Common use of Prohibition on Solicitation and Hiring Clause in Contracts

Prohibition on Solicitation and Hiring. (a) To the fullest extent permitted by applicable law, during the period prior to the Closing, Seller shall not, and it shall not permit any of its subsidiaries to, hire or retain as an employee or consultant, or offer to hire or retain as an employee or consultant, or solicit the services of the Business Employees for any position unrelated to the Business except for the persons set forth on Schedule 5.9 of the Disclosure Schedules. (b) To the fullest extent permitted by law, during the 12-month period immediately following the Closing Date, Seller shall not, and Seller shall ensure that its subsidiaries do not hire or retain as an employee or consultant, or offer to hire or retain as an employee or consultant, or solicit the services of any Buyer Employee who is employed by the Business on the date hereof (other than employees whose employment has been terminated by Buyer Group after the Closing); PROVIDED, HOWEVER, that nothing in this Section 5.9 shall prevent Seller or any of its subsidiaries after the Closing Date from publishing any general advertisement or similar notice in any newspaper or other publication of general circulation. (c) To the fullest extent permitted by applicable law, during the period prior to the Closing, the Buyer Group shall not, and it shall not permit any of its subsidiaries to, hire or retain as an employee or consultant, or offer to hire or retain as an employee or consultant, or solicit the services of any individual who is an employee or consultant of Seller, aside from the Business Employees pursuant to the terms of this Agreement. (d) To the fullest extent permitted by law, during the 12-month period immediately following the Closing Date, the Buyer Group shall not, and the Buyer Group shall ensure that its subsidiaries do not hire or retain as an employee or consultant, or offer to hire or retain as an employee or consultant, or solicit the services of any individual who is an employee or consultant of Seller immediately following the Closing Date; PROVIDED, HOWEVER, that nothing in this Section 5.9 shall prevent the Buyer Group or any of its Subsidiaries after the Closing Date from publishing any general advertisement or similar notice in any newspaper or other publication of general circulation.

Prohibition on Solicitation and Hiring. (a) To the fullest extent permitted by applicable law, during the period prior to the Closing, Seller The Purchaser shall not, and nor shall it shall not permit any Affiliate (other than a portfolio company) to, for a period of two (2) years from the date hereof, directly or indirectly, solicit for employment or hire any senior management employee or senior technical employee of the Business, the Company or any of its subsidiaries toSubsidiaries, hire or retain with whom the Purchaser came into contact as an employee or consultant, or offer to hire or retain as an employee or consultant, or solicit a result of either the services due diligence process in respect of the Business Employees for any position unrelated to Transactions or the Business except for the persons set forth on Schedule 5.9 exercise of the Disclosure SchedulesPreferred Director's rights as provided in this Agreement, the Restated Certificate and the Amended Bylaws, whether or not such Person would commit a breach of his or her contract of service in leaving such employment; provided, however, that the foregoing shall not prohibit the Purchaser or an Affiliate of the Purchaser from making general solicitations of employment (or engaging search firms to make such solicitations) not specifically directed toward employees of the Company or any of its Subsidiaries and/or hiring any employee who responds to any such general solicitation or initiates contact with the Purchaser or Affiliate without solicitation. (b) To the fullest extent permitted by law, during the 12-month period immediately following the Closing Date, Seller The Purchaser shall not, and Seller nor shall ensure that its subsidiaries do not hire or retain as an employee or consultant, or offer to hire or retain as an employee or consultant, or solicit the services of it permit any Buyer Employee who is employed by the Business on the date hereof Affiliate (other than employees whose a portfolio company to the extent permitted below) to, for a period of two (2) years from the date hereof, directly or indirectly, assist (including through identification, introduction or otherwise for the purpose of inducing employment) a portfolio company of the Purchaser or Affiliate in soliciting for employment has been terminated by Buyer Group after any senior management employee or senior technical employee of the Closing); PROVIDEDBusiness, HOWEVER, that nothing in this Section 5.9 shall prevent Seller the Company or any of its subsidiaries after Subsidiaries, with whom the Closing Date from publishing any general advertisement Purchaser came into contact as a result of either the due diligence process in respect of the Transactions or similar notice the exercise of the Preferred Director's rights as provided in any newspaper or other publication of general circulation. (c) To the fullest extent permitted by applicable law, during the period prior to the Closingthis Agreement, the Buyer Group shall notRestated Certificate and the Amended Bylaws, and it whether or not such Person would commit a breach of his or her contract of service in leaving such employment; provided, however, that the foregoing shall not permit prohibit any portfolio company of its subsidiaries to, hire the Purchaser or retain as an employee Affiliate of the Purchaser from making general solicitations of employment (or consultant, or offer engaging search firms to hire or retain as an employee or consultant, or solicit make such solicitations) not specifically directed toward employees of the services of any individual who is an employee or consultant of Seller, aside from the Business Employees pursuant to the terms of this Agreement. (d) To the fullest extent permitted by law, during the 12-month period immediately following the Closing Date, the Buyer Group shall not, and the Buyer Group shall ensure that its subsidiaries do not hire or retain as an employee or consultant, or offer to hire or retain as an employee or consultant, or solicit the services of any individual who is an employee or consultant of Seller immediately following the Closing Date; PROVIDED, HOWEVER, that nothing in this Section 5.9 shall prevent the Buyer Group Company or any of its Subsidiaries after the Closing Date from publishing any general advertisement or similar notice in any newspaper or other publication of general circulationSubsidiaries.

