulation (including advertisements posted on the restrictions of this Section 6.05(a)(iiInternet or in trade media) shall not apply expressly targeted at such Restricted Employees or (y) who is referred to the hiring of any such employee whose Person by search firms, employment by or term in office with Purchaser Parent or Purchaser or any of their respective Affiliates otherwise ceased more than three (3) months prior to the date of such hiring. (b) Purchaser (i) intends for two (2) years following the Closing to refrain from soliciting for employment any employee of Xxxxxx or Seller or any of their respective Affiliates to whom Purchaser or any of its Affiliates were introduced or with whom they otherwise had contact in connection with their evaluation of the Transactions (other than any Transferred Employee), and (ii) agrees that, for two (2) years following the Closing, none of Purchaser or any of its Affiliates will, without the prior written consent of Xxxxxx, hire or otherwise engage (whether as an officer, employee or consultant agencies or other independent contractor) any employee described in subclause (i) of this Section 6.05(b)similar entities; provided, however, provided that the restrictions of this Section 6.05(b)(ii) shall such entities have not apply been specifically instructed to the hiring of any such employee whose employment by or term in office with Xxxxxx or Seller or any of their respective Affiliates otherwise ceased more than three (3) months prior to the date of such hiringsolicit Restricted Employees.

Non-Solicit. [*] Indicates that certain information in this exhibit has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to omitted portions. (a) Seller Microsoft agrees that, from the Effective Date until the date that is the earlier of (i1) intends for two the Commencement Date and (2) years following the Closing to refrain from soliciting for employment any (A) employee termination of Purchaser Parent or any of this Letter Agreement in accordance with its Affiliates to whom Xxxxxx or Seller or any of terms, Microsoft shall not, and shall cause its controlled affiliates and their respective Affiliates were introduced officers, directors, employees, agents and representatives not to solicit to employ any employees of Yahoo! or with whom they otherwise had contact its subsidiaries in connection with their evaluation of the Transactions search or sales group (B“Yahoo! Employees”) Transferred Employee, and (ii) agrees that, for two (2) years following the Closing, neither Seller nor any of its Affiliates will, without the prior written consent of Purchaser, hire or otherwise engage (whether as an officer, employee induce or consultant attempt to induce any Yahoo! Employee to terminate his or other independent contractor) any (A) employee of Purchaser Parent her employment with Yahoo! or any of its Affiliates to whom Xxxxxx or Seller or any of their respective Affiliates were introduced or with whom they otherwise had contact in connection with their evaluation of the Transactions or (B) Transferred Employeesubsidiaries; provided, however, that the restrictions of this Section 6.05(a)(ii11(a) shall not apply to (1) general advertisements for employment not specifically targeted at the hiring Yahoo! Employees (and individuals responding to such advertisements); (2) efforts to recruit the Transferred Employees (as defined below); (3) individuals who cease to be employed by Yahoo! or its subsidiaries other than as a result of a violation of this Section 11 by Microsoft; or (4) any such employee whose employment by or term Yahoo! Employee who Microsoft can demonstrate is, as of the Effective Date, participating in office with Purchaser Parent or Purchaser the recruitment process of Microsoft or any of their respective Affiliates otherwise ceased more than three (3) months prior to the date of such hiringits controlled affiliates. (b) Purchaser Microsoft agrees that, from the Effective Date until the date that is the earlier of (i1) intends for two the Commencement Date and (2) years following the Closing to refrain from soliciting for employment any employee termination of Xxxxxx or Seller or any of this Letter Agreement in accordance with its terms, Microsoft shall not, and shall cause its controlled affiliates and their respective Affiliates officers, directors, employees, agents and representatives not to whom Purchaser employ or hire any employees of Yahoo! or its Affiliates were introduced subsidiaries set forth on a written schedule (which schedule shall include no more than 80 Yahoo! employees) delivered to Microsoft by Yahoo! on or with whom they otherwise had contact in connection with their evaluation of prior to the Transactions Effective Date (other than any Transferred Employee), and (ii) agrees that, for two (2) years following the Closing, none of Purchaser or any of its Affiliates will, without the prior written consent of Xxxxxx, hire or otherwise engage (whether as an officer, employee or consultant or other independent contractor) any employee described in subclause (i) of this Section 6.05(b“Yahoo! Excluded Employees”); provided, however, that the restrictions of this Section 6.05(b)(ii11(b) shall not apply to the hiring individuals who cease to be employed by Yahoo! or its subsidiaries other than as a result of any such employee whose employment by or term in office with Xxxxxx or Seller or any a violation of their respective Affiliates otherwise ceased more than three (3) months prior to the date of such hiring.this Section 11(b)

