Covenant Not to Compete; No Solicitation. (a) For a period of five years after the Closing Date, the Selling Companies shall not, and shall cause their affiliates not to, directly or indirectly: (i) engage in the Dearborn Business in those countries where the Dearborn Business currently operates, or in the development, registration, formulation, sale or distribution of any products primarily directed to a market that competes with the Dearborn Business as currently conducted including, without limitation, products that are the result of discoveries or development by the Grace Group after the Closing Date or (ii) invest in, manage, operate, join or control as a partner, stockholder, consultant or otherwise, any Person that competes with the Dearborn Business in any jurisdiction where the Dearborn Business is currently conducted (a "Buyer Competitive Business"); provided, however, that nothing in this Section 8.8 shall prohibit the Selling Companies, or their affiliates, from owning up to 5% of the outstanding voting securities of any publicly traded entity; provided, further, that nothing in this Section 8.8 shall prohibit the Selling Companies, or their affiliates, from acquiring a Buyer Competitive Business as an incidental part of an acquisition (by joint venture, merger or other) of the assets of, or the majority of voting interests in, another Person (a "Target Business") if the worldwide sales of the Target Business from the Buyer Competitive Business are not in excess of 30% of the worldwide sales of the Target Business in the fiscal year of the Target Business, for reporting purposes, preceding such acquisition. In the event the Selling Companies, or their affiliates, acquire a Buyer Competitive Business pursuant to the second proviso in the preceding sentence and the worldwide sales of the Buyer Competitive Business are either in excess of 10% of the worldwide sales of the Target Business or in excess of US $50 million in such fiscal year, the Selling Companies shall thereafter divest such Buyer Competitive Business within a reasonable period of time by way of auction or other competitive bidding process, negotiation, sale or such other manner or divestiture as the Selling Companies shall deem appropriate.
(b) For a period of two years after the Closing Date, the Selling Companies shall not, and shall cause their affiliates not to, solicit to employ any of the employees of the Dearborn Business so long as they are employed by the Dearborn Business.
(c) If any provisions contained in this S...
Covenant Not to Compete; No Solicitation. If the Executive has not terminated his employment for Good Reason under either section 1.2(iv) or (v) hereof, the provisions of this section 2.2 shall apply. The Executive agrees that for a period of twenty-four (24) months after the termination of his employment for any reason, including the expiration of a term of employment under the Executive's Employment Agreement, the Executive will not, without the written consent of the Chief Executive Officer of the Company, directly or indirectly engage in any commercial activity that competes with the business of the Company. Competitive activities shall include, but are not limited to, engaging in activities or services for a competitor of the Company in the test and measurement industry that are reasonably related to (i) services which the Executive has provided to or for the Company, (ii) current or prospective products with respect to which the Executive has worked as an employee of the Company, or (iii) current or prospective services or products with respect to which the Executive has Confidential Information. A competitor of the Company shall mean any person or organization engaged in a competing business (a "Competing Business"). The Executive also shall not, during such period, solicit for the account of any Competing Business, any customer or client of the Company or its affiliates, or, in the event of the Executive's termination of his employment, any entity or individual that was such a customer or client during the twenty-four (24) month period immediately preceding the Executive's termination of employment. The Executive agrees that, during the Term and for a period of twenty-four (24) months following the date of termination of the Executive's employment, he shall not, directly or indirectly, solicit, employ or cause to be solicited or employed in any capacity, or solicit, retain or cause to be retained as a consultant, any person who was employed by the Company at any time during the six (6) month period ending on the date of termination of Executive's employment.