Prohibition on Solicitation and Hiring. (a) To the fullest extent permitted by applicable law, during the period prior to the Closing, Seller The Purchaser shall not, and nor shall it shall not permit any Affiliate (other than a portfolio company) to, for a period of two (2) years from the date hereof, directly or indirectly, solicit for employment or hire any senior management employee or senior technical employee of the Business, the Seller or any of its subsidiaries toSubsidiaries, hire or retain with whom the Purchaser came into contact as an employee or consultant, or offer to hire or retain as an employee or consultant, or solicit a result of either the services due diligence process in respect of the Business Employees for any position unrelated to the Business except for the persons set forth on Schedule 5.9 Transactions, whether or not such Person would commit a breach of the Disclosure Schedules. (b) To the fullest extent permitted by law, during the 12-month period immediately following the Closing Date, Seller shall not, and Seller shall ensure that its subsidiaries do not hire his or retain as an employee or consultant, or offer to hire or retain as an employee or consultant, or solicit the services her contract of any Buyer Employee who is employed by the Business on the date hereof (other than employees whose employment has been terminated by Buyer Group after the Closing)service in leaving such employment; PROVIDED, HOWEVER, that nothing in this Section 5.9 the foregoing shall prevent not prohibit the Purchaser or an Affiliate of the Purchaser from making general solicitations of employment (or engaging search firms to make such solicitations) not specifically directed toward employees of the Seller or any of its subsidiaries after Subsidiaries and/or hiring any employee who responds to any such general solicitation or initiates contact with the Closing Date from publishing any general advertisement Purchaser or similar notice in any newspaper or other publication of general circulationAffiliate without solicitation. (cb) To the fullest extent permitted by applicable law, during the period prior If this Agreement is terminated pursuant to the ClosingSection 10.03, the Buyer Group Purchaser shall not, and nor shall it shall not permit any Affiliate (other than a portfolio company to the extent permitted below) to, for a period of two (2) years from the date hereof, directly or indirectly, assist (including through identification, introduction or otherwise for the purpose of inducing employment) a portfolio company of the Purchaser or Affiliate in soliciting for employment any senior management employee or senior technical employee of the Business, the Seller or any of its subsidiaries toSubsidiaries, hire with whom the Purchaser came into contact as a result of either the due diligence process in respect of the Transactions, whether or retain as an employee not such Person would commit a breach of his or consultant, or offer to hire or retain as an employee or consultant, or solicit the services her contract of any individual who is an employee or consultant of Seller, aside from the Business Employees pursuant to the terms of this Agreement. (d) To the fullest extent permitted by law, during the 12-month period immediately following the Closing Date, the Buyer Group shall not, and the Buyer Group shall ensure that its subsidiaries do not hire or retain as an employee or consultant, or offer to hire or retain as an employee or consultant, or solicit the services of any individual who is an employee or consultant of Seller immediately following the Closing Dateservice in leaving such employment; PROVIDED, HOWEVER, that nothing in this Section 5.9 the foregoing shall prevent not prohibit any portfolio company of the Buyer Group Purchaser or an Affiliate of the Purchaser from making general solicitations of employment (or engaging search firms to make such solicitations) not specifically directed toward employees of the Seller or any of its Subsidiaries after and/or hiring any employee who responds to any such general solicitation or initiates contact with the Closing Date from publishing any general advertisement portfolio company of the Purchaser or similar notice in any newspaper or other publication of general circulationAffiliate without solicitation.

