Common use of Restrictions on Purchaser Clause in Contracts

Restrictions on Purchaser. 27.1 The Purchaser undertakes to each of the Unilever Parents that it shall not, and shall procure that each member of the Purchaser's Group shall not (for so long as it remains such a member), within 18 months of the Completion Date solicit or endeavour to entice away from the employment of any member of the Unilever Group any Senior Unilever Group Employee and shall not intentionally assist any person to do any of the foregoing things, other than: (A) any Senior Unilever Group Employee whose employment with the relevant member of the Unilever Group has then ceased or who has given (or received) notice terminating such employment; (B) any Senior Unilever Group Employee who has responded independently to a published general recruitment advertisement not specifically directed at such Senior Unilever Group Employee; (C) any Senior Unilever Group Employee who has, of his or her own accord, approached any member of the Seller Group in connection with such any Senior Unilever Group Employee being employed by a member of the Seller Group; or (D) as expressly provided for by the provisions of Clause 20 (Employees). 27.2 Each Unilever Parent undertakes to the Purchaser that it shall not, and shall procure that each member of the Unilever Group shall not (for so long as it remains such a member), within eighteen months of the Completion Date, solicit or endeavour to entice away from the employment of any member of the Purchaser’s Group any Senior Purchaser Group Employee and shall not intentionally assist any person to do any of the foregoing things, other than: (A) any Senior Purchaser Group Employee whose employment with the relevant member of the Purchaser’s Group has then ceased or who has given (or received) notice terminating such employment; (B) any Senior Purchaser Group Employee who has responded independently to a published general recruitment advertisement not specifically directed at such Senior Purchaser Group Employee; (C) any Senior Purchaser Group Employee who has, of his or her own accord, approached any member of the Unilever Group in connection with any such Senior Purchaser Group Employee being employed by a member of the Seller Group; or (D) as expressly provided for by the provisions of Clause 20 (Employees).

Appears in 1 contract

Sources: Business and Share Sale and Purchase Agreement (Colgate Palmolive Co)

Restrictions on Purchaser. 27.1 (A) The Purchaser undertakes to each of the Unilever Parents Sellers that it shall not, and shall procure that each member of the Purchaser's Group shall not (for so long as it remains such a member), within 18 months two years of the Completion Date solicit or endeavour to entice away from the employment of any member of the Unilever Sellers' Group any Senior Unilever Sellers' Group Employee and shall not intentionally assist any person to do any of the foregoing things, other than: (Ai) any Senior Unilever Sellers' Group Employee whose employment with the relevant member of the Unilever Sellers' Group has then ceased or who has given (or received) notice terminating such employment; (Bii) any Senior Unilever Sellers' Group Employee who has responded independently responds to a published general any public recruitment advertisement not specifically directed at such Senior Unilever Group Employee; (C) any Senior Unilever Group Employee who has, of his placed by or her own accord, approached any member of the Seller Group in connection with such any Senior Unilever Group Employee being employed by a member of the Seller Group; or (D) as expressly provided for by the provisions of Clause 20 (Employees). 27.2 Each Unilever Parent undertakes to the Purchaser that it shall not, and shall procure that each member of the Unilever Group shall not (for so long as it remains such a member), within eighteen months of the Completion Date, solicit or endeavour to entice away from the employment on behalf of any member of the Purchaser’s Group any Senior Purchaser Group Employee 's Group; and (iii) in accordance with Clause 17(P). and shall not intentionally assist any person to do any of the foregoing things, other than:. (AB) any Senior The Purchaser Group Employee whose employment with undertakes to each of the relevant Sellers that it shall not, and shall procure that each other member of the Purchaser’s 's Group has then ceased shall not (for so long as it remains such a member) within six months after the Completion Date develop, manufacture, market or who has given (distribute any Restricted Products, provided that such restriction on the Purchaser's Group shall not apply to the extent that the Purchaser can adduce reasonable evidence that the technology or received) notice terminating such employment;know-how incorporated in the relevant Restricted Product was: (Bi) any Senior Purchaser Group Employee who has responded independently to a published general recruitment advertisement not specifically directed at such Senior Purchaser Group Employee; (C) any Senior Purchaser Group Employee who has, Completion already in the public domain or comes into the public domain through no fault of his or her own accord, approached any member of the Unilever Purchaser's Group in connection with any such Senior Purchaser Group Employee being employed or its agents; (ii) independently discovered or invented prior to Completion by a member of the Seller Purchaser's Group; or (Diii) lawfully received by any member of the Purchaser's Group from some source other than directly or indirectly from a member of the Seller's Group, and so far as expressly provided for by the provisions Purchaser is aware such source did not owe a duty of Clause 20 (Employees).confidentiality to a member of the Sellers' Group in respect thereof that would prohibit disclosure to that member of the Purchaser's Group. 60 60

Appears in 1 contract

Sources: Business and Share Sale and Purchase Agreement (Campbell Soup Co)