Covenant Not to Compete; No Solicitation. (a) Employee acknowledges and recognizes the highly competitive nature of Employer's business and, in consideration of the payment by Employer to Employee of amounts that may hereafter be paid to Employee pursuant to Sections 7.1 and 8.4(d) hereof, Employee agrees that during the period (the "Covered Time") beginning on the Date of Termination and ending (i) if Employee's employment is terminated for any reason other than pursuant to Section 6.1(d) hereof, on the second anniversary of the Date of Termination or (ii) if Employee's employment is terminated pursuant to Section 6.1(d) hereof and subject to Section 8.4(d) hereof, on the earlier of (A) the first anniversary of the Date of Termination or (B) the last day of the Period of Employment remaining under Section 1 hereof immediately prior to the Date of Termination, Employee will not compete with the business of Employer, which means that Employee will not engage, directly or indirectly, in the "Covered Business" (as
Covenant Not to Compete; No Solicitation. (a) Employee acknowledges and recognizes the highly competitive nature of Employer's business and, in consideration of the payment by Employer to Employee of amounts that may hereafter be paid to Employee pursuant to Sections 7.1 and
Covenant Not to Compete; No Solicitation. If the Executive has not terminated his employment for Good Reason under either section 1.2(iv) or (v) hereof, the provisions of this section 2.2 shall apply. The Executive agrees that for a period of twelve (12) months after the termination of his employment for any reason, the Executive will not, without the written consent of the Chief Executive Officer of the Company, directly or indirectly engage in any commercial activity that competes with the business of the Company. Competitive activities shall include, but are not limited to, engaging in activities or services for a competitor of the Company in the test and measurement industry that are reasonably related to (i) services which the Executive has provided to or for the Company, (ii) current or prospective products with respect to which the Executive has worked as an employee of the Company, or (iii) current or prospective services or products with respect to which the Executive has Confidential Information. A competitor of the Company shall mean any person or organization engaged in a competing business (a "Competing Business"). The Executive also shall not, during such period, solicit for the account of any Competing Business, any customer or client of the Company or its affiliates, or, in the event of the Executive's termination of his employment, any entity or individual that was such a customer or client during the twelve (12) month period immediately preceding the Executive's termination of employment. The Executive agrees that, during the Term and for a period of twelve (12) months following the date of termination of the Executive's employment, he shall not, directly or indirectly, solicit, employ or cause to be solicited or employed in any capacity, or solicit, retain or cause to be retained as a consultant, any person who was employed by the Company at any time during the six (6) month period ending on the date of termination of Executive's employment.
Covenant Not to Compete; No Solicitation. (a) Employee acknowledges and recognizes the highly competitive nature of Employer's business and, in consideration of the payment by Employer to Employee of amounts that my hereafter be paid to Employee pursuant to Sections 7.1 and 8.4(d) hereof, Employee agrees that, provided he receives the applicable payments provided for in Section 7.1 and 8.4(d) hereof, during the period (the "Covered Time") beginning on the Date of Termination and ending (i) if Employee's employment is terminated for any reason other than pursuant to Section 6.1(d) hereof, on the second
Covenant Not to Compete; No Solicitation. In addition to any limitation on competition contained in any employment agreement that Xx. Xxxxxxx may enter into with Parent, during that period of time (the "Term") beginning on the date hereof and ending on October 19, 2001, other than pursuant to an employment agreement with Parent, Xx. Xxxxxxx shall not, in the Continental United States, directly or indirectly engage in the following businesses: (i) workover rig services, including completion of new xxxxx, maintenance and recompletion of existing xxxxx (including horizontal recompletions) and plugging and abandonment of xxxxx at the end of their useful lives; (ii) liquid services, including vacuum truck services, frac tank rental and salt water injection; and/or (iii) production services, including well test analysis, pipe testing, slickline wireline services and fishing and rental tool services. Without limiting the generality of the foregoing, Xx. Xxxxxxx shall not interfere with the business or accounts of Parent and its subsidiaries and affiliates, including the making of any statements or comments of a defamatory or disparaging nature to third parties regarding Parent or its subsidiaries or affiliates or their respective officers, directors, personnel, products or services. Xx. Xxxxxxx agrees that during the Term, he will not hire or solicit to hire, directly or indirectly, any employee of Parent or its subsidiaries or affiliates, or otherwise solicit, directly or indirectly, any employee of Parent or its subsidiaries or affiliates to leave the employ of Parent or its subsidiaries or affiliates.
