Common use of Covenant Not To Compete; Non-Solicit Clause in Contracts

Covenant Not To Compete; Non-Solicit. (a) Seller agrees that during the Seller Non-Compete Period, neither Seller nor any of its controlled Affiliates shall engage, manage, operate or have any ownership interest in any firm, corporation, partnership, proprietorship or other business entity that engages in, manages or operates a business that competes with the Business (each, a “Competing Business”) anywhere in the world; provided, however, that it shall not be a violation of this Section 5.11(a) for Seller or any of its controlled Affiliates (i) to own, directly or indirectly, solely as an investment, securities of any Person that are traded on a national securities exchange or the Nasdaq Stock Market (or a recognized securities exchange outside the U.S.) if Seller or any of its controlled Affiliates (x) is not a controlling Person or a member of a group that controls such Person and (y) does not, directly or indirectly, own more than 5% or more of the voting securities of such Person, (ii) to acquire, directly or indirectly, the equity or assets of, or otherwise become affiliated with or participate in, any enterprise that derives less than 25% of its total annual revenue from a Competing Business, if Seller shall use reasonable efforts to divest, as soon as reasonably practicable (and in any event within eighteen (18) months after the closing date of such acquisition), its interest in such enterprise relating to the Competing Business, (iii) to continue operating existing lines of business, other than the Business, or any of the Excluded Assets or (iv) to perform the activities contemplated by the Ancillary Agreements. None of the provisions of this Section 5.11(a) shall operate to prohibit, hinder, impede or restrict from engaging in a Competing Business in any way, any Person which by way of takeover, acquisition, merger, combination or similar transaction acquires a controlling or significant interest in Seller or any of its Affiliates (provided that Seller and its controlled Affiliates as of the date of such transactions shall continue to be subject to the provisions of this Section 5.11(a) after any such transaction).

Covenant Not To Compete; Non-Solicit. (a) Seller agrees that during For a period of two (2) years after the Seller Non-Compete Closing (the “Restricted Period”), neither Seller nor any of its controlled Affiliates shall engage, manage, operate or have any ownership interest in any firm, corporation, partnership, proprietorship or other business entity that engages in, manages or operates a business that competes with the Business (each, a “Competing Business”) anywhere in the world; provided, however, that it shall not be a violation of this Section 5.11(a) for Seller or any of its controlled Affiliates (i) to ownno Stockholder shall, directly or indirectly, solely as an investmentdisclose to any Person client information, securities including the names, telephone numbers or addresses or biographical information of any Person that are traded on a national securities exchange of the clients, customers or contractors of the Nasdaq Stock Market (Buyer, Company or a recognized securities exchange outside the U.S.) if Seller of its affiliates or any other information pertaining to them, including, but not limited to client compensation and fee arrangements, except to the extent that such disclosure is being made pursuant to the performance of their employment duties to Buyer and its Affiliates. (b) As a separate and independent covenant, subject to Section 6.4(f) below, each of the Stockholders agrees that, during the term of such Stockholder’s employment or consultancy with Buyer and during the Restricted Period (of if Stockholder does not have an ongoing consulting or employment relationship with Buyer post-Closing, then during the Restricted Period) (the “Non-Solicit Period”), it shall not, directly or indirectly (whether as a founder, owner, partner, officer, director, employee, trustee, agent, advisor, principal, substantial equity holder, contractor, consultant or other representative), solicit or accept or perform any business which is similar to, or in competition with, the Business in the Restricted Area (as hereinafter defined) from any Person who is or was a client or customer of the Company or otherwise interfere with Company’s relationship with any Person which is or was a client or customer of the Company, except in connection