Common use of Non-Solicitation; Non-Hire Clause in Contracts

Non-Solicitation; Non-Hire. During the Non-Compete Period, the Grantee shall not (without the prior written consent of the Company) directly or indirectly: (i) solicit, induce or attempt to solicit or induce any officer, director or employee of the Company or any of its Affiliates to terminate their relationship with or leave the employ of the Company or any such Affiliate, or in any way interfere with the relationship between the Company or any such Affiliate, on the one hand, and any officer, director or employee thereof, on the other hand, (ii) hire (or other similar arrangement) any Person (in any capacity whether as an officer, director, employee or consultant) who is or at any time was an officer, director or employee of the Company or any of its Affiliates until six (6) months after such individual’s relationship (whether as an officer, director or employee) with the Company or such Affiliate has ended, or (iii) induce or attempt to induce any customer, supplier, prospect licensee or other business relation of the Company or any of its Affiliates to cease doing business with the Company or such Affiliate, or in any way interfere with the relationship between any such customer, supplier, prospect licensee or business relation, on the one hand, and the Company or any such Affiliate, on the other hand; provided, that clauses (i) and (ii) of this Section 7(c) shall not apply to the solicitation or hiring of the Grantee’s administrative assistant; provided, further, that none of (A) the Grantee’s acting as a reference for employees, (B) any generic, nontargeted advertising affiliated directly or indirectly with the Grantee or (C) the Grantee’s good faith and proper performance of his or her duties and responsibilities for the Company and its Affiliates during employment shall be deemed a breach of this Section 7(c). For purposes of this Section 7(c), “Affiliates” shall be limited to those Affiliates who are engaged in the same or substantially related business as the Company or any of its subsidiaries and other Affiliates in which the Company, directly or indirectly, owns 20% or more of the equity interests.

Non-Solicitation; Non-Hire. During the Non-Compete Period, the Grantee shall not (without the prior written consent of the Company) directly or indirectly: (i) solicit, induce or attempt to solicit or induce any officer, director or employee of the Company or any of its Affiliates to terminate their relationship with or leave the employ of the Company or any such Affiliate, or in any way interfere with the relationship between the Company or any such Affiliate, on the one hand, and any officer, director or employee thereof, on the other hand, (ii) hire (or other similar arrangement) any Person (in any capacity whether as an officer, director, employee or consultant) who is or at any time was an officer, director or employee of the Company or any of its Affiliates until six (6) months after such individual’s relationship (whether as an officer, director or employee) with the Company or such Affiliate has ended, or (iii) induce or attempt to induce any customer, supplier, prospect licensee or other business relation of the Company or any of its Affiliates to cease doing business with the Company or such Affiliate, or in any way interfere with the relationship between any such customer, supplier, prospect licensee or business relation, on the one hand, and the Company or any such Affiliate, on the other hand; provided, that clauses (i) and (ii) of this Section 7(c) shall not apply to the solicitation or hiring of the Grantee’s administrative assistant; provided, further, that none of (A) the Grantee’s acting as a reference for employees, (B) any generic, nontargeted advertising affiliated directly or indirectly with the Grantee or (C) the Grantee’s good faith and proper performance of his or her duties and responsibilities for the Company and its Affiliates during employment shall be deemed a breach of this Section 7(c). For purposes of this Section 7(c), “Affiliates” shall be limited to those Affiliates who are engaged in the same or substantially related business as the Company or any of its subsidiaries and other Affiliates in which the Company, directly or indirectly, owns 20% or more of the equity interests.

