Common use of Non-Solicit Clause in Contracts

Non-Solicit. (a) SpinCo agrees that, for a period of 18 months following the Distribution Date, it shall not, and shall cause its Subsidiaries and Affiliates not to, without the prior written consent of Honeywell, directly or indirectly, on its own behalf or in the service or on behalf of others, hire or attempt to hire, whether as an employee, consultant, independent contractor or otherwise, any (i) employee of the Honeywell Group employed in an executive managerial or functional capacity or a key technical or sales capacity (each of such roles, a “Key Role”) or (ii) former employee of the Honeywell Group employed in a Key Role who was on the payroll of the Honeywell Group within 6 months of the date of such hiring or attempted hiring by SpinCo or any SpinCo Subsidiary or Affiliate; provided that SpinCo and its Subsidiaries and Affiliates may hire any employee or former employee of the Honeywell Group, including any employee or former employee of the Honeywell Group employed in a Key Role, if such employee or former employee is hired more than 6 months after the Distribution Date in response to a general solicitation for employment by use of advertisements in the media that are not specifically directed at employees of Honeywell. (b) Honeywell agrees that, for a period of 18 months following the Distribution Date, it shall not, and shall cause its Subsidiaries and Affiliates not to, without the prior written consent of SpinCo, directly or indirectly, on its own behalf or in the service or on behalf of others, hire or attempt to hire, whether as an employee, consultant, independent contractor or otherwise, any (i) employee of the SpinCo Group employed in a Key Role or (ii) former employee of the SpinCo Group employed in a Key Role who was on the payroll of the SpinCo Group within 6 months of the date of such hiring or attempted hiring by Honeywell or any Honeywell Subsidiary or Affiliate; provided that Honeywell and its Subsidiaries and Affiliates may hire any employee or former employee of the SpinCo Group, including any employee or former employee of the SpinCo Group employed in a Key Role, if such employee or former employee is hired more than 6 months after the Distribution Date in response to a general solicitation for employment by use of advertisements in the media that are not specifically directed at employees of SpinCo. (c) If a final and non-appealable judicial determination is made that any provision of this Section 10.02 constitutes an unreasonable or otherwise unenforceable restriction with respect to any particular jurisdiction, the provisions of this Section 10.02 will not be rendered void but will be deemed to be modified solely with respect to the applicable jurisdiction to the minimum extent necessary to remain in force and effect for the greatest period and to the greatest extent that such court determines constitutes a reasonable restriction under the circumstances.

Non-Solicit. (a) SpinCo agrees that, for a period of 18 months following the Distribution Date, it shall not, and shall cause its Subsidiaries and Affiliates not to, without the prior written consent of HoneywellNuance, directly or indirectly, on its own behalf or in the service or on behalf of others, hire or attempt to hire, whether as an employee, consultant, independent contractor or otherwise, any (i) employee or consultant of the Honeywell Nuance Group employed in an executive managerial or functional capacity or a key technical or sales capacity (each of such roles, a “Key Role”) or (ii) former employee or consultant of the Honeywell Nuance Group employed in a Key Role who was on the payroll of the Honeywell Nuance Group within 6 eight (8) months of the date of such hiring or attempted hiring by SpinCo or any SpinCo Subsidiary or Affiliate; provided that SpinCo and its Subsidiaries and Affiliates may hire any employee or former employee of the Honeywell Group, including any employee or former employee of the Honeywell Nuance Group employed in a Key Role, if such employee or former employee is hired more than 6 eight (8) months after the Distribution Date in response to a general solicitation for employment by use of advertisements in the media that are not specifically directed at employees of HoneywellNuance. (b) Honeywell Nuance agrees that, for a period of 18 months following the Distribution Date, it shall not, and shall cause its Subsidiaries and Affiliates not to, without the prior written consent of SpinCo, directly or indirectly, on its own behalf or in the service or on behalf of others, hire or attempt to hire, whether as an employee, consultant, independent contractor or otherwise, any (i) employee or consultant of the SpinCo Group employed in a Key Role or (ii) former employee or consultant of the SpinCo Group employed in a Key Role who was on the payroll of the SpinCo Group within 6 eight (8) months of the date of such hiring or attempted hiring by Honeywell Nuance or any Honeywell Nuance Subsidiary or Affiliate; provided that Honeywell Nuance and its Subsidiaries and Affiliates may hire any employee or former employee of the SpinCo Group, including any employee or former employee of the SpinCo Group employed in a Key Role, if such employee or former employee is hired more than 6 eight (8) months after the Distribution Date in response to a general solicitation for employment by use of advertisements in the media that are not specifically directed at employees of SpinCo. (c) If a final and non-appealable judicial determination is made that any provision of this Section 10.02 9.02 constitutes an unreasonable or otherwise unenforceable restriction with respect to any particular jurisdiction, the provisions of this Section 10.02 9.02 will not be rendered void but will be deemed to be modified solely with respect to the applicable jurisdiction to the minimum extent necessary to remain in force and effect for the greatest period and to the greatest extent that such court determines constitutes a reasonable restriction under the circumstances.

