Common use of Covenant Not to Compete; Non-Interference Clause in Contracts

Covenant Not to Compete; Non-Interference. MESA covenants and undertakes that, during the Term of this Agreement and until one (1) year after the final day MESA provides services to NewCo or HRVE, it will not, without the prior written consent of HRVE and NewCo, directly or indirectly, and whether as principal, agent, officer, director, employee, consultant, or otherwise, alone or in association with any other person, firm, corporation, or other business organization, carry on, or be engaged, concerned, or take part in, or render services to, or own, share in the earnings of, or invest in the stock, bonds, or other securities of any person, firm, corporation, or other business organization (other than HRVE, NewCo or its affiliates, if any) engaged in a business in the same geographic market in which HRVE or NewCo conduct their respective business which is directly similar to or in competition with any of the businesses carried on by HRVE or NewCo (a "Similar Business") except in the course of their services hereunder and except for securities owned by MESA as of the date hereof being held by MESA for investment purposes only; provided, however, that MESA may invest in stock, bonds, or other securities of any Similar Business (but without otherwise participating in the activities of such Similar Business) if (i) such stock, bonds, or other securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934; and (ii) its investment does not exceed, in the case of any class of the capital stock of any one issuer, three (3%) percent of the issued and outstanding shares, or in the case of bonds or other securities, three (3%) percent of the aggregate principal amount thereof issued and outstanding. MESA covenants and undertakes that during the Term of this Agreement and for a period of two (2) years after the final day MESA provides services to HRVE or NewCo, it will not, whether for its own account or for the account of any other person, firm, corporation or other business organization, interfere with HRVE or NewCo's relationship with, or endeavor to entice away from HRVE or NewCo, any person, firm, corporation or other business organization who, or which at any time during the period this Agreement is in effect, was a consultant, agent, employee, officer, director, supplier, or a customer of, or in the habit of dealing with, HRVE or NewCo. If any provision of this Section 15 is held by any court of competent jurisdiction to be unenforceable because of the scope, duration or area of applicability, such provision shall be deemed modified to the extent the court modifies the scope, duration or area of applicability of such provision to make it enforceable.

Covenant Not to Compete; Non-Interference. MESA 7.2.1 The Executive covenants and undertakes that, during the Term period of this Agreement his employment hereunder and until one for a period of two (12) year after the final day MESA provides services to NewCo or HRVEyears hereafter, it he will not, without the prior written consent of HRVE and NewCothe Company, directly or indirectly, and whether as principal, agent, officer, director, employee, consultant, or otherwise, alone or in association with any other person, firm, corporation, or other business organization, carry on, or be engaged, concerned, or take part in, or render services to, or own, share in the earnings of, or invest in the stock, bonds, or other securities of any person, firm, corporation, or other business organization (other than HRVE, NewCo the Company or its affiliates, if any) engaged in a business located in the same geographic market in which HRVE or NewCo conduct their respective business New York metropolitan area which is directly similar to or in competition with any of the businesses carried on by HRVE or NewCo the Company (a "Similar Business") except in the course of their services hereunder and except for securities owned by MESA as of the date hereof being held by MESA for investment purposes onlyhis employment hereunder; provided, however, that MESA the Executive may invest in stock, bonds, or other securities of any Similar Business (but without otherwise participating in the activities of such Similar Business) if (i) such stock, bonds, or other securities are listed on any national or regional securities exchange or have been registered under Section 12(g12 (g) of the Securities Exchange Act of 1934; and (ii) its his investment does not exceed, in the case of any class of the capital stock of any one issuer, three two (32%) percent of the issued and outstanding shares, or in the case of bonds or other securities, three five (35%) percent of the aggregate principal amount thereof issued and outstanding. MESA . 7.2.2 The Executive covenants and undertakes that during the Term period of this Agreement his employment hereunder and for a period of two (2) years after the final day MESA provides services to HRVE or NewCo, it thereafter will not, whether for its his own account or for the account of any other person, firm, corporation or other business organization, interfere with HRVE or NewCothe Company's relationship with, or endeavor to entice away from HRVE or NewCothe Company, any person, firm, corporation or other business organization who, who or which at any time during the period this Agreement is in effectterm of the Executive's employment with the Company was an employee, was a consultant, agent, employee, officer, director, supplier, or a customer of, or in the habit of dealing with, HRVE or NewCo. the Company. 7.2.3 If any provision of this Section 15 Article 7.2 is held by any court of competent jurisdiction to be unenforceable because of the scope, duration or area of applicability, such provision shall be deemed modified to the extent the court modifies the scope, duration or area of applicability of such provision to make it enforceable.

