Certain Non-Competition Provisions. (a) As an essential consideration for the obligations of Pride under this Agreement, including obligations in connection with any Prior Transfers and the Separation, and in contemplation of the disposition by Pride of shares of Seahawk Common Stock in the Distribution, Seahawk hereby agrees that until the third anniversary of the Distribution Date, Seahawk shall not, and it shall cause its Affiliates not to, own, charter, lease, manage or operate any rig with a water depth rating of more than 500 feet (“Restricted Rigs”). The foregoing restriction shall not apply to or otherwise prohibit the acquisition of any Person, business or division thereof, whether by stock transaction, asset transaction, merger or otherwise, as long as (i) any Restricted Rigs so acquired (the “Acquired Restricted Rigs”) do not account for the production of more than 25% of the total revenues of the acquired Person, business or division thereof for the most recent four completed fiscal quarters (on an actual basis unless any acquisitions have been consummated by such acquired Person, business or division during such four-quarter period, in which case the calculation shall be made on a pro forma basis), and (ii) within nine months of the date of acquisition, Seahawk divests (subject to paragraph (b) below) each Acquired Restricted Rig.
(b) Before Seahawk may divest any Acquired Restricted Rig pursuant to paragraph (a) above to a purchaser who has made a binding definitive offer to purchase such Acquired Restricted Rig, Seahawk shall first notify Pride of the identity of the proposed purchaser and provide a description of the Acquired Restricted Rig and the price and terms of the binding definitive offer, and copies of all relevant documentation for the proposed sale. Pride shall thereupon have the right (but not the obligation) to purchase the Acquired Restricted Rig at the purchase price and on the terms of sale offered by the proposed purchaser; provided, that if any portion of the consideration proposed to be paid by the proposed purchaser shall be noncash, Pride shall have the right at its option to pay the fair market value in cash of such noncash consideration. Pride may exercise its right to purchase an Acquired Restricted Rig by giving notice to Seahawk within 30 days following receipt of the notice from Seahawk, and the sale pursuant to such exercise shall be consummated within 60 days of Pride’s giving of such notice of exercise. If Pride does not exercise its right to purc...
Certain Non-Competition Provisions. (a) As an essential consideration for the obligations of the other Parties under this Agreement, including obligations in connection with the transactions contemplated in the Restructuring Steps Memorandum, and in contemplation of the consummation of the Internal Distribution and the External Distribution, each of RemainCo and SpinCo hereby agrees that, from the date hereof until the third anniversary of the Distribution Date (the “Non-Compete Period”), such party shall not, and it shall cause each other member of its respective Group not to, engage in any Prohibited Business. “Prohibited Business” means (i) with respect to any member of the RemainCo Group, the “contract operations” business conducted outside of the United States, the “aftermarket services” business conducted outside of the United States and the “product sales” business conducted inside or outside of the United States (as such terms are described in the Information Statement) and (ii) with respect to any member of the SpinCo Group, (A) the use of natural gas compression equipment and crude oil and natural gas production and processing equipment to provide operations services to customers in the United States and (B) the sale of parts and components, and the provision of operations, maintenance, overhaul and reconfiguration services, to customers with respect to compression, production, processing, treating and other equipment located in the United States; provided, however, that for purposes of determining whether a party may be deemed to have engaged in a Prohibited Business as a result of the sale of parts, the ultimate destination of such parts, to the parties’ knowledge after normal course inquiry, shall prevail in determining whether such business was conducted within or outside of the United States; provided, further, that nothing in this Section 9.3(a) shall prohibit (w) SpinCo from providing make-ready services or installation, commissioning or warranty services in connection with the permitted provision of aftermarket services in the United States pursuant to clause (y)(1) below, (x) RemainCo from manufacturing, holding or selling generator sets, (y)
Certain Non-Competition Provisions. (a) As an essential consideration for the obligations of the Parties under this Agreement, and in contemplation of the consummation of the Separation and the Distribution, each of Trinity and Arcosa hereby agrees that, from the date hereof until the fifth (5th) anniversary of the Distribution Date (the "Non-Compete Period"), such party shall not, and it shall cause each other member of its respective Group not to, directly or indirectly own, invest in, operate, manage, control, participate or engage in any Prohibited Business. "Prohibited Business" means (i) with respect to any member of the Trinity Group, the Arcosa Business as conducted immediately following the Effective Time; and (ii) with respect to any member of the Arcosa Group, the Trinity Business as conducted immediately following the Effective Time; provided, that nothing in this Section 5.4 shall prohibit the ownership by Trinity or Arcosa, as the case may be, or any member of its Group, of debt, equity or other class of securities of any Person that owns, invests in, operates, manages, controls, participates or engages directly or indirectly in a Prohibited Business, provided ownership of such securities (either directly, indirectly or upon conversion) is less than five percent (5%) of such class of securities of such Person. Nothing in this Section 5.4 shall prohibit the Arcosa Group or the Trinity Group from manufacturing, selling or distributing rail car parts and components except as provided on Schedule 5.4. Also, nothing in this Section 5.4 shall prohibit the Arcosa Group from manufacturing and selling in Mexico products of the type roll formed manufactured by the Formet business division of Trinity Industries de Mexico prior to the Effective Time. During the Non-Compete Period, without the prior written consent of Trinity, the Arcosa Group shall not enter into a merger, acquisition, consolidation or other business combination with another Person that engages in manufacturing and selling products of the type roll formed manufactured by the Formet business division of Trinity Industries de Mexico prior to the Effective Time.
