Common use of Covenants and Restrictions Clause in Contracts

Covenants and Restrictions. (a) Executive agrees, as a condition to the Company agreeing to employ Executive and to the performance by the Company of its obligations hereunder, particularly its obligations under Paragraph 4 hereof, that during the term of this Agreement and any renewals and extensions hereof and for a period of one (1) year thereafter, Executive will not (i) in any way, directly or indirectly, whether for his account or for the account of any other person, firm, corporation or other entity, engage in, represent, furnish consulting services to, be employed by, or have any interest in (whether as owner, principal, director, officer, partner, agent, consultant, stockholder or otherwise) any business which has as its primary business the treatment of phosphogypsum or sale of any product which is used in the same manner as CLM, or otherwise competes with the business of the Company as constituted during the term of Executive's employment hereunder (a "Restricted Enterprise"), (ii) induce or attempt to induce any person or entity which is a customer of the Company or any of its affiliates as of the date of termination of Executive's employment (or was a customer thereof within the one year prior to such termination) to cease doing business in whole or in part with the Company, or (iii) solicit, entice or induce any person who shall then be an employee of the Company to become employed by any other person, firm or corporation or to leave their employment with the Company, and Executive shall not approach any such employee for such purpose or authorize or knowingly approve the taking of such actions by any other person. The restrictions contained in this Paragraph 9(a) shall apply in the specific geographic areas and customer markets within such geographic areas served by the Company or its affiliates or franchisees at any time during, or upon termination of, Executive's employment. Nothing in the foregoing shall prohibit Executive from engaging in any business that is not in competition with the Company after termination of employment with the Company, or investing in the securities of any Restricted Enterprise having securities listed on a national securities exchange or the NASDAQ SmallCap market, provided that such investment does not exceed 5% of any class of securities a Restricted Enterprise, and provided further, that such ownership represents a passive investment and that neither Executive nor any group of persons including him, in any way, either directly or indirectly, manages or exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes any part in its business, other than exercising his rights as a shareholder, or seeks to do any of the foregoing.

Covenants and Restrictions. (a) 7.1 During the course of the employment of the Executive agreesby the Company, as a condition the Executive may have access to and possession of certain valuable and important product, financial, marketing, organizational, technical and other information related to the Company agreeing Company, possibly including, without limitation, information with respect to employ Executive certain trade secrets of the Company, and public knowledge of this information would directly compromise the Company’s business position. These trade secrets shall include the naming of any brands, manufacturer identity, formulas and trade secret locations (the “Trade Secrets”) (along with such Trade Secrets, such information shall herein collectively be referred to as the “Confidential Information”). Confidential Information includes, without limitation, information not generally available to the performance by the Company of its obligations hereunderpublic, particularly its obligations under Paragraph 4 hereofsuch as all database information, that during the term of this Agreement customer names, business relationships, telephone numbers or addresses, supplier lists, patented or proprietary information, forms, information regarding products, equipment, procedures, raw materials, operations, systems, methods, financing, services, know-how, computer and any renewals other processed or collated data, computer programs, pricing, marketing, media and extensions hereof and for a period of one (1) year thereafter, advertising data. The Executive will not (i) in at any waytime divulge or communicate to any person nor shall the Executive direct any employee, directly representative or indirectly, whether for his account or for the account of any other person, firm, corporation or other entity, engage in, represent, furnish consulting services to, be employed by, or have any interest in (whether as owner, principal, director, officer, partner, agent, consultant, stockholder or otherwise) any business which has as its primary business the treatment of phosphogypsum or sale of any product which is used in the same manner as CLM, or otherwise competes with the business agent of the Company as constituted during the term or any of Executive's employment hereunder (a "Restricted Enterprise"), (ii) induce its affiliates to divulge or attempt communicate to induce any person or entity which is (other than to a person or entity bound by confidentiality obligations at least as stringent as those contained herein and other than as necessary in performing the Executive’s obligations hereunder) or use to the detriment of the Company or any of its affiliates or for the benefit of any other person or entity, including, without limitation, any competitor, supplier, licensor, licensee or customer of the Company or any of its affiliates affiliates, any of such Confidential Information or make or remove any copies thereof, whether or not marked or otherwise identified as "confidential" or "secret." The Executive shall take all reasonable precautions in restricting the Confidential Information to a strict need-to-know basis pursuant to the terms and provisions of the date of termination of Executive's employment (or was a customer thereof within the one year prior this Agreement and shall comply with any and all security systems and measures adopted from time to such termination) to cease doing business in whole or in part with the Company, or (iii) solicit, entice or induce any person who shall then be an employee of time by the Company to become employed by any other person, firm or corporation or to leave their employment with protect the Company, and Executive shall not approach any such employee for such purpose or authorize or knowingly approve the taking of such actions by any other person. The restrictions contained in this Paragraph 9(a) shall apply in the specific geographic areas and customer markets within such geographic areas served by the Company or its affiliates or franchisees at any time during, or upon termination of, Executive's employment. Nothing in the foregoing shall prohibit Executive from engaging in any business that is not in competition with the Company after termination of employment with the Company, or investing in the securities of any Restricted Enterprise having securities listed on a national securities exchange or the NASDAQ SmallCap market, provided that such investment does not exceed 5% of any class of securities a Restricted Enterprise, and provided further, that such ownership represents a passive investment and that neither Executive nor any group of persons including him, in any way, either directly or indirectly, manages or exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes any part in its business, other than exercising his rights as a shareholder, or seeks to do any confidentiality of the foregoingConfidential Information.