Non-Solicit. (a) Each Seller agrees that such Seller shall not, directly or indirectly (i) intends through an Affiliate or Affiliates or otherwise), either for two (2) years following such Seller or for any other Person other than the Closing to refrain from soliciting for employment any (A) employee of Purchaser Parent Company or any of its Affiliates to whom Xxxxxx Subsidiaries: (i) during the period from the Closing Date until the date that is *** after the Closing Date, solicit, divert, take away or Seller accept orders for Business in North America or China from any current or former customer of any Transferred Company, or any of their respective Affiliates were introduced Person whose identity such Seller was given access to through such Seller's affiliation with any Transferred Company (including prospective customers); or (ii) during the period from the Closing Date until the date that is *** after the Closing Date, (A)(x) hire, employ or offer to hire or employ, or retain or engage or offer to retain or engage as a consultant or advisor or in any other capacity, (y) seek to hire, employ or offer to hire or employ, or seek to retain or engage or offer to retain or engage as a consultant or advisor or in any other capacity, or (z) *** solicit the employment or the retention or engagement as an employee, consultant or advisor or in any other capacity of, any Person who was employed by any Transferred Company at any time during the *** period immediately prior to the Closing Date or who thereafter becomes employed by any Transferred Company (but excluding any Person whose employment with whom they otherwise had contact in connection with their evaluation of the Transactions or Transferred Company is terminated by such Transferred Company without cause) (collectively, a “Covered Employee”), (B) Transferred Employeeexcept as required by applicable Law, and disclose any information about any Covered Employee to any prospective employer or (iiC) agrees thatotherwise solicit or induce any Covered Employee to terminate his or her employment or arrangement, for two (2) years following the Closing, neither Seller nor any of its Affiliates will, without the prior written consent of Purchaser, hire or otherwise engage (whether as an officerchange his or her relationship, employee or consultant or other independent contractor) with any (A) employee of Purchaser Parent or any of its Affiliates to whom Xxxxxx or Seller or any of their respective Affiliates were introduced or with whom they otherwise had contact in connection with their evaluation of the Transactions or (B) Transferred Employee; provided, however, that the restrictions of this Section 6.05(a)(ii) shall not apply to the hiring of any such employee whose employment by or term in office with Purchaser Parent or Purchaser or any of their respective Affiliates otherwise ceased more than three (3) months prior to the date of such hiringCompany. (b) Purchaser (i) intends for two (2) years following Each Seller hereby acknowledges that even an unsuccessful solicitation of any Covered Employee by such Seller will negatively impact the Closing to refrain from soliciting for employment any employee morale, commitment and performance of Xxxxxx or Seller or any of their respective Affiliates to whom Purchaser or any of its Affiliates were introduced or with whom they otherwise had contact in connection with their evaluation of the Transactions (other than any Transferred such Covered Employee), and (ii) agrees that, for two (2) years following the Closing, none that any such solicitation of Purchaser or any of its Affiliates will, without the prior written consent of Xxxxxx, hire or otherwise engage (whether as an officer, employee or consultant or other independent contractor) any employee described in subclause (i) of this Section 6.05(b); provided, however, that the restrictions of this Section 6.05(b)(ii) shall not apply a Covered Employee could cause substantial financial loss to the hiring of any such employee whose employment by or term in office with Xxxxxx or Seller or any of their respective Affiliates otherwise ceased more than three (3) months prior to the date of such hiringTransferred Companies.