Non-Solicit. (a) SpinCo agrees that, for For a period of 18 24 months following the Distribution Date, it shall ConAgra will not, and shall will cause its Subsidiaries and Affiliates not to, without first discussing with SpinCo’s Chief Human Resources Officer (or equivalent officer) or such officer’s delegee and obtaining the prior written consent approval of HoneywellSpinCo, directly or indirectly, on its own behalf indirectly solicit (or in cause to be directly or indirectly solicited) for employment any Transferred Employees who are employed at the service level of “Senior Manager” (or on behalf of others, hire equivalent) or attempt above; provided that the foregoing restriction will not apply to hire, whether as an employee, consultant, independent contractor or otherwise, any (i) employee generalized searches for employees through media advertisements of the Honeywell Group employed in an executive managerial general circulation, employment search firms, open job fairs or functional capacity other similar means which are not specifically targeted at such Transferred Employees or a key technical or sales capacity (each of hiring any person that responds to such roles, a “Key Role”) generalized search or (ii) former employee of the Honeywell Group employed in a Key Role who was on the payroll of the Honeywell Group within 6 months of the date of any such hiring or attempted hiring Transferred Employees whose employment is terminated by SpinCo or any SpinCo Subsidiary or Affiliate; provided that SpinCo and of its Subsidiaries and Affiliates may hire (including any employee or former employee member of the Honeywell LW Group, including ) or who voluntarily terminates his or her employment prior to any employee such solicitation by Parent or former employee of the Honeywell Group employed in a Key Role, if such employee or former employee is hired more than 6 months after the Distribution Date in response to a general solicitation for employment by use of advertisements in the media that are not specifically directed at employees of Honeywellits Subsidiaries. (b) Honeywell agrees that, for For a period of 18 24 months following the Distribution Date, it shall SpinCo will not, and shall will cause its Subsidiaries and Affiliates (including any member of the LW Group) not to, without first discussing with ConAgra’s Chief Human Resources Officer (or equivalent) or such officer’s delegee and obtaining the prior written consent approval of SpinCoConAgra, directly or indirectlyindirectly solicit (or cause to be directly or indirectly solicited) for employment any person who is at the time of such solicitation an employee of ConAgra or any of its Subsidiaries (other than any LW Business employee), on its own behalf in any case, who is employed at the level of “Senior Manager” or in the service or on behalf of others, hire or attempt to hire, whether as an employee, consultant, independent contractor or otherwise, any above; provided that (i) employee the foregoing restriction will not apply to generalized searches for employees through media advertisements of the SpinCo Group employed in a Key Role general circulation, employment search firms, open job fairs or other similar means which are not specifically targeted at such persons or hiring any person who responds to such generalized search, (ii) former any such employee of the SpinCo Group employed in a Key Role who was on the payroll ConAgra or any of its Subsidiaries (other than any LW Business employee) whose employment is terminated by ConAgra or any of its Subsidiaries (including any member of the SpinCo Group within 6 months of the date of such hiring ConAgra Group) or attempted hiring by Honeywell who voluntarily terminates his or any Honeywell Subsidiary or Affiliate; provided that Honeywell and its Subsidiaries and Affiliates may hire any employee or former employee of the SpinCo Group, including any employee or former employee of the SpinCo Group employed in a Key Role, if such employee or former employee is hired more than 6 months after the Distribution Date in response to a general solicitation for her employment by use of advertisements in the media that are not specifically directed at employees of SpinCo. (c) If a final and non-appealable judicial determination is made that any provision of this Section 10.02 constitutes an unreasonable or otherwise unenforceable restriction with respect prior to any particular jurisdiction, the provisions of this Section 10.02 will not be rendered void but will be deemed to be modified solely with respect to the applicable jurisdiction to the minimum extent necessary to remain in force and effect for the greatest period and to the greatest extent that such court determines constitutes a reasonable restriction under the circumstancessolicitation by SpinCo or its Subsidiaries.

Non-Solicit. (a) SpinCo agrees that, for For a period of 18 months three years following the Distribution Closing Date, it Seller shall not, and shall cause not permit any of its Subsidiaries and controlled Affiliates not to, without the prior written consent of Honeywell, directly or indirectly, on its own behalf or in the service or on behalf of others, hire or attempt to hire, whether as an employee, consultant, independent contractor or otherwise, any (i) employee directly solicit (or cause to be directly solicited) any of the Honeywell Group employed individuals listed in an executive managerial Section 7.06(a) of the Disclosure Schedule or functional capacity or a any individual that may be added thereto prior to the Closing (A) to reflect new hires of officers, management employees, key technical employees or key sales capacity employees and departures from the Business occurring after the date hereof or (each B) by agreement of such rolesSeller and Buyer (the “Business Covered Employees”), a “Key Role”) except pursuant to generalized solicitations by use of advertising or which are not specifically targeted at the Business Covered Employees, or (ii) former employee hire any of the Honeywell Group employed in a Key Role who was on the payroll of the Honeywell Group within 6 months of the date of such hiring or attempted hiring by SpinCo or any SpinCo Subsidiary or AffiliateBusiness Covered Employees; provided that SpinCo and its Subsidiaries and Affiliates may hire the foregoing shall not restrict the solicitation or hiring of any employee