Covenant Not to Compete; Non-Interference. MESA 6.2.1 The Executive covenants and undertakes that, during the Term period of this Agreement her employment hereunder and until for a period of one (1) year after the final day MESA provides services to NewCo or HRVEthereafter, it she will not, without the prior written consent of HRVE and NewCothe Company, directly or indirectly, and whether as principal, agent, officer, director, employee, consultant, or otherwise, alone or in association with any other person, firm, corporation, or other business organization, carry on, or be engaged, concerned, or take part in, or render services to, or own, share in the earnings of, or invest in the stock, bonds, or other securities of any person, firm, corporation, or other business organization (other than HRVE, NewCo the Company or its affiliates, if any) engaged in a the business in of distributing, manufacturing or assembling embroidery equipment or software for the same geographic market in which HRVE embroidery industry or NewCo conduct their respective business which is directly similar to or in competition with any of the businesses carried on by HRVE or NewCo providing retail embroidery services (a "Similar Business") throughout the United States ("Territory") except in the course of their services hereunder and except for securities owned by MESA as of the date hereof being held by MESA for investment purposes onlyher employment hereunder; provided, however, that MESA the Executive may invest in stock, bonds, or other securities of any Similar Business (but without otherwise participating in the activities of such Similar Business) if (i) such stock, bonds, or other securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934; and (ii) its her investment does not exceed, in the case of any class of the capital stock of any one issuer, three (3%) percent 2% of the issued and outstanding shares, or in the case of bonds or other securities, three (3%) percent 2% of the aggregate principal amount thereof issued and outstanding. MESA . 6.2.2 The Executive covenants and undertakes that during the Term period of this Agreement her employment hereunder and for a period of two one (21) years after year thereafter she will not in the final day MESA provides services to HRVE or NewCo, it will notTerritory, whether for its her own account or for the account of any other person, firm, corporation or other business organization, interfere with HRVE or NewCothe Company's relationship with, or endeavor to entice away from HRVE or NewCothe Company, any person, firm, corporation or other business organization who, who or which at any time during the period this Agreement is in effectterm of the Executive's employment with the Company was an employee, was a consultant, agent, employee, officer, director, supplier, supplier or a customer of, or in of the habit of dealing with, HRVE or NewCo. Company. 6.2.3 If any provision of this Section 15 Article 6.2 is held by any court of competent jurisdiction to be unenforceable because of the scope, duration or area of applicability, such provision shall be deemed modified to the extent the court modifies the scope, duration or area of applicability of such provision to make it enforceable.

Covenant Not to Compete; Non-Interference. MESA 7.1 The Employee covenants and undertakes agrees that, during the Term Employment Period hereunder and should the Company terminate Employee's employment hereunder pursuant to Sections 5.3(a) or (b), or should Employee voluntarily terminate his employment hereunder for other than Good Reason, for a period of eighteen (18) months after the later of (a) the expiration or termination of this Agreement and until one or (1b) year after the final day MESA provides services to NewCo expiration or HRVEtermination of the Severance Period, it Employee will not, without the prior written consent of HRVE and NewCothe Company, directly or indirectly, and whether as principal, principal or as agent, officer, director, employee, consultant, or otherwise, alone or in association with any other person, firm, corporation, or other business organization, carry on, or be engaged, concerned, or take part in, or render services to, or own, share in the earnings of, or invest in in, the stock, bonds, or other securities of any person, firm, corporation, or other business organization (other than HRVE, NewCo the Company or its affiliates, if any) engaged in a business in the same geographic market in which HRVE or NewCo conduct their respective business which is directly similar to or in competition with any of the material businesses carried on by HRVE or NewCo the Company (a "Similar Business") ), except in the course of their services hereunder and except for securities owned by MESA as of the date hereof being held by MESA for investment purposes onlyhis employment hereunder; provided, however, that MESA the Employee may invest in stock, bonds, or other securities of any Similar Business (but without otherwise participating in the activities of such Similar Business) if (iA) such stock, bonds, or other securities are listed on any national or regional securities exchange or have been registered under Section 12(g12 (g) of the Securities Exchange Act of 1934; and (iiB) its his investment does not exceed, in the case of any class of the capital stock of any one issuer, three two (32%) percent of the issued and outstanding shares, or in the case of bonds or other securities, three two (32%) percent of the aggregate principal amount thereof issued and outstanding. MESA . 7.2 The Employee covenants and undertakes that during the Term of this Agreement Employment Period and for a period of two three (23) years after the final day MESA provides services to HRVE later of (a) the expiration or NewCotermination of this Agreement, it or (b) the expiration or termination of the Severance Period, he will not, whether for its his own account or for the account of any other person, firm, corporation or other business organization, interfere with HRVE or NewCothe Company's relationship with, or endeavor to entice away from HRVE or NewCo, the Company any person, firm, corporation or other business organization who, who or which at any time during the period this Agreement is in effectEmployee's employment with the Company was an employee, was a consultant, agent, employee, officer, director, supplier, or a customer of, of the Company or in the habit of dealing with, HRVE with the Company or NewCo. If any provision of this Section 15 is held by any court of competent jurisdiction to be unenforceable because of the scope, duration or area of applicability, such provision shall be deemed modified to the extent the court modifies the scope, duration or area of applicability of such provision to make it enforceableits affiliates.