Covenants and Restrictions. Section 2.1. The Company covenants that, so long as any Bonds of the Fourteenth Series are outstanding, it will not merge or consolidate with any other Person or sell, lease or transfer or otherwise dispose (a “Disposition”) of all or a Substantial Part of its assets, or assets which shall have contributed a Substantial Part of net income of the Company for any of the three fiscal years then most recently ended, to any Person; provided, however, that the Company may merge or consolidate with, or sell or transfer all or substantially all of its assets to, Allete, but only if (a) Executive agreesin the event that Allete is the continuing or surviving corporation or the acquiring corporation, Allete shall be a solvent corporation and shall expressly assume in writing all of the obligations of the Company under the Mortgage, this Fifteenth Supplemental Indenture, the Bonds of the Fourteenth Series and the Bond Purchase Agreement, including all covenants therein and herein contained, and Allete shall succeed to and be substituted for the Company with the same effect as if it had been named herein as a party hereto, and (b) the Company as the continuing or surviving corporation or Allete as the continuing or surviving corporation or acquiring corporation, as the case may be, shall not, immediately after such merger or consolidation, or such sale or other disposition, be in default under any of such obligations. Notwithstanding the foregoing, the Company may make a condition Disposition and the assets subject to such Disposition shall not be included in the determination of Substantial Part to the Company agreeing to employ Executive and extent that an amount equal to the performance by the Company net proceeds from such Disposition are, within 365 days of its obligations hereunder, particularly its obligations under Paragraph 4 hereof, that during the term such Disposition (A) reinvested in assets of this Agreement and any renewals and extensions hereof and for a period similar nature of one (1) year thereafter, Executive will not (i) in any way, directly or indirectly, whether for his account or for the account of any other person, firm, corporation or other entity, engage in, represent, furnish consulting services to, at least equivalent value to be employed by, or have any interest in (whether as owner, principal, director, officer, partner, agent, consultant, stockholder or otherwise) any business which has as its primary business the treatment of phosphogypsum or sale of any product which is used in the same manner as CLM, or otherwise competes with the existing business of the Company as constituted during Company, and/or (B) applied to the term payment or prepayment of Executive's employment hereunder the Bonds of the Fourteenth Series. For purposes of the foregoing clause (a "Restricted Enterprise"B), the net proceeds from such Disposition shall be used to prepay (iinot less than 30 or more than 60 days following such offer) induce or attempt to induce any person or entity which is a customer the Bonds of the Company or Fourteenth Series at a price of 100% of the principal amount of the Bonds of the Fourteenth Series to be prepaid (without any of its affiliates as of Make-Whole Amount) together with interest accrued to the date of termination prepayment; provided that if any holder of Executive's employment (or was the Bonds of the Fourteenth Series declines such offer, the amount that would have been paid to such holder shall be offered pro rata to the other holders of the Bonds of the Fourteenth Series that have accepted the offer. A failure by a customer thereof within holder of Bonds of the one year Fourteenth Series to respond in writing not later than 10 Business Days prior to such termination) the proposed prepayment date to cease doing business in whole or in part with the Company, or (iii) solicit, entice or induce any person who an offer to prepay made pursuant to this Section 2.1 shall then be an employee of the Company deemed to become employed by any other person, firm or corporation or to leave their employment with the Company, and Executive shall not approach any such employee for such purpose or authorize or knowingly approve the taking constitute a rejection of such actions offer by any other person. The restrictions contained in this Paragraph 9(a) shall apply in the specific geographic areas and customer markets within such geographic areas served by the Company or its affiliates or franchisees at any time during, or upon termination of, Executive's employment. Nothing in the foregoing shall prohibit Executive from engaging in any business that is not in competition with the Company after termination of employment with the Company, or investing in the securities of any Restricted Enterprise having securities listed on a national securities exchange or the NASDAQ SmallCap market, provided that such investment does not exceed 5% of any class of securities a Restricted Enterprise, and provided further, that such ownership represents a passive investment and that neither Executive nor any group of persons including him, in any way, either directly or indirectly, manages or exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes any part in its business, other than exercising his rights as a shareholder, or seeks to do any of the foregoingholder.

