Certain Non-Competition Provisions Clause Samples

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...
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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)
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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.
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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 ▇▇▇▇▇ 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 ▇▇▇▇▇ 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...
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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.
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Certain Non-Competition Provisions. 53 7.13 Confidentiality..............................................................................54 7.14 Insurance....................................................................................55 -iv- ARTICLE VIII MISCELLANEOUS.......................................................................................58
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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
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Certain Non-Competition Provisions. 52 7.13 Confidentiality . . . . . . . . . . . . . . . . . . . . . . . . .53 7.14 Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . .54 ARTICLE VIII MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . .58
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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,
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Related to Certain Non-Competition Provisions

  • Confidentiality and Non-Competitions To the Company’s knowledge, no director, officer, key employee or consultant of the Company is subject to any confidentiality, non-disclosure, non-competition agreement or non-solicitation agreement with any employer or prior employer that could reasonably be expected to materially affect his ability to be and act in his respective capacity of the Company or be expected to result in a Material Adverse Change.

  • Confidentiality and Non-Competition To the Company’s knowledge, no director, officer, key employee or consultant of the Company is subject to any confidentiality, non-disclosure, non-competition agreement or non-solicitation agreement with any employer or prior employer that could reasonably be expected to materially affect his ability to be and act in his respective capacity of the Company or be expected to result in a Material Adverse Change.

  • Non-Competition and Non-Solicitation Agreement The Non-Competition and Non-Solicitation Agreement entered into between the Employee and the Company remains in full force and effect and nothing contained herein is intended to amend or modify the provisions of that agreement or any replacements thereof.

  • Non Competition Non Solicitation and Confidentiality The Company and Executive acknowledge and agree that while Executive is employed pursuant to this Agreement, the Company will give Executive access to Confidential Information of the Company and its Affiliates to which Executive did not have access prior to signing this Agreement and which Executive may need and use during such employment, the receipt of which is hereby acknowledged by Executive; Executive will be provided under this Agreement (i) specialized training on how to perform his duties and (ii) contact with the Company’s and its Affiliates’ customers and potential customers. In consideration of all of the foregoing, the Company and Executive agree as follows:

  • Non-Competition and Non-Solicitation Covenants a. The Executive acknowledges that i) he will be employed as a high-level employee in an executive and managerial capacity; ii) his employment with the Company gives him access to confidential and proprietary information concerning the Company; iii) his prior employment with South West gave him access to confidential and proprietary information concerning South West; iv) the agreements and covenants contained in this Section 6 (the "Covenants") are essential to protect the business of the Company and to protect the Company's investment in South West; and v) the Executive is to receive consideration pursuant to this Agreement and the Merger Agreement. b. During the period of the Executive's employment, the Executive agrees that he will not, on behalf of anyone other than the Company, engage in any managerial, executive, sales, or marketing activities related to any business in which the Company is or becomes engaged during the Executive's employment. The Executive acknowledges the competitive nature of the business and the extensive geographic markets served by the Company. The Executive acknowledges that because of his position with the Company his duties will require him to perform, supervise, or assist in performing work throughout the markets served by the Company. The Executive further acknowledges that because of his position with the Company and the broad scope of his duties, he will be in a position to cause substantial harm to the Company were he to compete in the business of the Company or any other business in which the Company is or becomes engaged during Executive's employment in the Company's markets. Given the broad scope of Executive's duties, he acknowledges that the geographic scope of the covenants in this paragraph shall be limited to the continental United States. c. Should the Executive (i) be terminated with or without cause following the first 90 days of this Agreement, or (ii) resign from his employment or otherwise terminate this Agreement at any time, he agrees that for a twelve (12) month period following the termination of his employment with the Company, the Executive shall not hire or solicit any employee of the Company employed at the time of his termination, or encourage any such employee to leave such employment. d. If the Executive commits a material breach of, the Covenants, the Company shall have the rights and remedy (in addition to, and not in lieu of, any other rights and remedies available to the Company at law or in equity) to seek injunctive relief, including permanent injunctions; (ii) to have the Covenants specifically enforced by any court of competent jurisdiction (it being agreed that any breach or threatened breach of the Covenants would cause irreparable injury to the Company and that money damages would not provide an adequate remedy to the Company; and (iii) to cease any severance payments or benefits which the Executive or his eligible dependents may otherwise be due. e. The Executive agrees that the Covenants are necessary for the reasonable and proper protection of the Company and that the Covenants are reasonable in respect of subject matter, length of time, and geographic scope. The Executive further acknowledges that the Covenants will not unreasonably restrict him from earning a livelihood following the termination of his employment with the Company. f. If any court of competent jurisdiction determines that the Covenants, or any part thereof, are invalid or unenforceable, the remainder of the Covenants shall not thereby be affected and shall be given full effect, without regard to the invalid portions. In such event, the court shall have the power (and the parties hereto request the court) to reduce or modify the duration or scope, or any other unenforceable aspect of such provision, as the case may be, and, in its reduced or modified form, enforce such provision to the maximum extent permissible. g. The provisions of this Section 6 so far as they relate to the period after the end of the term of this Agreement shall continue to have effect and shall operate as a separate agreement between the Company and the Executive; provided, however, that the provisions of Section 6 (b) shall terminate.