with the performance of its controlled Affiliates employment duties to Buyer and its Affiliates. (xc) is not As a controlling Person or a member separate and independent covenant, subject to Section 6.4(f) below, each of a group that controls such Person and (y) does the Stockholders agrees that, during the Restricted Period, it shall not, directly or indirectly, own more than 5% (i) engage in any activities or more of businesses in any capacity (including, in each case, as a founder, owner, partner, officer, director, employee, trustee, agent, advisor, principal, substantial equity holder, contractor, consultant or other representative) or establish any businesses which are similar to the voting securities of such Person, (ii) to acquire, directly or indirectly, the equity or assets of, Business or otherwise become affiliated compete with or participate in, any enterprise that derives less than 25% of its total annual revenue from a Competing Business, if Seller shall use reasonable efforts to divest, as soon as reasonably practicable (and in any event within eighteen (18) months after the closing date of such acquisition), its interest in such enterprise relating to the Competing Business, (iii) to continue operating existing lines of business, other than the Business, or any of the Excluded Assets or (iv) to perform the activities contemplated by the Ancillary Agreements. None of the provisions of this Section 5.11(a) shall operate to prohibit, hinder, impede or restrict from engaging in a Competing Business in any way, any Person which by way of takeover, acquisition, merger, combination or similar transaction acquires a controlling or significant interest in Seller Buyer or any of its Affiliates (provided that Seller including, without limitation Apache Energy Services, LLC dba AES Water Transfer Services (“AES”), Aqua Handling of Texas, LLC or the Company) anywhere within the states of Oklahoma or Texas (the “Restricted Area”), or (ii) otherwise assist any Person in any way to do, or attempt to do, anything prohibited by (i) above, except in connection with the performance of its employment duties to Buyer and its controlled Affiliates as Affiliates. (d) As a separate and independent covenant, subject to Section 6.4(g) below, each of the date Stockholders agrees that, during the Non-Solicit Period, it shall not (i) directly or indirectly solicit, recruit or hire any employees of such transactions shall continue to be subject Buyer or Company or any of its subsidiaries or Affiliates, or any independent contractors, consultants or advisors that are engaged by the Company, Buyer or any of their subsidiaries or Affiliates, in each case who were employees, independent contractors, consultants or advisors of the Company or any of its subsidiaries or Affiliates prior to the Closing, (ii) solicit or encourage any employees, independent contractors, consultants or advisors to leave the employment of or engagement with Company or any of its subsidiaries or Affiliates or (iii) intentionally interfere with the relationship of the Company or any of its subsidiaries or Affiliates with any employees, independent contractors, consultants or advisors. (e) The Restricted Period and the Non-Solicit Period shall be extended by the length of any period during which any Stockholder is in breach of the terms of this Section 6.4 or the terms of an Employment Agreement. (f) Company acknowledges that the covenants of the Company set forth in this Section 6.4 are an essential element of this Agreement and that, but for the agreement of the Company to comply with these covenants, Buyer would not have entered into this Agreement. Company acknowledges that this Section 6.4 constitutes an independent covenant and shall not be affected by performance or nonperformance of any other provision of this Agreement by Buyer. Company has independently consulted with its counsel and after such consultation agrees that the covenants set forth in this Section 6.4 are reasonable and proper. (g) If any part of this Section 6.4 is invalid in part, it shall be curtailed, as to time, location or scope, to the minimum extent required for its validity under the laws of the United States and shall be binding and enforceable with respect to Company and the Stockholders as so curtailed. The provisions of this Section 5.11(a) after any such transaction)6.4 shall constitute covenants independent, and in addition to, the covenants set forth in the Employment Agreement.