Person who was not employed by Buyer for the six month period prior to such Person’s solicitation or former employee of the Honeywell Group, including any employee or former employee of the Honeywell Group employed in a Key Role, if such employee or former employee is hired more than 6 months after the Distribution Date in response to a general solicitation for employment by use of advertisements in the media that are not specifically directed at employees of Honeywellhiring. (b) Honeywell agrees thatUntil the third anniversary of the last date on which services are provided by Seller pursuant to the Transition Services Agreement, for a period of 18 months following the Distribution Date, it Buyer shall not, and shall cause not permit any of its Subsidiaries and controlled Affiliates not (including, after the Closing, the Purchased Subsidiaries) to, without the prior written consent of SpinCo, directly or indirectly, on its own behalf or in the service or on behalf of others, hire or attempt to hire, whether as an employee, consultant, independent contractor or otherwise, any (i) directly solicit (or cause to be directly solicited) any officer, management employee or other key employee of Seller or any of Seller’s Subsidiaries who provided services to Buyer pursuant to the SpinCo Group employed in a Key Role Transition Services Agreement, except pursuant to generalized solicitations by use of advertising or which are not specifically targeted at such employees, or (ii) former employee of the SpinCo Group employed in a Key Role who was on the payroll of the SpinCo Group within 6 months of the date of hire any such hiring or attempted hiring by Honeywell or any Honeywell Subsidiary or Affiliateemployee; provided that Honeywell and its the foregoing shall not restrict the solicitation or hiring or any Person who was not employed by Seller or any of Seller’s Subsidiaries and Affiliates may hire any employee for the six month period prior to such Person’s solicitation or former employee of the SpinCo Group, including any employee or former employee of the SpinCo Group employed in a Key Role, if such employee or former employee is hired more than 6 months after the Distribution Date in response to a general solicitation for employment by use of advertisements in the media that are not specifically directed at employees of SpinCohiring. (c) If For a final and non-appealable judicial determination is made that period of six months following the Closing Date, neither Seller nor Buyer shall, nor shall either Seller or Buyer permit any provision of this Section 10.02 constitutes an unreasonable or otherwise unenforceable restriction its controlled Affiliates (including, with respect to any particular jurisdictionBuyer after the Closing, the provisions of this Section 10.02 will not be rendered void but will be deemed Purchased Subsidiaries) to, (i) directly solicit (or cause to be modified solely with respect 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 ▇.▇. 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 applicable jurisdiction Closing Date, except pursuant to the minimum extent necessary to remain in force and effect for the greatest period and to the greatest extent that generalized solicitations by use of advertising or which are not specifically targeted at such court determines constitutes a reasonable restriction under the circumstancesemployees, or (ii) hire any such employee.

Non-Solicit. (a) SpinCo agrees that, for a period of 18 months following the Distribution Date, it shall not, and shall cause its Subsidiaries and Affiliates not to, without the prior written consent of Honeywell, directly or indirectly, on its own behalf or in the service or on behalf of others, hire or attempt to hire, whether as an employee, consultant, independent contractor or otherwise, any (i) employee of the Honeywell Group employed in an executive managerial or functional capacity or a key technical or sales capacity (each of such roles, a “Key Role”) or (ii) former employee of the Honeywell Group employed in a Key Role who was on the payroll of the Honeywell Group within 6 3 months of the date of such hiring or attempted hiring by SpinCo or any SpinCo Subsidiary or Affiliate; provided that SpinCo and its Subsidiaries and Affiliates may hire any employee or former employee of the Honeywell Group, including any employee or former employee of the Honeywell Group employed in a Key Role, if such employee or former employee is hired more than 6 months after the Distribution Date in response who responds to a any general solicitation for employment by use of advertisements in the media that are is not specifically directed at employees of Honeywell. (b) Honeywell agrees that, for a period of 18 months following the Distribution Date, it shall not, and shall cause its Subsidiaries and Affiliates not to, without the prior written consent of SpinCo, directly or indirectly, on its own behalf or in the service or on behalf of others, hire or attempt to hire, whether as an employee, consultant, independent contractor or otherwise, any (i) employee of the SpinCo Group employed in a Key Role or (ii) former employee of the SpinCo Group employed in a Key Role who was on the payroll of the SpinCo Group within 6 3 months of the date of such hiring or attempted hiring by Honeywell or any Honeywell Subsidiary or Affiliate; provided that Honeywell and its Subsidiaries and Affiliates may hire any employee or former employee of the SpinCo Group, including any employee or former employee of the SpinCo Group employed in a Key Role, if such employee or former employee is hired more than 6 months after the Distribution Date in response who responds to a any general solicitation for employment by use of advertisements in the media that are is not specifically directed at employees of SpinCo. (c) If a final and non-appealable judicial determination is made that any provision of this Section 10.02 constitutes an unreasonable or otherwise unenforceable restriction with respect to any particular jurisdiction, the provisions of this Section 10.02 will not be rendered void but will be deemed to be modified solely with respect to the applicable jurisdiction to the minimum extent necessary to remain in force and effect for the greatest period and to the greatest extent that such court determines constitutes a reasonable restriction under the circumstances.