Covenants and Restrictions. Section 2.1. The Company covenants that, so long as any Bonds of the Thirteenth Series are outstanding, it will not merge or consolidate with any other Person or sell, lease or transfer or otherwise dispose (a “Disposition”) of all or a Substantial Part of its assets, or assets which shall have contributed a Substantial Part of net income of the Company for any of the three fiscal years then most recently ended, to any Person; provided, however, that the Company may merge or consolidate with, or sell or transfer all or substantially all of its assets to, Allete, but only if (a) Executive agreesin the event that Allete is the continuing or surviving corporation or the acquiring corporation, Allete shall be a solvent corporation and shall expressly assume in writing all of the obligations of the Company under the Mortgage, this Fourteenth Supplemental Indenture, the Bonds of the Thirteenth Series and the Bond Purchase Agreement, including all covenants therein and herein contained, and Allete shall succeed to and be substituted for the Company with the same effect as if it had been named herein as a party hereto, and (b) the Company as the continuing or surviving corporation or Allete as the continuing or surviving corporation or acquiring corporation, as the case may be, shall not, immediately after such merger or consolidation, or such sale or other disposition, be in default under any of such obligations. Notwithstanding the foregoing, the Company may make a condition Disposition and the assets subject to such Disposition shall not be included in the determination of Substantial Part to the Company agreeing to employ Executive and extent that an amount equal to the performance by the Company net proceeds from such Disposition are, within 365 days of its obligations hereunder, particularly its obligations under Paragraph 4 hereof, that during the term such Disposition (A) reinvested in assets of this Agreement and any renewals and extensions hereof and for a period similar nature of one (1) year thereafter, Executive will not (i) in any way, directly or indirectly, whether for his account or for the account of any other person, firm, corporation or other entity, engage in, represent, furnish consulting services to, at least equivalent value to be employed by, or have any interest in (whether as owner, principal, director, officer, partner, agent, consultant, stockholder or otherwise) any business which has as its primary business the treatment of phosphogypsum or sale of any product which is used in the same manner as CLM, or otherwise competes with the existing business of the Company as constituted during Company, and/or (B) applied to the term payment or prepayment of Executive's employment hereunder the Bonds of the Thirteenth Series. For purposes of the foregoing clause (a "Restricted Enterprise"B), the net proceeds from such Disposition shall be used to prepay (iinot less than 30 or more than 60 days following such offer) induce or attempt to induce any person or entity which is a customer the Bonds of the Company or Thirteenth Series at a price of 100% of the principal amount of the Bonds of the Thirteenth Series to be prepaid (without any of its affiliates as of Make-Whole Amount) together with interest accrued to the date of termination prepayment; provided that if any holder of Executive's employment (or was the Bonds of the Thirteenth Series declines such offer, the amount that would have been paid to such holder shall be offered pro rata to the other holders of the Bonds of the Thirteenth Series that have accepted the offer. A failure by a customer thereof within holder of Bonds of the one year Thirteenth Series to respond in writing not later than 10 Business Days prior to such termination) the proposed prepayment date to cease doing business in whole or in part with the Company, or (iii) solicit, entice or induce any person who an offer to prepay made pursuant to this Section 2.1 shall then be an employee of the Company deemed to become employed by any other person, firm or corporation or to leave their employment with the Company, and Executive shall not approach any such employee for such purpose or authorize or knowingly approve the taking constitute a rejection of such actions offer by any other person. The restrictions contained in this Paragraph 9(a) shall apply in the specific geographic areas and customer markets within such geographic areas served by the Company or its affiliates or franchisees at any time during, or upon termination of, Executive's employment. Nothing in the foregoing shall prohibit Executive from engaging in any business that is not in competition with the Company after termination of employment with the Company, or investing in the securities of any Restricted Enterprise having securities listed on a national securities exchange or the NASDAQ SmallCap market, provided that such investment does not exceed 5% of any class of securities a Restricted Enterprise, and provided further, that such ownership represents a passive investment and that neither Executive nor any group of persons including him, in any way, either directly or indirectly, manages or exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes any part in its business, other than exercising his rights as a shareholder, or seeks to do any of the foregoingholder.