Covenant Not To Compete; Non-Solicit. (a) Seller agrees that during For a period of three (3) years after the Seller Non-Compete Closing (the “Restricted Period”), neither Seller nor any of its controlled Affiliates shall engage, manage, operate or have any ownership interest in any firm, corporation, partnership, proprietorship or other business entity that engages in, manages or operates a business that competes with the Business (each, a “Competing Business”) anywhere in the world; provided, however, that it shall not be a violation of this Section 5.11(a) for Seller or any of its controlled Affiliates (i) to ownno Member shall, directly or indirectly, solely as an investmentdisclose to any Person client information, securities including the names, telephone numbers or addresses or biographical information of any Person that are traded on a national securities exchange of the clients, customers or contractors of the Nasdaq Stock Market (Buyer, the Company or a recognized securities exchange outside the U.S.) if Seller of its affiliates or any other information pertaining to them, including, but not limited to client compensation and fee arrangements, except to the extent that such disclosure is being made pursuant to the performance of their employment duties to Buyer and its Affiliates. (b) As a separate and independent covenant, subject to Section 6.4(f) below, each of the Members agrees that, during the term of such Member’s employment with Buyer and for a period of two (2) years following the expiration thereof (the “Non-Solicit Period”, it shall not, directly or indirectly (whether as a founder, owner, partner, officer, director, employee, trustee, agent, advisor, principal, substantial equity holder, contractor, consultant or other representative), solicit or accept or perform any business which is similar to, or in competition with, the Business from any Person who is or was a client or customer of the Company or otherwise interfere with Company’s relationship with any Person which is or was a client or customer of the Company, except in connection with the performance of its controlled Affiliates employment duties to Buyer and its Affiliates. (xc) is not As a controlling Person or a member separate and independent covenant, subject to Section 6.4(f) below, each of a group that controls such Person and (y) does the Members agrees that, during the Restricted Period, it shall not, directly or indirectly, own more than 5% (i) engage in any activities or more of businesses in any capacity (including, in each case, as a founder, owner, partner, officer, director, employee, trustee, agent, advisor, principal, substantial equity holder, contractor, consultant or other representative) or establish any businesses which are similar to the voting securities of such Person, (ii) to acquire, directly or indirectly, the equity or assets of, Business or otherwise become affiliated compete with or participate in, any enterprise that derives less than 25% of its total annual revenue from a Competing Business, if Seller shall use reasonable efforts to divest, as soon as reasonably practicable (and in any event within eighteen (18) months after the closing date of such acquisition), its interest in such enterprise relating to the Competing Business, (iii) to continue operating existing lines of business, other than the Business, or any of the Excluded Assets or (iv) to perform the activities contemplated by the Ancillary Agreements. None of the provisions of this Section 5.11(a) shall operate to prohibit, hinder, impede or restrict from engaging in a Competing Business in any way, any Person which by way of takeover, acquisition, merger, combination or similar transaction acquires a controlling or significant interest in Seller Buyer or any of its Affiliates or (provided that Seller ii) otherwise assist any Person in any way to do, or attempt to do, anything prohibited by (i) above, except in connection with the performance of its employment duties to Buyer and its controlled Affiliates as Affiliates. (d) As a separate and independent covenant, subject to Section 6.4(g) below, each of the date Members agrees that, during the Non-Solicit Period, it shall not (i) directly or indirectly solicit, recruit or hire any employees of such transactions shall continue to be subject the Buyer or Company or any of its subsidiaries or Affiliates, or any independent contractors, consultants or advisors that are engaged by the Company, Buyer or any of their subsidiaries or Affiliates, in each case who were employees, independent contractors, consultants or advisors of the Company or any of its subsidiaries or Affiliates prior to the Closing, (ii) solicit or encourage any employees, independent contractors, consultants or advisors to leave the employment of or engagement with Company or any of its subsidiaries or Affiliates or (iii) intentionally interfere with the relationship of the Company or any of its subsidiaries or Affiliates with any employees, independent contractors, consultants or advisors. (e) The Restricted Period and the Non-Solicit Period shall be extended by the length of any period during which any Member is in breach of the terms of this Section 6.4 or the terms of an Employment Agreement. (f) Company acknowledges that the covenants of the Company set forth in this Section 6.4 are an essential element of this Agreement and that, but for the agreement of the Company to comply with these covenants, Buyer would not have entered into this Agreement. Company acknowledges that this Section 6.4 constitutes an independent covenant and shall not be affected by performance or nonperformance of any other provision of this Agreement by Buyer. Company has independently consulted with its counsel and after such consultation agrees that the covenants set forth in this Section 6.4 are reasonable and proper. (g) If any part of this Section 6.4 is invalid in part, it shall be curtailed, as to time, location or scope, to the minimum extent required for its validity under the laws of the United States and shall be binding and enforceable with respect to Company and the Members as so curtailed. The provisions of this Section 5.11(a) after any such transaction)6.4 shall constitute covenants independent, and in addition to, the covenants set forth in the Employment Agreement.