Non-Solicitation; Non-Hire. During Until the applicable Non-Compete Period, the Grantee Fall-Away Date (a) each Shareholder shall not (and shall use its reasonable efforts to procure that its Affiliates do not) and (b) each Shareholder (other than Walgreens and its Permitted Transferees) and the Company shall not, and the Company shall cause its Subsidiaries not to (and each such Shareholder and the Company shall use reasonable efforts to procure that its Affiliates do not), initiate or conduct any discussions about future employment with, or employ, any Senior Manager, in the case of clause (a), or of the management team of Walgreens and its Subsidiaries with a title of Vice-President or higher, in the case of clause (b), without the prior written consent approval of the Company) directly Company Board (acting by simple majority of the disinterested Directors), in the case of clause (a), or indirectly: without the approval of the board of directors of Walgreens (acting by simple majority of its disinterested directors), in the case of clause (b), and, in each case, shall not make any offers to any such executive; provided, that the foregoing shall not be construed to prohibit solicitation for employment or employment of any such executive (i) solicit, induce resulting from general advertisements for employment conducted by such party or attempt to solicit or induce any officer, director or employee of the Company or any of its Affiliates to terminate their relationship with or leave the employ of the Company or any such Affiliate, or in any way interfere with the relationship between the Company or any such Affiliate, on the one hand, and any officer, director or employee thereof, on the other handAffiliates, (ii) hire six months following cessation of such executive’s employment with the Group, in the case of clause (a), or other similar arrangement) with Walgreens and its Subsidiaries, in the case of clause (b), without any Person (in any capacity whether as an officer, director, employee encouragement by such party or consultant) who is or at any time was an officer, director or employee of the Company or any of its Affiliates until six (6) months after such individual’s relationship (whether as an officer, director or employee) with the Company or such Affiliate has ended, or (iii) induce or attempt to induce any customerin the case of clause (a), supplierby Walgreens, prospect licensee or other business relation following exercise of the Company or any of its Affiliates to cease doing business Call Option in accordance with the Company or such AffiliatePurchase Agreement, or in any way interfere with the relationship between so long as employment by Walgreens of any such customer, supplier, prospect licensee or business relation, executive remains conditioned in all respects on the one hand, and the Company or any such Affiliate, on the other hand; provided, that clauses (i) and (ii) of this Section 7(c) shall not apply to the solicitation or hiring completion of the Grantee’s administrative assistant; provided, further, that none of (A) the Grantee’s acting as a reference for employees, (B) any generic, nontargeted advertising affiliated directly or indirectly with the Grantee or (C) the Grantee’s good faith and proper performance of his or her duties and responsibilities for the Company and its Affiliates during employment shall be deemed a breach of this Section 7(c)Second Step Closing. For purposes of this Section 7(c)5.5, an “AffiliatesAffiliate” shall be limited to those Affiliates who are engaged in the same of Gibco or substantially related business as the Company shall not be deemed to include (i) any “portfolio company” (as such term is customarily used among institutional investors) of Kohlberg Kravis Xxxxxxx & Co. L.P. so long as such portfolio company has not received any Confidential Information and none of Kohlberg Kravis Xxxxxxx & Co. L.P. or any of its subsidiaries and other controlled Affiliates in which the Company, directly instructs or indirectly, owns 20% overtly encourages any such portfolio company to take any action that would violate any provision of this Agreement that would be applicable to such portfolio company were it to be deemed to be an Affiliate hereunder or more of the equity interests(ii) any KKR Non-Private Equity Business.

Non-Solicitation; Non-Hire. During the Non-Compete Period, the Grantee shall not (without the prior written consent of the Company) directly or indirectly: (i) solicit, induce or attempt to solicit or induce any officer, director or employee of the Company or any of its Affiliates to terminate their relationship with or leave the employ of the Company or any such Affiliate, or in any way interfere with the relationship between the Company or any such Affiliate, on the one hand, and any officer, director or employee thereof, on the other hand, (ii) hire (or other similar arrangement) any Person (in any capacity whether as an officer, director, employee or consultant) who is or at any time was an officer, director or employee of the Company or any of its Affiliates until six (6) months after such individual’s relationship (whether as an officer, director or employee) with the Company or such Affiliate has ended, or (iii) induce or attempt to induce any customer, supplier, prospect licensee or other business relation of the Company or any of its Affiliates to cease doing business with the Company or such Affiliate, or in any way interfere with the relationship between any such customer, supplier, prospect licensee or business relation, on the one hand, and the Company or any such Affiliate, on the other hand; provided, that clauses (i) and (ii) of this Section 7(c) shall not apply to the solicitation or hiring of the Grantee’s administrative assistant; provided, further, that none of (A) the Grantee’s acting as a reference for employees, (B) any generic, nontargeted advertising affiliated directly or indirectly with the Grantee or (C) the Grantee’s good faith and proper performance of his or her duties and responsibilities for the Company and its Affiliates during employment or service shall be deemed a breach of this Section 7(c). For purposes of this Section 7(c), “Affiliates” shall be limited to those Affiliates who are engaged in the same or substantially related business as the Company or any of its subsidiaries and other Affiliates in which the Company, directly or indirectly, owns 20% or more of the equity interests.

