definiens: shall mean any Person who, on the Closing Date, is actively employed by Seller or who is on short - term disability leave, authorized leave of absence, military service or lay - off with recall rights as of the Closing Date ( such inactive employees shall be offered employment by the Hiring Party as of the date they return to active employment provided that they return to active employment upon the earlier of the expiration of their approved leave of absence or the date that is six months after the Closing Date and they satisfy the Hiring Condition ), but shall exclude any other inactive or former employee, including any individual who has been on long - term disability leave or unauthorized leave of absence or who has terminated his or her employment, retired or died on or before the Closing Date . Any such offers shall be on such terms and conditions as the Hiring Party shall in its sole discretion deem appropriate . The employees who satisfy the Hiring Condition, and accept and commence employment with the Hiring Party are hereinafter 35 SV\470911.1 027743 - 0050 collectively referred to as the ( which tenn shall also be deemed to include the UK Employees ) . Each Seller will not take any action which would impede, hinder, interfere or otherwise compete with the Hiring Party 's effort to hire any Transferred Employees