Covenant Not to Compete; Non-Interference. MESA 7.1 The Employee covenants and undertakes that, during the Term Employment Period hereunder and should the Company terminate Employee's employment hereunder pursuant to Sections 5.2 (a) or (b), or should Employee voluntarily terminate his employment hereunder for other than Good Reason, for a period of this Agreement and until one (1) year after the final day MESA provides services to NewCo or HRVESeverance Period, it Employee will not, without the prior written consent of HRVE and NewCothe Company, directly or indirectly, and whether as principal, principal or as agent, officer, director, employee, consultant, or otherwise, alone or in association with any other person, firm, corporation, or other business organization, carry on, or be engaged, concerned, or take part in, or render services to, or own, share in the earnings of, or invest in the stock, bonds, or other securities of any person, firm, corporation, or other business organization (other than HRVE, NewCo the Company or its affiliates, if any) engaged engage anywhere in a business in the same geographic market in which HRVE or NewCo conduct their respective business which is directly similar to or in competition with any of the material businesses carried on by HRVE or NewCo the Company (a "Similar Business") in the New York City metropolitan area, except in the course of their services hereunder and except for securities owned by MESA as of the date hereof being held by MESA for investment purposes onlyhis employment hereunder; provided, however, that MESA the Employee may invest in stock, bonds, or other securities of any Similar Business (but without otherwise participating in the activities of such Similar Business) if (iA) such stock, bonds, or other securities are listed on any national or regional securities exchange or have been registered under Section 12(g12 (g) of the Securities Exchange Act of 1934; and (iiB) its his investment does not exceed, in the case of any class of the capital stock of any one issuer, three two (32%) percent of the issued and outstanding shares, or in the case of bonds or other securities, three two (32%) percent of the aggregate principal amount thereof issued and outstanding. MESA . 7.2 The Employee covenants and undertakes that during the Term of this Agreement Employment Period and for a period of two three (23) years after the final day MESA provides services to HRVE or NewCoSeverance Period, it he will not, whether for its his own account or for the account of any other person, firm, corporation or other business organization, interfere with HRVE or NewCothe Company's relationship with, or endeavor to entice away from HRVE or NewCo, the Company any person, firm, corporation or other business organization who, who or which at any time during the period this Agreement is in effectEmployee's employment with the Company was an employee, was a consultant, agent, employee, officer, director, supplier, or a customer of, of the Company or in the habit of dealing with, HRVE or NewCo. If any provision of this Section 15 is held by any court of competent jurisdiction to be unenforceable because of with the scope, duration or area of applicability, such provision shall be deemed modified to the extent the court modifies the scope, duration or area of applicability of such provision to make it enforceableCompany.

Covenant Not to Compete; Non-Interference. MESA 7.1 The Employee covenants and undertakes that, during the Term period of this Agreement his employment hereunder and until one if the Company terminates Employee's employment hereunder pursuant to Sections 5.2 (1a) year after the final day MESA provides services to NewCo or HRVE(b), it or if Employee voluntarily terminates his employment hereunder, for a period of three (3) years thereafter, he will not, without the prior written consent of HRVE and NewCothe Company, directly or indirectly, and whether as principal, principal or as agent, officer, director, employee, consultant, or otherwise, alone or in association with any other person, firm, corporation, or other business organization, carry on, or be engaged, concerned, or take part in, or render services to, or own, share in the earnings of, or invest in the stock, bonds, or other securities of any person, firm, corporation, or other business organization (other than HRVE, NewCo the Company or its affiliates, if any) engaged engage in a business in the same geographic market in which HRVE or NewCo conduct their respective business which is directly similar to or in direct competition with any the Company's core business of the businesses carried on by HRVE or NewCo data processing and/or system programming (a "Similar Business") except in the course of their services hereunder and except for securities owned by MESA as of the date hereof being held by MESA for investment purposes onlyhis employment hereunder; provided, however, that MESA the Employee may invest in stock, bonds, or other securities of any Similar Business (but without otherwise participating in the activities of such Similar Business) if (iA) such stock, bonds, or other securities are listed on any national or regional securities exchange or have been registered under Section 12(g12 (g) of the Securities Exchange Act of 1934; and (iiB) its his investment does not exceed, in the case of any class of the capital stock of any one issuer, three two (32%) percent of the issued and outstanding shares, or in the case of bonds or other securities, three two (32%) percent of the aggregate principal amount thereof issued and outstanding. MESA . 7.2 The Employee covenants and undertakes that during the Term of this Agreement Employment Period and for a period of two three (23) years after the final day MESA provides services to HRVE or NewCothereafter, it he will not, whether for its his own account or for the account of any other person, firm, corporation or other business organization, interfere with HRVE or NewCothe Company's relationship with, or endeavor to entice away from HRVE or NewCo, the Company any person, firm, corporation or other business organization who, who or which at any time during the period this Agreement is in effectEmployee's employment with the Company was an employee, was a consultant, agent, employee, officer, director, supplier, or a customer of, of the Company or in the habit of dealing with, HRVE or NewCo. If any provision of this Section 15 is held by any court of competent jurisdiction to be unenforceable because of with the scope, duration or area of applicability, such provision shall be deemed modified to the extent the court modifies the scope, duration or area of applicability of such provision to make it enforceableCompany.