Covenant Not to Compete; No Solicitation. (a) Employee acknowledges and recognizes the highly competitive nature of Employer's business and, in consideration of the payment by Employer to Employee of amounts that may hereafter be paid to Employee pursuant to Sections 5.1 and 6.4(d) hereof, Employee agrees that during the period (the "Covered Time") beginning on the Date of Termination and ending (i) if Employee's employment is terminated for any reason other than pursuant to Section
Covenant Not to Compete; No Solicitation. (a) Employee acknowledges and recognizes the highly competitive nature of Employer's business and, in consideration of the payment by Employer to Employee of amounts that may hereafter be paid to Employee pursuant to Sections 7.1 and 8.4(d) hereof, Employee agrees that during the period (the "Covered Time") beginning on the Date of Termination and ending (i) if Employee's employment is terminated for any reason other than pursuant to Section 6.1(d) hereof, on the second anniversary of the Date of Termination or (ii) if Employee's employment is terminated pursuant to Section 6.1(d) hereof and subject to Section 8.4(d) hereof, on the earlier of (A) the first anniversary of the Date of Termination or (B) the last day of the Period of Employment remaining under Section 1 hereof immediately prior to the Date of Termination, Employee will not compete with the business of Employer, which means that Employee will not engage, directly or indirectly, in the "Covered Business" (as hereinafter defined) in any state of the United States of America in which the Employer is conducting business or proposes to conduct business as of the Date of Termination and any states contiguous therewith (these areas are hereinafter collectively referred to as the "Covered Area"). For purposes of this Agreement, (i) "Covered Business" shall mean the renting and selling of the following types of equipment (and parts and supplies for such equipment): high-reach booms, forklifts, tractors, dump trucks, air compressors and high- reach scissor lifts, and small tools such as electrical generators, power saws and hand tools; and (ii) the phrase "engage, directly or indirectly" shall mean engaging directly or having an interest, directly or indirectly, as owner, partner, shareholder, independent contractor, capital investor, lender, renderer of consultation services or advice or otherwise (other than as the holder of less than 2% of the outstanding stock of a publicly-traded corporation), either alone or in association with others, in the operation of any aspect of any type of business or enterprise engaged in any aspect of the Covered Business. Employee shall be deemed engaged in business in the Covered Area if his place of business is located in the Covered Area or if he solicits customers located anywhere in, or delivers products anywhere in, the Covered Area.
Covenant Not to Compete; No Solicitation. (a) Employee acknowledges and recognizes the highly competitive nature of Employer's business and, in consideration of the payment by Employer to Employee of amounts that may hereafter be paid to Employee pursuant to Sections 7.1 and 8.4(d) hereof, Employee agrees that for a period equal to the lesser of (i) two years after the Date of Termination of Employee's employment under this Agreement, and (ii) the Period of Employment remaining under Section 1 hereof immediately prior to the Date of Termination of Employee's employment under this Agreement (the "Covered Time"), which may be extended in certain circumstances pursuant to Section 8.4(d) below, Employee will not compete with the business of Employer, which means that Employee will not engage, directly or indirectly, in the "Covered Business" (as hereinafter defined) in the United States of America, Canada, Mexico or any territories, possessions or dependencies of such countries (these areas are hereinafter collectively referred to as the "Covered Area"). For purposes of this Agreement, (a) "Covered Business" shall mean the sale, whether at retail, wholesale or so-called "discount," of any records, compact discs, digital audio tapes, cassette tapes, videotapes, laser discs or other formats available for the reproduction of audio or video programming; and (b) the phrase "engage, directly or indirectly" shall mean engaging directly or having an interest, directly or indirectly, as owner, partner, shareholder, independent contractor, capital investor, lender, renderer of consultation services or advice or otherwise (other than as the holder of less than 2% of the outstanding stock of a publicly-traded corporation), either alone or in association with others, in the operation of any aspect of any type of business or enterprise engaged in any aspect of the Covered Business. Employee shall be deemed engaged in business in the Covered Area if his place of business is located in the Covered Area or if he or his business solicits customers located anywhere in, or delivers products anywhere in, the Covered Area. If Employee's employment is terminated either pursuant to Section 6.1(c) or 6.2(b) hereof, Employee acknowledges that he shall not be entitled to receive any Continuation Payments or Continuation Benefits pursuant to Section 7.1(c) hereof during the Covered Time. In recognition of this fact, Employer hereby agrees that the definition of "Covered Business" for purposes of construing the covenant set forth...