Non-Solicitation; Non-Hire. During Post hereby agrees that from and after the Non-Compete PeriodClosing through the fifth anniversary of the Closing date, Post shall not, and shall cause its Subsidiaries (other than the Grantee shall Companies) to not (without the prior written consent of the Companya) directly or indirectly: (i) solicithire or engage or recruit, solicit or otherwise attempt to employ or engage or enter into any business relationship with any Person that is or was with a job title equivalent to or senior to that of the Chief Executive Officer of 8th Avenue or any of his or her direct reports or any direct reports of such direct reports employed or engaged by 0xx Xxxxxx or any of its Subsidiaries during the six-month period immediately preceding such hiring, engagement, recruitment or solicitation or (ii) induce or attempt to solicit or induce any officer, director such Person to leave such employment or employee of the Company or any of its Affiliates to terminate their relationship with or leave the employ of the Company or any such Affiliateengagement, or (b) in any way tortiously interfere with the relationship between the Company 8th Avenue or any such Affiliateof its Subsidiaries, on the one hand, and any officeremployee, director sales representative, broker, customer, supplier, licensor, licensee or employee thereofother material business relation of 0xx Xxxxxx or any of its Subsidiaries, on the other handhand (including by making any disparaging statements or communications about the Investor, (ii) hire (or other similar arrangement) any Person (in any capacity whether as an officer, director, employee or consultant) who is or at any time was an officer, director or employee of the Company 0xx Xxxxxx or any of its Affiliates until six (6) months after such individual’s relationship (whether as an officerSubsidiaries or their respective operations, director officers, managers, directors or employee) with the Company or such Affiliate has ended, or (iii) induce or attempt to induce any customer, supplier, prospect licensee or other business relation of the Company or any of its Affiliates to cease doing business with the Company or such Affiliate, or in any way interfere with the relationship between any such customer, supplier, prospect licensee or business relation, on the one hand, and the Company or any such Affiliate, on the other handinvestors); provided, however, that clauses (i) and (ii) of this Section 7(c) shall a general solicitation, advertisement, posting, or similar job solicitation process or sending employee searches by headhunter/search firms not apply targeting any such Person, including, in each case, any hiring or engagement resulting therefrom to the solicitation extent such hiring or hiring engagement does not involve the chief executive officer of the Grantee’s administrative assistant; providedCompany, further, that none of (A) the Grantee’s acting as a reference for employees, (B) or any generic, nontargeted advertising affiliated directly or indirectly with the Grantee or (C) the Grantee’s good faith and proper performance of his or her duties and responsibilities for the Company and its Affiliates during employment direct reports, shall be deemed not constitute a breach of this Section 7(c). For purposes of 6.8; and provided further, that nothing in this Section 7(c), “Affiliates” 6.8 shall be limited to those Affiliates who are engaged in the same or substantially related business as the Company prevent Post or any of its subsidiaries and Subsidiaries from amending or terminating any agreement or relationship with any customer, vendor, supplier or other Affiliates in which the Companymaterial business relation of Post or any of its Subsidiaries, directly regardless of whether any services or indirectly, owns 20% other aspects of such relationship may be shared with or more passed through to any of the equity interestsCompanies, subject, in any case, to the terms, conditions and obligations of Post and any of its Subsidiaries under the Master Services Agreement.