Non-Solicit. (a) SpinCo agrees that, for a During the period commencing on the Closing Date and ending on the second anniversary of 18 months following the Distribution Closing Date, it GTCR Holdings shall not and shall not direct any of its Affiliates to, directly or indirectly, solicit, endeavor to entice away from the Purchaser or its Subsidiaries (including for the avoidance of doubt the Company and its Subsidiaries), hire or otherwise directly or indirectly interfere with the relationship of the Purchaser or any of its Subsidiaries (including for the avoidance of doubt the Company and its Subsidiaries), with any employee at the “vice president” or higher level of the Company or any of its Subsidiaries as of the Closing who is involved in the management of the Company or any of its Subsidiaries; provided GTCR Holdings shall not be prohibited from making general solicitations for employment not directed at such Persons or hiring any such Persons responding to any such solicitation. (b) GTCR Holdings shall not, and shall cause direct its Subsidiaries and respective Affiliates not to, without the prior written consent of Honeywell, directly or indirectly, on its own behalf or in the service or on behalf of others, hire or attempt to hire, whether as an employee, consultant, independent contractor or otherwise, any (i) employee provide, or cause to be provided, (A) 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 Honeywell Group employed in an executive managerial or functional capacity or a key technical or sales capacity Closing Date of the Company and its Subsidiaries (each of such rolesnot including with respect to the LiquidPoint Business) to DFT Holdings, LLC, a Delaware limited liability company, or any of its Subsidiaries (collectively, “Key RoleDash Financial”) or (ii) former employee direct Dash Financial to solicit or otherwise induce or attempt to induce the Specific Customers in order to compete in the business of the Honeywell Group employed in a Key Role who was on the payroll of the Honeywell Group within 6 months of the date of such hiring or attempted hiring by SpinCo or any SpinCo Subsidiary or Affiliate; provided that SpinCo Company and its Subsidiaries and Affiliates may hire any employee or former employee as of the Honeywell Group, including any employee or former employee of Closing Date (other than the Honeywell Group employed in a Key Role, if such employee or former employee is hired more than 6 months after the Distribution Date in response to a general solicitation for employment by use of advertisements in the media that are not specifically directed at employees of Honeywell. (b) Honeywell agrees that, for a period of 18 months following the Distribution Date, it shall not, and shall cause its Subsidiaries and Affiliates not to, without the prior written consent of SpinCo, directly or indirectly, on its own behalf or in the service or on behalf of others, hire or attempt to hire, whether as an employee, consultant, independent contractor or otherwise, any (i) employee of the SpinCo Group employed in a Key Role or (ii) former employee of the SpinCo Group employed in a Key Role who was on the payroll of the SpinCo Group within 6 months of the date of such hiring or attempted hiring by Honeywell or any Honeywell Subsidiary or Affiliate; provided that Honeywell and its Subsidiaries and Affiliates may hire any employee or former employee of the SpinCo Group, including any employee or former employee of the SpinCo Group employed in a Key Role, if such employee or former employee is hired more than 6 months after the Distribution Date in response to a general solicitation for employment by use of advertisements in the media that are not specifically directed at employees of SpinCoLiquidPoint Business). (c) If Without intending to limit the remedies available to the Purchaser and its Subsidiaries, GTCR Holdings acknowledges that a final 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 non-appealable judicial determination is made that that, in the event of such a breach or threat thereof, the Purchaser or any provision of its Subsidiaries shall be entitled to seek a temporary restraining order and/or a preliminary or permanent injunction, without the necessity of proving irreparable harm or injury as a result of such breach or threatened breach of this Section 10.02 constitutes an unreasonable or otherwise unenforceable restriction with respect to any particular jurisdiction8.11, the provisions of restraining GTCR Holdings from engaging in activities prohibited by this Section 10.02 will not 8.11 or such other relief as may be rendered void but will be deemed required specifically to be modified 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, 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 Agreement as if it were the applicable jurisdiction to the minimum extent necessary to remain in force and effect for the greatest period and to the greatest extent that such court determines constitutes a reasonable restriction under the circumstancesSeller hereunder.

Non-Solicit. (a) SpinCo agrees that, for a period of 18 eighteen (18) months following the Distribution Date, it shall not, and shall cause its Subsidiaries and Affiliates the members of the SpinCo Group not to, without the prior written consent of HoneywellRemainCo, directly or indirectlythrough others, on its own behalf or in the service or on behalf of others, hire or attempt to hire, whether as an employee, consultant, independent contractor or otherwise, any (i) employee Key Employee of the Honeywell RemainCo Group employed in an executive managerial or functional capacity or a key technical or sales capacity (each of such roles, a “Key Role”) or (ii) former employee Key Employee of the Honeywell RemainCo Group employed in a Key Role who was on the payroll of the Honeywell RemainCo Group within 6 six (6) months of the date of such hiring or attempted hiring by SpinCo or any member of the SpinCo Subsidiary or AffiliateGroup; provided that SpinCo and its Subsidiaries and Affiliates may hire any employee or former employee member of the Honeywell Group, including any employee or former employee of the Honeywell SpinCo Group employed may (x) engage in a Key Role, if such employee or former employee is hired more than 6 months after the Distribution Date in response to a general solicitation solicitations for employment by use of advertisements in the media that are not specifically directed at employees of Honeywellthe RemainCo Group and, following the date that is six (6) months following the Distribution Date, hire any employee or former employee of the RemainCo Group, including any Key Employee or former Key Employee of the RemainCo Group, in response to any such general solicitation or (y) hire any employee or former employee of the RemainCo Group, including any Key Employee or former Key Employee of the RemainCo Group, if such employee was terminated by the RemainCo Group due to a reduction in force, including any plant closures, mass layoffs or position elimination; provided, further, that the Parties may mutually agree on additional exceptions to the non-solicitation restrictions set forth in this Section 5.6. (b) Honeywell RemainCo agrees that, for a period of 18 eighteen (18) months following the Distribution Date, it shall not, and shall cause its Subsidiaries and Affiliates the members of the RemainCo Group not to, without the prior written consent of SpinCo, directly or indirectlythrough others, on its own behalf or in the service or on behalf of others, hire or attempt to hire, whether as an employee, consultant, independent contractor or otherwise, any (i) employee Key Employee of the SpinCo Group employed in a Key Role or (ii) former employee Key Employee of the SpinCo Group employed in a Key Role who was on the payroll of the SpinCo Group within 6 six (6) months of the date of such hiring or attempted hiring by Honeywell RemainCo or any Honeywell Subsidiary or Affiliatemember of the RemainCo Group; provided that Honeywell RemainCo and its Subsidiaries and Affiliates may hire any employee or former employee member of the SpinCo Group, including any employee or former employee of the SpinCo RemainCo Group employed may (x) engage in a Key Role, if such employee or former employee is hired more than 6 months after the Distribution Date in response to a general solicitation solicitations for employment by use of advertisements in the media that are not specifically directed at employees of SpinCothe SpinCo Group and, following the date that is six (6) months following the Distribution Date, hire any employee or former employee of the SpinCo Group, including any Key Employee or former Key Employee of the SpinCo Group, in response to any such general solicitation or (y) hire any employee or former employee of the SpinCo Group, including any Key Employee or former Key Employee of the SpinCo Group, if such employee was terminated by the SpinCo Group due to a reduction in force, including any plant closures, mass layoffs or position elimination; provided, further, that the Parties may mutually agree on additional exceptions to the non-solicitation restrictions set forth in this Section 5.6. (c) If a final and non-appealable judicial determination is made that any provision of this Section 10.02 5.6 constitutes an unreasonable or otherwise unenforceable restriction with respect to any particular jurisdiction, the provisions of this Section 10.02 5.6 will not be rendered void but will be deemed to be modified solely with respect to the applicable jurisdiction to the minimum extent necessary to remain in force and effect for the greatest period and to the greatest extent that such court determines constitutes a reasonable restriction under the circumstances.