Non-Solicit. 5.5.1 For a period of 12 months following the Closing Date, Seller shall not, and shall cause its Affiliates not to, directly or indirectly solicit (or cause to be solicited) for employment or hire any Transferred Employee as of immediately following the Closing (any such employee, a “Covered Employee”); provided, that (a) Seller the foregoing restriction shall not apply to (i) intends generalized searches for two employees through media advertisements of general circulation, employment search firms, online job boards, open job fairs or other similar means which are not specifically targeted at such Covered Employees or hiring any person that responds to the same, (2ii) years following the Closing to refrain from soliciting for employment or hiring any (A) employee of Purchaser Parent employees who first contact Seller or any of its Affiliates (A) who respond to whom Xxxxxx such general solicitations or (B) who contact Seller (or any of its Affiliates) on their own initiative without any solicitation by or encouragement from Seller or any of their respective Seller’s Affiliates were introduced or with whom they otherwise had contact in connection with their evaluation of the Transactions Representatives or (B) Transferred Employee, and (ii) agrees that, for two (2) years following the Closing, neither Seller nor any of its Affiliates will, without the prior written consent of Purchaser, hire or otherwise engage (whether as an officer, employee or consultant or other independent contractoriii) any (A) employee of Purchaser Parent Covered Employee whose employment is terminated by Buyer or any of its Affiliates and (b) with respect to any Covered Employee who voluntarily ceases employment with Buyer or its Affiliates, the foregoing restriction shall terminate upon the earlier to occur of (i) the date that is 12 months following the Closing Date and (ii) the date that is six months following the cessation of such Covered Employee’s employment with Buyer or its Affiliates. 5.5.2 For a period of 12 months following the Closing Date, Buyer shall not, and shall cause its Affiliates not to, directly or indirectly solicit (or cause to be solicited) for employment or hire any (a) person who is employed by Seller or an Affiliate of Seller with a title of director, vice president or higher, who had any oversight of, or interaction with, the Product Business, or (b) any person who is employed by Seller or an Affiliate of Seller and with whom Xxxxxx Buyer, its Affiliates or any of their Representatives had contact with during, or who became known to Buyer, its Affiliates or any of its or their Representatives in connection with, the negotiation or consummation of the Transactions, and, other than with respect to Transferred Employees, who is at the time of such solicitation or hiring, or was within the six months preceding such solicitation or hiring, an employee of Seller or any of their respective Affiliates were introduced or with whom they otherwise had contact in connection with their evaluation of the Transactions or (B) Transferred Employeeits Affiliates; provided, however, that (i) the restrictions of this Section 6.05(a)(ii) foregoing restriction shall not apply to (A) generalized searches for employees through media advertisements of general circulation, employment search firms, online job boards, open job fairs or other similar means which are not specifically targeted at such employees or hiring any person that responds to the same, (B) soliciting or hiring any employees who first contact Buyer or any of its Affiliates (1) who respond to such general solicitations or (2) who contact Xxxxx (or any of its Affiliates) on their own initiative without any solicitation by or encouragement from Buyer or any of Buyer’s Affiliates or Representatives or (C) any such employee whose employment is terminated by or term in office with Purchaser Parent or Purchaser or any of their respective Affiliates otherwise ceased more than three (3) months prior to the date of such hiring. (b) Purchaser (i) intends for two (2) years following the Closing to refrain from soliciting for employment any employee of Xxxxxx or Seller or any of their respective Affiliates to whom Purchaser or any of its Affiliates were introduced or with whom they otherwise had contact in connection with their evaluation of the Transactions (other than any Transferred Employee)Affiliates, and (ii) agrees that, for two (2) years following the Closing, none of Purchaser or any of its Affiliates will, without the prior written consent of Xxxxxx, hire or otherwise engage (whether as an officer, employee or consultant or other independent contractor) any employee described in subclause (i) of this Section 6.05(b); provided, however, that the restrictions of this Section 6.05(b)(ii) shall not apply with respect to the hiring of any such employee whose who voluntarily ceases employment by or term in office with Xxxxxx or Seller or any its Affiliates, the foregoing restriction shall terminate upon the earlier to occur of their respective (A) the date that is 12 months following the Closing Date and (B) the date that is six months following the cessation of such employee’s employment with Seller or its Affiliates otherwise ceased more than three and (3iii) months prior in the case of employees of Seller or its Affiliates who provide services to Buyer pursuant to the Transition Agreement, the foregoing restriction shall apply to Buyer and its Affiliates until the date that is six months after the last date on which the services of such hiringemployees are provided by Seller or its Affiliates pursuant to the Transition Agreement.