Prohibition on Solicitation and Hiring. (a) To No Purchaser or Permitted Transferee shall, nor shall it permit any Affiliate (other than a portfolio company) to, for a period of two years from the fullest extent permitted by applicable lawdate hereof, during directly or indirectly, solicit for employment or hire any 43 38 senior management employee or senior technical employee of the period prior to Enterprise Communications Business, the ClosingCompany or any Subsidiary, Seller shall notwith whom such Purchaser or Permitted Transferee came into contact as a result of either the due diligence process in respect of the Transactions or the exercise of the Warburg Group's director and observer rights in Section 5.09, and it whether or not such person would commit a breach of his or her contract of service in leaving such employment; provided, however, that the foregoing shall not permit prohibit any Purchaser, Permitted Transferee or Affiliate from making general solicitations of employment (or engaging search firms to make such solicitations) not specifically directed toward employees of the Company or any of its subsidiaries toand/or hiring any employee who responds to any such general solicitation or initiates contact with any Purchaser, hire Permitted Transferee or retain as an employee or consultant, or offer to hire or retain as an employee or consultant, or solicit the services of the Business Employees for any position unrelated to the Business except for the persons set forth on Schedule 5.9 of the Disclosure SchedulesAffiliate without solicitation. (b) To the fullest extent permitted by lawNo Purchaser or Permitted Transferee shall, during the 12-month period immediately following the Closing Date, Seller nor shall not, and Seller shall ensure that its subsidiaries do not hire or retain as an employee or consultant, or offer to hire or retain as an employee or consultant, or solicit the services of it permit any Buyer Employee who is employed by the Business on the date hereof Affiliate (other than employees whose a portfolio company) to, for a period of two years from the date hereof, directly or indirectly, assist (including, without limitation, through identification, introduction or otherwise for the purpose of inducing employment) a portfolio company of such Purchaser, Permitted Transferee or Affiliate in soliciting for employment has been terminated by Buyer Group after any senior management employee or senior technical employee of the Closing)Enterprise Communications Business the Company or any Subsidiary, with whom such Purchaser or Permitted Transferee came into contact as a result of either the due diligence process in respect of the Transactions or the exercise of the Warburg Group's director and observer rights in Section 5.09, whether or not such person would commit a breach of his or her contract of service in leaving such employment; PROVIDEDprovided, HOWEVERhowever, that nothing in this Section 5.9 the foregoing shall prevent Seller not prohibit any portfolio company from making general solicitations of employment (or engaging search firms to make such solicitations) not specifically directed toward employees of the Company or any of its subsidiaries after the Closing Date from publishing any general advertisement or similar notice in any newspaper or other publication of general circulationsubsidiaries. (c) To the fullest extent permitted by applicable law, during the period prior to the Closing, the Buyer Group shall not, and it shall not permit any of its subsidiaries to, hire or retain as an employee or consultant, or offer to hire or retain as an employee or consultant, or solicit the services of any individual who is an employee or consultant of Seller, aside from the Business Employees pursuant to the terms of this Agreement. (d) To the fullest extent permitted by law, during the 12-month period immediately following the Closing Date, the Buyer Group shall not, and the Buyer Group shall ensure that its subsidiaries do not hire or retain as an employee or consultant, or offer to hire or retain as an employee or consultant, or solicit the services of any individual who is an employee or consultant of Seller immediately following the Closing Date; PROVIDED, HOWEVER, that nothing in this Section 5.9 shall prevent the Buyer Group or any of its Subsidiaries after the Closing Date from publishing any general advertisement or similar notice in any newspaper or other publication of general circulation.

Prohibition on Solicitation and Hiring. (a) To the fullest extent permitted by applicable law, during the period prior to the Closing, Seller shall not, and it shall not permit any of its subsidiaries to, hire or retain as an employee or consultant, or offer to hire or retain as an employee or consultant, or solicit the services of the Business Employees for any position unrelated to the Business except for the persons set forth on Schedule 5.9 of the Disclosure Schedules. (b) To the fullest extent permitted by law, during the 12-month period immediately following the Closing Date, Seller shall not, and Seller shall ensure that its subsidiaries do not hire or retain as an employee or consultant, or offer to hire or retain as an employee or consultant, or solicit the services of any Buyer Employee who is employed by the Business on the date hereof (other than employees whose employment has been terminated by Buyer Group after the Closing); PROVIDEDprovided, HOWEVERhowever, that nothing in this Section 5.9 shall prevent Seller or any of its subsidiaries after the Closing Date from publishing any general advertisement or similar notice in any newspaper or other publication of general circulation. (c) To the fullest extent permitted by applicable law, during the period prior to the Closing, the Buyer Group shall not, and it shall not permit any of its subsidiaries to, hire or retain as an employee or consultant, or offer to hire or retain as an employee or consultant, or solicit the services of any individual who is an employee or consultant of Seller, aside from the Business Employees pursuant to the terms of this Agreement. (d) To the fullest extent permitted by law, during the 12-month period immediately following the Closing Date, the Buyer Group shall not, and the Buyer Group shall ensure that its subsidiaries do not hire or retain as an employee or consultant, or offer to hire or retain as an employee or consultant, or solicit the services of any individual who is an employee or consultant of Seller immediately following the Closing Date; PROVIDEDprovided, HOWEVERhowever, that nothing in this Section 5.9 shall prevent the Buyer Group or any of its Subsidiaries after the Closing Date from publishing any general advertisement or similar notice in any newspaper or other publication of general circulation.