Non-Solicit. (a) SpinCo Each of Cyclone and Storm agrees that, 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 18 12 months following the Distribution Datethereafter, it shall will not, and shall cause nor will it permit its Subsidiaries and Affiliates not to, without the prior written consent of Honeywell, directly or indirectly, on its own behalf or in solicit for employment without the service or on behalf of others, hire or attempt to hire, whether as an employee, consultant, independent contractor or otherwise, any (i) employee consent of the Honeywell Group employed other Venture Owner Parent (which consent shall not be unreasonably withheld, conditioned or delayed) (a) 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 an executive managerial each case of the other Venture Owner Parent or functional capacity or a key technical or sales capacity its Affiliates. Each Venture Owner Parent agrees to provide to the other Venture Owner Parent, upon the request of the other Venture Owner Parent (each of such rolesnot to exceed two requests per calendar year), a “Key Role”list of its employees to which clause (c) or (ii) former employee of the Honeywell Group employed in a Key Role who was on the payroll of the Honeywell Group within 6 months immediately preceding sentence applies as of the date of such hiring or attempted hiring by SpinCo or any SpinCo Subsidiary or Affiliate; provided that SpinCo and its Subsidiaries and Affiliates may hire any employee or former employee of list. Notwithstanding the Honeywell Groupforegoing, including any employee or former employee of the Honeywell Group employed in a Key Role, if such employee or former employee is hired more than 6 months after the Distribution Date in response to a general solicitation for employment by use of advertisements in the media that are not specifically directed at employees of Honeywell. (b) Honeywell agrees that, for a period of 18 months following the Distribution Date, it shall noteach Venture Owner Parent may, and shall cause may permit its Subsidiaries and respective Affiliates not to, without the prior written consent of SpinCo, directly or indirectly, on solicit for employment any officer or employee of the Venture Entities who was previously employed by such Venture Owner Parent or one of its own behalf Affiliates. The foregoing restrictions shall not preclude either Venture Owner Parent or in the service or on behalf of others, hire or attempt to hire, whether as an employee, consultant, independent contractor or otherwise, their respective Affiliates from soliciting any person who (i) has had his or her employment terminated by the Venture Entities or the other Venture Owner Parent prior to commencement of employment discussions between a Venture Owner Parent and such officer or employee of the SpinCo Group employed in a Key Role or (ii) former employee of the SpinCo Group employed in a Key Role who was on the payroll of the SpinCo Group within 6 months of the date of responds to any general solicitation placed by such hiring or attempted hiring Venture Owner Parent (including, without limitation, any recruitment efforts conducted by Honeywell or any Honeywell Subsidiary or Affiliaterecruitment agency; provided that Honeywell and neither such Venture Owner Parent nor any of its Subsidiaries and Affiliates may hire any employee or former employee of the SpinCo Group, including any employee or former employee of the SpinCo Group employed in a Key Role, if have directed such employee or former employee is hired more than 6 months after the Distribution Date in response to a general solicitation for employment by use of advertisements in the media that are not specifically directed recruitment efforts at employees of SpinCosuch person). (c) If a final and non-appealable judicial determination is made that any provision of this Section 10.02 constitutes an unreasonable or otherwise unenforceable restriction with respect to any particular jurisdiction, the provisions of this Section 10.02 will not be rendered void but will be deemed to be modified solely with respect to the applicable jurisdiction to the minimum extent necessary to remain in force and effect for the greatest period and to the greatest extent that such court determines constitutes a reasonable restriction under the circumstances.