Non-Solicitation; Non-Hire. During the term of Employee’s employment and for a period of thirty-six (36) months after the Separation Date (the “Non-Compete PeriodSolicitation Expiration”), the Grantee shall Employee will not (without the prior written consent of the Company) solicit, hire, or make any other contact with, directly or indirectly: (i) solicit, induce or attempt to solicit or induce any officer, director or employee customer of the Company or any of its Affiliates subsidiaries, who or which was a customer at any time during the twenty-four months prior to terminate their relationship Employee’s Separation Date, with respect to the provision of any service to any such customer that is the same or leave substantially similar to any offered or provided to such customer by the employ Company or any of its subsidiaries. Employee will not, prior to the Non-Solicitation Expiration, solicit or make any other contact regarding the Company or any of its subsidiaries with any union or similar organization which has a collective bargaining agreement, union contract or similar agreement with the Company or any Subsidiary or affiliate or which is seeking to organize employees of the Company or any Subsidiary, with respect to any employee of the Company or such Affiliate, union’s or in any way interfere similar organization’s relationship or arrangements with the relationship between the Company or any subsidiary; provided, however, that nothing contained herein shall preclude Employee from performing his obligations under the Consulting Agreement; and further provided, however, that nothing contained herein shall preclude Employee from having contact or dealing with any such Affiliateunion or similar organization on behalf of any enterprise that is not engaged in the Company Business, on or for any enterprise that engages in the one handCompany Business but whose principal business is not the Company Business, and if Employee’s involvement is limited to those operations that are not the Company Business. Employee will not, prior to the Non-Solicitation Expiration, solicit, hire, or make any officerother contact with, director directly or employee thereofindirectly, on the other hand, (ii) hire (or other similar arrangement) any Person (in any capacity whether as person who is an officer, director, employee or consultantindependent contractor (including, without limitation, any of the Company’s truck drivers, owner/operators, or affiliate terminal operators, or the employees of fleet owners associated with any affiliate terminal operator) who is or at any time was an officer, director or employee of the Company or any of its Affiliates until six subsidiaries or affiliates as or the Employee’s Separation Date (6) months after such individual’s relationship (whether as an officer, director or employee) with the Company or such Affiliate has ended, or (iii) induce or attempt to induce any customer, supplier, prospect licensee or other business relation of the Company or any of its Affiliates to cease doing business with the Company or such Affiliate, or in any way interfere with the relationship between any such customer, supplier, prospect licensee or business relation, on the one hand, and the Company or any such Affiliate, on the other hand; provided, that clauses (i) and (ii) of this Section 7(c) shall not apply to the solicitation or hiring of the Grantee’s administrative assistant; provided, further, that none of (A) the Grantee’s acting as a reference for employees, (B) any generic, nontargeted advertising affiliated directly or indirectly with the Grantee or (C) the Grantee’s good faith and proper performance of his or her duties and responsibilities for the Company and its Affiliates during employment shall be deemed a breach of this Section 7(c). For purposes of this Section 7(c), “Affiliates” shall be limited to those Affiliates person who are engaged in the same or substantially related business as was employed by the Company or any of its subsidiaries and or affiliates at any time during the three-month period prior to the Employee’s Separation Date) with respect to any employment services or other Affiliates in which the Company, directly or indirectly, owns 20% or more of the equity interestsbusiness relationship.

Non-Solicitation; Non-Hire. During the Non-Compete Period, the Grantee shall not (without the prior written consent of the Company) directly or indirectly: (i) solicit, induce or attempt to solicit or induce any officer, director or employee of the Company or any of its Affiliates to terminate their relationship with or leave the employ of the Company or any such Affiliate, or in any way interfere with the relationship between the Company or any such Affiliate, on the one hand, and any officer, director or employee thereof, on the other hand, (ii) hire (or other similar arrangement) any Person (in any capacity whether as an officer, director, employee or consultant) who is or at any time was an officer, director or employee of the Company or any of its Affiliates until six (6) months after such individual’s relationship (whether as an officer, director or employee) with the Company or such Affiliate has ended, or (iii) induce or attempt to induce any customer, supplier, prospect licensee or other business relation of the Company or any of its Affiliates to cease doing business with the Company or such Affiliate, or in any way interfere with the relationship between any such customer, supplier, prospect licensee or business relation, on the one hand, and the Company or any such Affiliate, on the other hand; provided, that clauses (i) and (ii) of this Section 7(c) shall not apply to the solicitation or hiring of the Grantee’s administrative assistant; provided, further, that none of (A) the Grantee’s acting as a reference for employees, (B) any generic, nontargeted advertising affiliated directly or indirectly with the Grantee or (C) the Grantee’s good faith and proper performance of his or her duties and responsibilities for the Company and its Affiliates during employment his service as a member of the Board shall be deemed a breach of this Section 7(c). For purposes of this Section 7(c), “Affiliates” shall be limited to those Affiliates who are engaged in the same or substantially related business as the Company or any of its subsidiaries and other Affiliates in which the Company, directly or indirectly, owns 20% or more of the equity interests.