Non-Solicit. Each of Cameron and Schlumberger agrees that so long as it or one of its Affiliates continues to hold an ownership interest in any of the Venture Entities and for a period of 12 months thereafter, it will not, nor will it permit its Affiliates to, directly or indirectly, solicit for employment without the consent of the other Venture Owner Parent (which consent shall not be unreasonably withheld, conditioned or delayed) (a) Seller any officer, skilled engineer or any other employee with the title of “Director” or “Vice President” or more senior of the Venture Entities, (b) any member of the Committee of the Venture Entities or (c) any officer, skilled engineer or any other employee with the title of “Director” or “Vice President” or more senior, in each case of the other Venture Owner Parent or its Affiliates. Each Venture Owner Parent agrees to provide to the other Venture Owner Parent, upon the request of the other Venture Owner Parent (not to exceed two requests per calendar year), a list of its employees to which clause (c) of the immediately preceding sentence applies as of the date of such list. Notwithstanding the foregoing, each Venture Owner Parent may, and may permit its respective Affiliates to, directly or indirectly, solicit for employment any officer or employee of the Venture Entities who was previously employed by such Venture Owner Parent or one of its Affiliates. The foregoing restrictions shall not preclude either Venture Owner Parent or their respective Affiliates from soliciting any person who (i) intends for two (2) years following has had his or her employment terminated by the Closing Venture Entities or the other Venture Owner Parent prior to refrain from soliciting for commencement of employment any (A) discussions between a Venture Owner Parent and such officer or employee of Purchaser Parent or any of its Affiliates to whom Xxxxxx or Seller or any of their respective Affiliates were introduced or with whom they otherwise had contact in connection with their evaluation of the Transactions or (B) Transferred Employee, and (ii) agrees thatresponds to any general solicitation placed by such Venture Owner Parent (including, for two (2) years following the Closingwithout limitation, any recruitment efforts conducted by any recruitment agency; provided that neither Seller such Venture Owner Parent nor any of its Affiliates will, without the prior written consent of Purchaser, hire or otherwise engage (whether as an officer, employee or consultant or other independent contractor) any (A) employee of Purchaser Parent or any of its Affiliates to whom Xxxxxx or Seller or any of their respective Affiliates were introduced or with whom they otherwise had contact in connection with their evaluation of the Transactions or (B) Transferred Employee; provided, however, that the restrictions of this Section 6.05(a)(ii) shall not apply to the hiring of any have directed such employee whose employment by or term in office with Purchaser Parent or Purchaser or any of their respective Affiliates otherwise ceased more than three (3) months prior to the date of recruitment efforts at such hiringperson). (b) Purchaser (i) intends for two (2) years following the Closing to refrain from soliciting for employment any employee of Xxxxxx or Seller or any of their respective Affiliates to whom Purchaser or any of its Affiliates were introduced or with whom they otherwise had contact in connection with their evaluation of the Transactions (other than any Transferred Employee), and (ii) agrees that, for two (2) years following the Closing, none of Purchaser or any of its Affiliates will, without the prior written consent of Xxxxxx, hire or otherwise engage (whether as an officer, employee or consultant or other independent contractor) any employee described in subclause (i) of this Section 6.05(b); provided, however, that the restrictions of this Section 6.05(b)(ii) shall not apply to the hiring of any such employee whose employment by or term in office with Xxxxxx or Seller or any of their respective Affiliates otherwise ceased more than three (3) months prior to the date of such hiring.