Non-Solicit. (a) SpinCo agrees that, for a period of 18 eighteen (18) months following the Distribution Date, it shall not, and shall cause its Subsidiaries and Affiliates the members of the SpinCo Group not to, without the prior written consent of HoneywellRemainCo, directly or indirectlythrough others, on its own behalf or in the service or on behalf of others, hire or attempt to hire, whether as an employee, consultant, independent contractor or otherwise, any (i) employee Key Employee of the Honeywell RemainCo Group employed in an executive managerial or functional capacity or a key technical or sales capacity (each of such roles, a “Key Role”) or (ii) former employee Key Employee of the Honeywell RemainCo Group employed in a Key Role who was on the payroll of the Honeywell RemainCo Group within 6 six (6) months of the date of such hiring or attempted hiring by SpinCo or any member of the SpinCo Subsidiary or AffiliateGroup; provided that SpinCo and its Subsidiaries and Affiliates may hire any employee or former employee member of the Honeywell Group, including any employee or former employee of the Honeywell SpinCo Group employed may (x) engage in a Key Role, if such employee or former employee is hired more than 6 months after the Distribution Date in response to a general solicitation solicitations for employment by use of advertisements in the media that are not specifically directed at employees of Honeywellthe RemainCo Group and, following the date that is six (6) months following the Distribution Date, hire any employee or former employee of the RemainCo Group, including any Key Employee or former Key Employee of the RemainCo Group, in response to any such general solicitation or (y) hire any employee or former employee of the RemainCo Group, including any Key Employee or former Key Employee of the RemainCo Group, if such employee was terminated by the RemainCo Group due to a reduction in force, including any plant closures, mass layoffs or position elimination; provided, further, that the Parties may mutually agree on additional exceptions to the non-solicitation restrictions set forth in this Section 5.6(a). (b) Honeywell RemainCo agrees that, for a period of 18 eighteen (18) months following the Distribution Date, it shall not, and shall cause its Subsidiaries and Affiliates the members of the RemainCo Group not to, without the prior written consent of SpinCo, directly or indirectlythrough others, on its own behalf or in the service or on behalf of others, hire or attempt to hire, whether as an employee, consultant, independent contractor or otherwise, any (i) employee Key Employee of the SpinCo Group employed in a Key Role or (ii) former employee Key Employee of the SpinCo Group employed in a Key Role who was on the payroll of the SpinCo Group within 6 six (6) months of the date of such hiring or attempted hiring by Honeywell RemainCo or any Honeywell Subsidiary or Affiliatemember of the RemainCo Group; provided that Honeywell RemainCo and its Subsidiaries and Affiliates may hire any employee or former employee member of the SpinCo Group, including any employee or former employee of the SpinCo RemainCo Group employed may (x) engage in a Key Role, if such employee or former employee is hired more than 6 months after the Distribution Date in response to a general solicitation solicitations for employment by use of advertisements in the media that are not specifically directed at employees of SpinCothe SpinCo Group and, following the date that is six (6) months following the Distribution Date, hire any employee or former employee of the SpinCo Group, including any Key Employee or former Key Employee of the SpinCo Group, in response to any such general solicitation or (y) hire any employee or former employee of the SpinCo Group, including any Key Employee or former Key Employee of the SpinCo Group, if such employee was terminated by the SpinCo Group due to a reduction in force, including any plant closures, mass layoffs or position elimination; provided, further, that the Parties may mutually agree on additional exceptions to the non-solicitation restrictions set forth in this Section 5.6(b). (c) If a final and non-appealable judicial determination is made that any provision of this Section 10.02 5.6 constitutes an unreasonable or otherwise unenforceable restriction with respect to any particular jurisdiction, the provisions of this Section 10.02 5.6 will not be rendered void but will be deemed to be modified solely with respect to the applicable jurisdiction to the minimum extent necessary to remain in force and effect for the greatest period and to the greatest extent that such court determines constitutes a reasonable restriction under the circumstances.

Non-Solicit. (a) SpinCo agrees that, for a period of 18 months following the Distribution Date, it shall not, and shall cause its Subsidiaries and Affiliates not to, without the prior written consent of Honeywell, directly or indirectly, on its own behalf or in the service or on behalf of others, hire or attempt to hire, whether as an employee, consultant, independent contractor or otherwise, any (i) employee of the Honeywell Group employed in an executive managerial or functional capacity or a key technical or sales capacity (each of such roles, a “Key Role”) or (ii) former employee of the Honeywell Group employed in a Key Role who was on the payroll of the Honeywell Group within 6 3 months of the date of such hiring or attempted hiring by SpinCo or any SpinCo Subsidiary or Affiliate; provided that SpinCo and its Subsidiaries and Affiliates may hire any employee or former employee of the Honeywell Group, including any employee or former employee of the Honeywell Group employed in a Key Role, if such employee or former employee is hired more than 6 months after the Distribution Date in response who responds to a any general solicitation for employment by use of advertisements in the media that are is not specifically directed at employees of Honeywell. (b) Honeywell agrees that, for a period of 18 months following the Distribution Date, it shall not, and shall cause its Subsidiaries and Affiliates not to, without the prior written consent of SpinCo, directly or indirectly, on its own behalf or in the service or on behalf of others, hire or attempt to hire, whether as an employee, consultant, independent contractor or otherwise, any (i) employee of the SpinCo Group employed in a Key Role or (ii) former employee of the SpinCo Group employed in a Key Role who was on the payroll of the SpinCo Group within 6 3 months of the date of such hiring or attempted hiring by Honeywell or any Honeywell Subsidiary or Affiliate; provided that Honeywell and its Subsidiaries and Affiliates may hire any employee or former employee of the SpinCo Group, including any employee or former employee of the SpinCo Group employed in a Key Role, if such employee or former employee is hired more than 6 months after the Distribution Date in response who responds to a any general solicitation for employment by use of advertisements in the media that are is not specifically directed at employees of SpinCo. (c) If a final and non-appealable judicial determination is made that any provision of this Section 10.02 9.02 constitutes an unreasonable or otherwise unenforceable restriction with respect to any particular jurisdiction, the provisions of this Section 10.02 9.02 will not be rendered void but will be deemed to be modified solely with respect to the applicable jurisdiction to the minimum extent necessary to remain in force and effect for the greatest period and to the greatest extent that such court determines constitutes a reasonable restriction under the circumstances.

