Common use of Non-Solicitation/No-Hiring Clause in Contracts

Non-Solicitation/No-Hiring. (a) Seller agrees that for a period of 24 months from the Closing Date, Seller will not, and will cause each other member of the Seller Group not to, without obtaining the prior written consent of Acquiror, directly or indirectly, solicit for employment or employ (or refer to another Person for the purpose of such Person soliciting for employment or employing) any Transferred Employee (after giving effect to any employee transfers contemplated in this Agreement); provided, however, that (i) no member of the Seller Group will be deemed to have solicited any such Person who is an employee of the Acquiror Group and responds to any general media advertisement or job posting placed by or on behalf of Seller or any member of the Seller Group or such Person is contacted by an employment search firm engaged by Seller or a member of the Seller Group that is not specifically directed to solicit Persons employed by Acquiror or the Acquiror Group and (ii) any member of the Seller Group may solicit and hire any such Person if such Person’s employment has terminated for any reason whatsoever or such Person has been given notice of such termination, in either case, prior to any unpermitted direct or indirect solicitation by any member of the Seller Group.

Non-Solicitation/No-Hiring. (a) Seller agrees that for a period of 24 months from the Closing Date, Seller will not, and will cause each other member of the Seller Group not to, without obtaining the prior written consent of Acquiror, directly or indirectly, solicit for employment or employ (or refer to another Person for the purpose of such Person soliciting for employment or employing) any Transferred Continuing Employee (after giving effect to any employee transfers contemplated in this Agreement); provided, however, that (i) no member of the Seller Group will be deemed to have solicited any such Person person who is an employee of the Acquiror Group and responds to any general media advertisement or job posting placed by or on behalf of Seller or any member of the Seller Group or such Person person is contacted by an employment search firm engaged by Seller or a member of the Seller Group that is not specifically directed to solicit Persons persons employed by Acquiror or the Acquiror Group and such contact is initiated without the involvement or knowledge of a Senior Executive of Seller, the Seller Group or any of their respective Subsidiaries and such employee is not hired by Seller or its Affiliates and (ii) any member of the Seller Group may solicit and hire any such Person if such Person’s employment person who has been terminated for any reason whatsoever by the relevant member of the Acquiror Group or such Person has been given notice of such termination, in either case, prior to any unpermitted direct or indirect solicitation by any member of the Seller Group.

Non-Solicitation/No-Hiring. (a) Seller Acquiror agrees that for a period of 24 months from the Closing Date, Seller Acquiror will not, and will cause each other member of the Seller Acquiror Group not to, without obtaining the prior written consent of AcquirorSeller, directly or indirectly, solicit for employment or employ (or refer to another Person for the purpose of such Person soliciting for employment or employing) any Transferred Employee (after giving effect to employee of Seller or any employee transfers contemplated in this Agreement)member of the Seller Group; provided, however, that (i) no member of the Seller Acquiror Group will be deemed to have solicited any such Person who is an employee of the Acquiror Seller Group and responds to any general media advertisement or job posting placed by or on behalf of Seller Acquiror or any member of the Seller Acquiror Group or such Person is contacted by an employment search firm engaged by Seller Acquiror or a member of the Seller Acquiror Group that is not specifically directed to solicit Persons employed by Acquiror Seller or the Acquiror Group Seller Group, and (ii) any member of the Seller Acquiror Group may solicit and hire any such Person if such Person’s employment has terminated for any reason whatsoever or such Person has been given notice of such termination, in either case, prior to any unpermitted direct or indirect solicitation by any member of the Seller Acquiror Group.