Certain Non-Competition Provisions. (a) As an essential consideration for the obligations of the Parties under this Agreement, and in contemplation of the consummation of the Separation and the Distribution, ATMCo hereby agrees that, from the date hereof until the third (3rd) anniversary of the Distribution Date (the “Non-Compete Period”), it shall not, and it shall cause each other member of its Group not to, directly or indirectly own, invest in, operate, manage, control, participate or engage in any Prohibited ATMCo Business. “Prohibited ATMCo Business” means the NCR Business and the activities set forth on Schedule 5.3(a); provided that nothing in this Section 5.3 shall prohibit the ownership by ATMCo or any member of its Group, of debt, equity or other class of securities of any Person that owns, invests in, operates, manages, controls, participates or engages directly or indirectly in a Prohibited ATMCo Business, provided ownership of such securities (either directly, indirectly or upon conversion) is less than ten percent (10%) of such class of securities of such Person; provided, further, that “Prohibited ATMCo Business” shall not include ATMCo’s performance of its obligations under any of the Continuing Arrangements set forth on Schedule 1.1(46) or under any of the Ancillary Agreements, solely to the extent in accordance therewith.
Certain Non-Competition Provisions. (a) As an essential consideration for the obligations of Transocean Holdings and Transocean under this Agreement, including obligations in connection with any Prior Transfers and the Separation, and in contemplation of the disposition by Transocean and Transocean Holdings of shares of TODCO Common Stock in the IPO, TODCO hereby agrees that for so long as the Transocean Group beneficially owns shares representing a majority of the voting power of all of the outstanding shares of TODCO Voting Stock, TODCO shall not, and it shall cause its Affiliates not to, engage in the following businesses and activities: (i) any offshore (including marine areas in which swamp drilling barges operate) contract drilling, workover, production or similar services for oil and gas wells using any type of drilling unit in any geographic location, incxxxxxg without limitation the following areas: offshore North America (including without limitation the Gulf of Mexico), offshore South America, offshore Europe (including without limitation the North Sea), offshore Africa, offshore Middle East (including without limitation the Mediterranean Sea, the Red Sea and the Persian Gulf), offshore India, offshore Asia (including without limitation Southeast Asia), offshore Australia and the Caspian Sea and (ii) without limiting the generality of the foregoing clause (i), the ownership, charter, lease, management or operation of any rigs or other equipment or assets used to provide the services, and conduct the business and activities, described above in clause (i); provided however, that this Section 7.12(a) shall not restrict TODCO and its Affiliates from engaging in any of the following businesses and activities: (A) contract drilling, workover, production or similar services for oil and gas wells using jackup, barge, platform or land rigs in the following geoxxxxxic locations: U.S. onshore, U.S. inland water, U.S. Gulf of Mexico and offshore or onshore Mexico, Trinidad, Venezuela or Colombia and (B) without limiting the generality of the foregoing clause (A), the ownership, charter, lease, management or operation of the drilling units described above in clause (A) used to provide the services, and conduct the business and activities, described above in clause (A).
(b) It is the intention of each of the parties hereto that if any of the restrictions or covenants contained in this Section 7.12 is held by a court of competent jurisdiction to cover a geographic area or to be for a length of t...