Non-Solicit. (a) SpinCo agrees that, for For a period of 18 24 months following the Distribution Closing Date, it Seller shall not, and shall cause its Subsidiaries and Affiliates not to, without directly solicit (or cause to be directly solicited) for employment or hire any officer, management employee or key technical employee of Buyer or its Subsidiaries who is a Transferred Employee as of immediately following the prior written consent of Honeywell, directly or indirectly, on its own behalf or in the service or on behalf of others, hire or attempt to hire, whether as an Applicable Transfer Time (any such employee, consultant, independent contractor or otherwise, any a “Covered Business Employee”); provided that (i) employee the foregoing restriction shall not apply to (A) generalized searches for employees through media advertisements of general circulation, employment search firms, open job fairs or other similar means which are not specifically targeted at such Covered Business Employees or (B) any Covered Business Employee whose employment is terminated by the Honeywell Group employed in an executive managerial Buyer or functional capacity or a key technical or sales capacity any of its Affiliates (each of such roles, a “Key Role”including any Purchased Subsidiary) or and (ii) former employee with respect to any Covered Business Employee who voluntarily ceases employment with Buyer or its Affiliates (including any Purchased Subsidiary), the foregoing restriction shall terminate upon the earlier to occur of the Honeywell Group employed in a Key Role who was on the payroll of the Honeywell Group within 6 months of (I) the date that is 24 months following the Closing Date and (II) the date that is six months following the cessation of such hiring Covered Business Employee’s employment with Buyer or attempted hiring by SpinCo or any SpinCo Subsidiary or Affiliate; provided that SpinCo and its Subsidiaries and Affiliates may hire any employee or former employee of the Honeywell Group, (including any employee or former employee of the Honeywell Group employed in a Key Role, if such employee or former employee is hired more than 6 months after the Distribution Date in response to a general solicitation for employment by use of advertisements in the media that are not specifically directed at employees of HoneywellPurchased Subsidiary). (b) Honeywell agrees that, for For a period of 18 24 months following the Distribution Closing Date, it Buyer shall not, and shall cause its Subsidiaries and Affiliates (including, after the Closing, the Purchased Subsidiaries) not to, without the prior written consent of SpinCo, directly or indirectly, on its own behalf indirectly solicit (or in the service cause to be directly or on behalf of others, indirectly solicited) for employment or hire or attempt to hire, whether as an employee, consultant, independent contractor or otherwise, any (i) employee any person who is employed by Seller or a Retained Subsidiary with a title of the SpinCo Group employed in a Key Role director, vice president or higher, or (ii) former any person who is employed by Seller or a Retained Subsidiary whom Buyer, its Affiliates or any of its or their representatives has contact with or has had contact with during its evaluation of the transactions contemplated by this Agreement or in connection with the transactions contemplated by the Transition Services Agreement, and who is at the time of such solicitation or was within the six months preceding such solicitation an employee of the SpinCo Group employed in a Key Role who was on the payroll of the SpinCo Group within 6 months of the date of such hiring or attempted hiring by Honeywell Seller or any Honeywell Subsidiary or Affiliateof its Subsidiaries; provided that Honeywell and its Subsidiaries and Affiliates may hire any employee (i) the foregoing restriction shall not apply to (A) generalized searches for employees through media advertisements of general circulation, employment search firms, open job fairs or former employee of the SpinCo Group, including any employee or former employee of the SpinCo Group employed in a Key Role, if such employee or former employee is hired more than 6 months after the Distribution Date in response to a general solicitation for employment by use of advertisements in the media that other similar means which are not specifically directed targeted at such employees or (B) any such employee whose employment is terminated by Seller or any of SpinCo. its Affiliates, (cii) If a final and non-appealable judicial determination is made that any provision of this Section 10.02 constitutes an unreasonable or otherwise unenforceable restriction with respect to any particular jurisdictionsuch employee who voluntarily ceases employment with Seller or its Affiliates, the provisions foregoing restriction shall terminate upon the earlier to occur of this Section 10.02 will not be rendered void but will be deemed (A) the date that is 24 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 Affiliate and (iii) in the case of employees of Seller or its Subsidiaries who provide services to be modified solely with respect Buyer pursuant to the applicable jurisdiction Transition Services Agreement, the foregoing restriction shall apply until the second anniversary of the last date on which the services of such employees are provided by Seller or its Affiliates pursuant to the minimum extent necessary to remain in force and effect for the greatest period and to the greatest extent that such court determines constitutes a reasonable restriction under the circumstancesTransition Services Agreement.

Non-Solicit. (a) SpinCo agrees that, for a period of 18 months following the Distribution Date, it shall not, and shall cause its Subsidiaries and Affiliates not to, without the prior written consent of Honeywell, directly or indirectly, on its own behalf or in the service or on behalf of others, hire or attempt to hire, whether as an employee, consultant, independent contractor or otherwise, any (i) employee of the Honeywell Group employed in an executive managerial or functional capacity or a key technical or sales capacity (each of such roles, a “Key Role”) or (ii) former employee of the Honeywell Group employed in a Key Role who was on the payroll of the Honeywell Group within 6 months of the date of such hiring or attempted hiring by SpinCo or any SpinCo Subsidiary or Affiliate; provided that SpinCo and its Subsidiaries and Affiliates may hire any employee or former employee of the Honeywell Group, including any employee or former employee of the Honeywell Group employed in a Key Role, if such employee or former employee is hired more than 6 months after the date after the Distribution Date in response to a general solicitation for employment by use of advertisements in the media that are not specifically directed at employees of Honeywell. (b) Honeywell agrees that, for a period of 18 months following the Distribution Date, it shall not, and shall cause its Subsidiaries and Affiliates not to, without the prior written consent of SpinCo, directly or indirectly, on its own behalf or in the service or on behalf of others, hire or attempt to hire, whether as an employee, consultant, independent contractor or otherwise, any (i) employee of the SpinCo Group employed in a Key Role or (ii) former employee of the SpinCo Group employed in a Key Role who was on the payroll of the SpinCo Group within 6 months of the date of such hiring or attempted hiring by Honeywell or any Honeywell Subsidiary or Affiliate; provided that Honeywell and its Subsidiaries and Affiliates may hire any employee or former employee of the SpinCo Group, including any employee or former employee of the SpinCo Group employed in a Key Role, if such employee or former employee is hired more than 6 months after the date after the Distribution Date in response to a general solicitation for employment by use of advertisements in the media that are not specifically directed at employees of SpinCo. (c) If a final and non-appealable judicial determination is made that any provision of this Section 10.02 constitutes an unreasonable or otherwise unenforceable restriction with respect to any particular jurisdiction, the provisions of this Section 10.02 will not be rendered void but will be deemed to be modified solely with respect to the applicable jurisdiction to the minimum extent necessary to remain in force and effect for the greatest period and to the greatest extent that such court determines constitutes a reasonable restriction under the circumstances.