Non-Solicit. (a) Seller (i) intends For a period of 24 months from the Closing Date, none of the Sellers or their respective Affiliates (acting at the respective Seller’s direction or on their behalf) shall, directly or indirectly, (A) induce, encourage or solicit any Transferred Employee to leave the employ of Buyer, Buyer’s Affiliates or the Companies or (B) hire or assist any other Person in hiring any Transferred Employee, other than a Transferred Employee (1) who has not been an employee of Buyer for two at least 120 days and who has not been solicited, directly or indirectly, by the hiring Seller or their respective Affiliates or (2) years following who was terminated by Buyer; provided that this Section 7.13(e)(i) shall not apply to (I) any general mass solicitations of employment not specifically directed toward employees of Buyer, Buyer’s Affiliates or the Closing to refrain from soliciting for Companies, which general solicitations are expressly permitted or (II) the hiring by any of the Sellers or its Affiliates of any Transferred Employee who seeks employment any (A) employee of Purchaser Parent with a Seller or its Affiliates without direct solicitation by such Seller or any of its Affiliates. (ii) For a period of 24 months from the date hereof, Buyer and Buyer’s Affiliates to whom will not, directly or indirectly, (A) induce, encourage or solicit any employee of Borealis, Teachers’ or Xxxxxx Xxxxxx or Seller or any of their respective Affiliates were introduced or with whom they otherwise Buyer or its Representatives had contact in connection with their evaluation of the Transactions (other than contacts that are de minimis in nature or extent) or about whom Buyer or its Representatives received information in connection with the Transactions to leave the employ of Borealis, Teachers’ or Xxxxxx Xxxxxx or their respective Affiliates, as the case may be, or (B) Transferred Employeehire or assist any other Person in hiring any such employee, other than a Person (1) who has not been an employee of Borealis, Teachers’ or Xxxxxx Xxxxxx or their respective Affiliates (as the case may be) for at least 120 days and (ii) agrees thatwho has not been solicited, for two directly or indirectly, by Buyer or its Affiliates or (2) years following the Closingwho was terminated by Borealis, neither Seller nor any of its Affiliates will, without the prior written consent of Purchaser, hire Teachers’ or otherwise engage (whether as an officer, employee or consultant or other independent contractor) any (A) employee of Purchaser Parent or any of its Affiliates to whom Xxxxxx Xxxxxx or Seller or any of their respective Affiliates were introduced or with whom they otherwise had contact in connection with their evaluation of (as the Transactions or (B) Transferred Employeecase may be); provided, however, provided that the restrictions of this Section 6.05(a)(ii7.13(e)(ii) shall not apply to (I) any general mass solicitations of employment not specifically directed toward employees of any of the Sellers, which general solicitations are expressly permitted or (II) the hiring by Buyer or its Affiliates of any such employee whose employment by or term in office with Purchaser Parent or Purchaser or any of their respective Affiliates otherwise ceased more than three (3) months prior to the date of such hiring. (b) Purchaser (i) intends for two (2) years following the Closing to refrain from soliciting for employment any employee of Xxxxxx or Seller or any of their respective the Sellers who seeks employment with Buyer or its Affiliates to whom Purchaser without direct or indirect solicitation by Buyer or any of its Affiliates were introduced or with whom they otherwise had contact in connection with their evaluation Affiliates. (iii) Each of the Transactions (other than any Transferred EmployeeSellers and Buyer acknowledges and agrees that its obligations set forth in this Section 7.13(e) are reasonable in scope and duration, an essential element of this Agreement and that, but for the agreement among each of the Sellers and Buyer in this Section 7.13(e), the Sellers and (ii) agrees that, for two (2) years following the Closing, none of Purchaser or any of its Affiliates will, without the prior written consent of Xxxxxx, hire or otherwise engage (whether as an officer, employee or consultant or other independent contractor) any employee described in subclause (i) of Buyer would not have entered into this Section 6.05(b); provided, however, that the restrictions of this Section 6.05(b)(ii) shall not apply to the hiring of any such employee whose employment by or term in office with Xxxxxx or Seller or any of their respective Affiliates otherwise ceased more than three (3) months prior to the date of such hiringAgreement.