Certain Non-Competition Provisions. 52 7.13 Confidentiality . . . . . . . . . . . . . . . . . . . . . . . . .53 7.14 Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . .54 ARTICLE VIII MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . .58
Certain Non-Competition Provisions. (a) As an essential consideration for the obligations of Transocean Holdings and Transocean under this Agreement, including obligations in connection with any Prior Transfers and the Separation, and in contemplation of the disposition by Transocean and Transocean Holdings of shares of TODCO Common Stock in the IPO, TODCO hereby agrees that for so long as the Transocean Group beneficially owns shares representing a majority of the voting power of all of the outstanding shares of TODCO Voting Stock, TODCO shall not, and it shall cause its Affiliates not to, engage in the following businesses and activities: (i) any offshore (including marine areas in which swamp drilling barges operate) contract drilling, workover, production or similar services for oil and gas xxxxx using any type of drilling unit in any geographic location, including without limitation the following areas: offshore North America (including without limitation the Gulf of Mexico), offshore South America, offshore Europe
(A) contract drilling, workover, production or similar services for oil and gas xxxxx using jackup, barge, platform or land rigs in the following geographic locations: U.S. onshore, U.S. inland water, U.S. Gulf of Mexico and offshore or onshore Mexico, Trinidad, Venezuela or Colombia and (B) without limiting the generality of the foregoing clause (A), the ownership, charter, lease, management or operation of the drilling units described above in clause (A) used to provide the services, and conduct the business and activities, described above in clause (A).
(b) It is the intention of each of the parties hereto that if any of the restrictions or covenants contained in this Section 7.12 is held by a court of competent jurisdiction to cover a geographic area or to be for a length of time that is not permitted by Law, or is in any way construed by a court of competent jurisdiction to be too broad or to any extent invalid, such provision shall not be construed to be null, void and of no effect, but to the extent such provision would be valid or enforceable under Law, a court of competent jurisdiction shall construe and interpret or reform this Section 7.12 to provide for a covenant having the maximum enforceable geographic area, time period and other provisions (not greater than those contained in this Section 7.12) as shall be valid and enforceable under such Law. TODCO acknowledges that any breach of the terms, conditions or covenants set forth in this Section 7.12 shall be compe...
Certain Non-Competition Provisions. Section 9.3(a) of the Agreement is hereby amended and restated in its entirety as follows:
(a) As an essential consideration for the obligations of the other Parties under this Agreement, including obligations in connection with the transactions contemplated in the Restructuring Steps Memorandum, and in contemplation of the consummation of the Internal Distribution and the External Distribution, each of RemainCo and SpinCo hereby agrees that, from the date hereof until the third anniversary of the Distribution Date (the “Non-Compete Period”), such party shall not, and it shall cause each other member of its respective Group not to, engage in any Prohibited Business. “Prohibited Business” means (i) with respect to any member of the RemainCo Group, the “contract operations” business conducted outside of the United States, the “aftermarket services” business conducted outside of the United States and the “product sales” business conducted inside or outside of the United States (as such terms are described in the Information Statement) and (ii) with respect to any member of the SpinCo Group, (A) the use of natural gas compression equipment and crude oil and natural gas production and processing equipment to provide operations services to customers in the United States and (B) the sale of parts and components, and the provision of operations, maintenance, overhaul and reconfiguration services, to customers with respect to compression, production, processing, treating and other equipment located in the United States; provided, however, that for purposes of determining whether
Certain Non-Competition Provisions. (a) As an essential consideration for the obligations of the other Parties under this Agreement, including obligations in connection with the transactions contemplated in the Restructuring Steps Memorandum, and in contemplation of the consummation of the Internal Distribution and the External Distribution, each of RemainCo and SpinCo hereby agrees that, from the date hereof until the third anniversary of the Distribution Date (the “Non-Compete Period”), such party shall not, and it shall cause each other member of its respective Group not to, engage in any Prohibited Business. “Prohibited Business” means (i) with respect to any member of the RemainCo Group, the “contract operations” business conducted outside of the United States, the “aftermarket services” business conducted outside of the United States and the “product sales” business conducted inside or outside of the United States (as such terms are described in the Information Statement) and (ii) with respect to any member of the SpinCo Group, (A) the use of natural gas compression equipment and crude oil and natural gas production and processing equipment to provide operations services to customers in the United States and (B) the sale of parts and components, and the provision of operations, maintenance,
Certain Non-Competition Provisions. 53 7.13 Confidentiality..............................................................................54 7.14 Insurance....................................................................................55 -iv- ARTICLE VIII MISCELLANEOUS.......................................................................................58