Non-Solicit. (a) SpinCo agrees that, for a period of 18 months following the Distribution Date, it shall not, and shall cause its Subsidiaries and Affiliates not to, without the prior written consent of Honeywell, directly or indirectly, on its own behalf or in the service or on behalf of others, hire or attempt to hire, whether as an employee, consultant, independent contractor or otherwise, any (i) employee of the Honeywell Group employed in an executive managerial or functional capacity or a key technical or sales capacity (each of such roles, a “Key Role”) or (ii) former employee of the Honeywell Group employed in a Key Role who was on the payroll of the Honeywell Group within 6 six (6) months of the date of such hiring or attempted hiring by SpinCo or any SpinCo Subsidiary or Affiliate; provided that SpinCo and its Subsidiaries and Affiliates may hire any employee or former employee of the Honeywell Group, including any employee or former employee of the Honeywell Group employed in a Key Role, if such employee or former employee is hired more than 6 six (6) months after the Distribution Date in response to a general solicitation for employment by use of advertisements in the media that are not specifically directed at employees of Honeywell. (b) Honeywell agrees that, for a period of 18 months following the Distribution Date, it shall not, and shall cause its Subsidiaries and Affiliates not to, without the prior written consent of SpinCo, directly or indirectly, on its own behalf or in the service or on behalf of others, hire or attempt to hire, whether as an employee, consultant, independent contractor or otherwise, any (i) employee of the SpinCo Group employed in a Key Role or (ii) former employee of the SpinCo Group employed in a Key Role who was on the payroll of the SpinCo Group within 6 six (6) months of the date of such hiring or attempted hiring by Honeywell or any Honeywell Subsidiary or Affiliate; provided that Honeywell and its Subsidiaries and Affiliates may hire any employee or former employee of the SpinCo Group, including any employee or former employee of the SpinCo Group employed in a Key Role, if such employee or former employee is hired more than 6 six (6) months after the Distribution Date in response to a general solicitation for employment by use of advertisements in the media that are not specifically directed at employees of SpinCo. (c) If a final and non-appealable judicial determination is made that any provision of this Section 10.02 9.02 constitutes an unreasonable or otherwise unenforceable restriction with respect to any particular jurisdiction, the provisions of this Section 10.02 9.02 will not be rendered void but will be deemed to be modified solely with respect to the applicable jurisdiction to the minimum extent necessary to remain in force and effect for the greatest period and to the greatest extent that such court determines constitutes a reasonable restriction under the circumstances.

Non-Solicit. (a) SpinCo agrees that, for a period of 18 months following the Distribution Date, it shall not, and shall cause its Subsidiaries and Affiliates not to, without the prior written consent of Honeywell, directly or indirectly, on its own behalf or in the service or on behalf of others, hire or attempt to hire, whether as an employee, consultant, independent contractor or otherwise, any (i) employee of the Honeywell Group employed in an executive managerial or functional capacity or a key technical or sales capacity (each of such roles, a “Key Role”) or (ii) former employee of the Honeywell Group employed in a Key Role who was on the payroll of the Honeywell Group within 6 six (6) months of the date of such hiring or attempted hiring by SpinCo or any SpinCo Subsidiary or Affiliate; provided that SpinCo and its Subsidiaries and Affiliates may hire any employee or former employee of the Honeywell Group, including any employee or former employee of the Honeywell Group employed in a Key Role, if such employee or former employee is hired more than 6 six (6) months after the date after the Distribution Date in response to a general solicitation for employment by use of advertisements in the media that are not specifically directed at employees of Honeywell. (b) Honeywell agrees that, for a period of 18 months following the Distribution Date, it shall not, and shall cause its Subsidiaries and Affiliates not to, without the prior written consent of SpinCo, directly or indirectly, on its own behalf or in the service or on behalf of others, hire or attempt to hire, whether as an employee, consultant, independent contractor or otherwise, any (i) employee of the SpinCo Group employed in a Key Role or (ii) former employee of the SpinCo Group employed in a Key Role who was on the payroll of the SpinCo Group within 6 six (6) months of the date of such hiring or attempted hiring by Honeywell or any Honeywell Subsidiary or Affiliate; provided that Honeywell and its Subsidiaries and Affiliates may hire any employee or former employee of the SpinCo Group, including any employee or former employee of the SpinCo Group employed in a Key Role, if such employee or former employee is hired more than 6 six (6) months after the date after the Distribution Date in response to a general solicitation for employment by use of advertisements in the media that are not specifically directed at employees of SpinCo. (c) If a final and non-appealable judicial determination is made that any provision of this Section 10.02 9.02 constitutes an unreasonable or otherwise unenforceable restriction with respect to any particular jurisdiction, the provisions of this Section 10.02 9.02 will not be rendered void but will be deemed to be modified solely with respect to the applicable jurisdiction to the minimum extent necessary to remain in force and effect for the greatest period and to the greatest extent that such court determines constitutes a reasonable restriction under the circumstances.