Non-Solicit. (a) Seller (i) intends for two (2) years following During the period commencing on the Closing Date and ending on the second anniversary of the Closing Date, GTCR Holdings shall not and shall not direct any of its Affiliates to, directly or indirectly, solicit, endeavor to refrain entice away from soliciting the Purchaser or its Subsidiaries (including for employment any (A) employee the avoidance of doubt the Company and its Subsidiaries), hire or otherwise directly or indirectly interfere with the relationship of the Purchaser Parent or any of its Affiliates to whom Xxxxxx Subsidiaries (including for the avoidance of doubt the Company and its Subsidiaries), with any employee at the “vice president” or Seller or any of their respective Affiliates were introduced or with whom they otherwise had contact in connection with their evaluation higher level of the Transactions or (B) Transferred Employee, and (ii) agrees that, for two (2) years following the Closing, neither Seller nor any of its Affiliates will, without the prior written consent of Purchaser, hire or otherwise engage (whether as an officer, employee or consultant or other independent contractor) any (A) employee of Purchaser Parent Company or any of its Affiliates to whom Xxxxxx or Seller Subsidiaries as of the Closing who is involved in the management of the Company or any of their respective Affiliates were introduced or with whom they otherwise had contact in connection with their evaluation of the Transactions or (B) Transferred Employeeits Subsidiaries; provided, however, that the restrictions of this Section 6.05(a)(ii) provided GTCR Holdings shall not apply to the be prohibited from making general solicitations for employment not directed at such Persons or hiring of any such employee whose employment by or term in office with Purchaser Parent or Purchaser or Persons responding to any of their respective Affiliates otherwise ceased more than three (3) months prior to the date of such hiringsolicitation. (b) Purchaser GTCR Holdings shall not, and shall direct its respective Affiliates not to, directly or indirectly, (i) intends for two provide, or cause to be provided, (2A) years following any client or customer lists (the “Specific Customers”), (B) any confidential pricing information or (C) any confidential structure, technology or methodology information on algorithms, alternative trading systems or order routing, in each case as of the Closing Date of the Company and its Subsidiaries (not including with respect to refrain from soliciting for employment any employee of Xxxxxx or Seller the LiquidPoint Business) to DFT Holdings, LLC, a Delaware limited liability company, or any of their respective Affiliates its Subsidiaries (collectively, “Dash Financial”) or (ii) direct Dash Financial to whom solicit or otherwise induce or attempt to induce the Specific Customers in order to compete in the business of the Company and its Subsidiaries as of the Closing Date (other than the LiquidPoint Business). (c) Without intending to limit the remedies available to the Purchaser and its Subsidiaries, GTCR Holdings acknowledges that a breach of any of the covenants contained in this Section 8.11 may result in material irreparable injury to the Purchaser or its Subsidiaries for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and that, in the event of such a breach or threat thereof, the Purchaser or any of its Affiliates were introduced Subsidiaries shall be entitled to seek a temporary restraining order and/or a preliminary or with whom they otherwise had contact in connection with their evaluation of the Transactions (other than any Transferred Employee), and (ii) agrees that, for two (2) years following the Closing, none of Purchaser or any of its Affiliates willpermanent injunction, without the prior written consent necessity of Xxxxxx, hire proving irreparable harm or otherwise engage (whether injury as an officer, employee a result of such breach or consultant or other independent contractor) any employee described in subclause (i) threatened breach of this Section 6.05(b); provided8.11, howeverrestraining GTCR Holdings from engaging in activities prohibited by this Section 8.11 or such other relief as may be required specifically to enforce any of the covenants in this Section 8.11. (d) GTCR Holdings hereby makes the representations and warranties set forth in Sections 6.01, that the restrictions 6.02 and 6.04, mutatis mutandis, solely with respect to Sections 8.07, 8.09, 8.10, 8.11 and 11.02 of this Section 6.05(b)(ii) shall not apply to Agreement as if it were the hiring of any such employee whose employment by or term in office with Xxxxxx or Seller or any of their respective Affiliates otherwise ceased more than three (3) months prior to the date of such hiringhereunder.

Non-Solicit. (a) For a period of twelve (12) months following the Closing Date (or two (2) years after the Closing Date in the case of clause (2)(y) below), Seller shall not, and shall cause its Subsidiaries not to, directly or indirectly, solicit (or cause to be solicited) for employment (whether as an employee, independent contractor or otherwise) or hire any (1) officer or employee of Buyer or its Subsidiaries who is a Transferred Employee as of immediately following the Effective Time or (2) any person who is employed by Buyer or a Subsidiary of Buyer whom any employee of Seller, its Affiliates or any of its or their Representatives (x) has contact with or has had contact with during its evaluation of the transactions contemplated by this Agreement or (y) has or had contact in connection with the transactions contemplated by the Transition Services Agreement (any such employee, a “Covered Employee”); provided that (i) intends the foregoing restriction shall not apply to (A) generalized searches for employees through media advertisements of general circulation, employment search firms, online job boards, open job fairs or other similar means which are not specifically targeted at such Covered Employees, (B) any Covered Employee whose employment with Buyer or its Subsidiaries is terminated at least six (6) months prior to commencement of employment discussions between Seller or its Subsidiaries and such individual or (C) any Covered Employee who contacts the Seller or any of its Retained Subsidiaries on his or her own initiative and (ii) in the case of employees covered by clause (2)(y) above, the foregoing restriction shall apply for a period of two (2) years following the Closing Date. (b) For a period of twelve (12) months following the Closing Date (or two (2) years after the Closing Date in the case of clause (y) below), Buyer shall not, and shall cause its Affiliates (including, after the Closing, the Purchased Subsidiaries) not to, directly or indirectly, solicit (or cause to refrain from soliciting be solicited) for employment (whether as an employee, independent contractor or otherwise) or hire any person who is employed by Seller or a Retained Subsidiary whom Buyer, its Affiliates or any of its or their Representatives (x) has contact with or has had contact with during its evaluation of the transactions contemplated by this Agreement or (y) has or had in connection with the transactions contemplated by the Transition Services Agreement; provided that (i) the foregoing restriction shall not apply to (A) generalized searches for employees through media advertisements of general circulation, employment search firms, online job boards, open job fairs or other similar means which are not specifically targeted at such employees, or (B) any such employee of Purchaser Parent whose employment with Seller or any of its Affiliates is terminated at least six (6) months prior to whom Xxxxxx or commencement of employment discussions between Seller or any of their respective Affiliates were introduced or with whom they otherwise had contact in connection with their evaluation of the Transactions or (B) Transferred Employeeits Subsidiaries and such individual, and (ii) agrees thatin the case of employees covered by clause (y) above, the foregoing restriction shall apply for two (2) years following the Closing, neither Seller nor any a period of its Affiliates will, without the prior written consent of Purchaser, hire or otherwise engage (whether as an officer, employee or consultant or other independent contractor) any (A) employee of Purchaser Parent or any of its Affiliates to whom Xxxxxx or Seller or any of their respective Affiliates were introduced or with whom they otherwise had contact in connection with their evaluation of the Transactions or (B) Transferred Employee; provided, however, that the restrictions of this Section 6.05(a)(ii) shall not apply to the hiring of any such employee whose employment by or term in office with Purchaser Parent or Purchaser or any of their respective Affiliates otherwise ceased more than three (3) months prior to the date of such hiring. (b) Purchaser (i) intends for two (2) years following the Closing to refrain from soliciting for employment any employee of Xxxxxx or Seller or any of their respective Affiliates to whom Purchaser or any of its Affiliates were introduced or with whom they otherwise had contact in connection with their evaluation of the Transactions (other than any Transferred Employee), and (ii) agrees that, for two (2) years following the Closing, none of Purchaser or any of its Affiliates will, without the prior written consent of Xxxxxx, hire or otherwise engage (whether as an officer, employee or consultant or other independent contractor) any employee described in subclause (i) of this Section 6.05(b); provided, however, that the restrictions of this Section 6.05(b)(ii) shall not apply to the hiring of any such employee whose employment by or term in office with Xxxxxx or Seller or any of their respective Affiliates otherwise ceased more than three (3) months prior to the date of such hiringDate.