Covenants and Restrictions. Section 2.1. The Company covenants that, so long as any Bonds of the Eleventh Series are outstanding, it will not merge or consolidate with any other Person or sell, lease or transfer or otherwise dispose (a “Disposition”) of all or a Substantial Part of its assets, or assets which shall have contributed a Substantial Part of net income of the Company for any of the three fiscal years then most recently ended, to any Person; provided, however, that the Company may merge or consolidate with, or sell or transfer all or substantially all of its assets to, Allete, but only if (a) Executive agreesin the event that Allete is the continuing or surviving corporation or the acquiring corporation, Allete shall be a solvent corporation and shall expressly assume in writing all of the obligations of the Company under the Mortgage, this Twelfth Supplemental Indenture, the Bonds of the Eleventh Series and the Bond Purchase Agreement, including all covenants therein and herein contained, and Allete shall succeed to and be substituted for the Company with the same effect as if it had been named herein as a party hereto, and (b) the Company as the continuing or surviving corporation or Allete as the continuing or surviving corporation or acquiring corporation, as the case may be, shall not, immediately after such merger or consolidation, or such sale or other disposition, be in default under any of such obligations. Notwithstanding the foregoing, the Company may make a condition Disposition and the assets subject to such Disposition shall not be included in the determination of Substantial Part to the Company agreeing to employ Executive and extent that an amount equal to the performance by the Company net proceeds from such Disposition are, within 365 days of its obligations hereunder, particularly its obligations under Paragraph 4 hereof, that during the term such Disposition (A) reinvested in assets of this Agreement and any renewals and extensions hereof and for a period similar nature of one (1) year thereafter, Executive will not (i) in any way, directly or indirectly, whether for his account or for the account of any other person, firm, corporation or other entity, engage in, represent, furnish consulting services to, at least equivalent value to be employed by, or have any interest in (whether as owner, principal, director, officer, partner, agent, consultant, stockholder or otherwise) any business which has as its primary business the treatment of phosphogypsum or sale of any product which is used in the same manner as CLM, or otherwise competes with the existing business of the Company as constituted during Company, and/or (B) applied to the term payment or prepayment of Executive's employment hereunder the Bonds of the Eleventh Series. For purposes of the foregoing clause (a "Restricted Enterprise"B), the net proceeds from such Disposition shall be used to prepay (iinot less than 30 or more than 60 days following such offer) induce or attempt to induce any person or entity which is a customer the Bonds of the Company or Eleventh Series at a price of 100% of the principal amount of the Bonds of the Eleventh Series to be prepaid (without any of its affiliates as of Make-Whole Amount) together with interest accrued to the date of termination prepayment; provided that if any holder of Executive's employment (or was the Bonds of the Eleventh Series declines such offer, the amount that would have been paid to such holder shall be offered pro rata to the other holders of the Bonds of the Eleventh Series that have accepted the offer. A failure by a customer thereof within holder of Bonds of the one year Eleventh Series to respond in writing not later than 10 Business Days prior to such termination) the proposed prepayment date to cease doing business in whole or in part with the Company, or (iii) solicit, entice or induce any person who an offer to prepay made pursuant to this Section 2.1 shall then be an employee of the Company deemed to become employed by any other person, firm or corporation or to leave their employment with the Company, and Executive shall not approach any such employee for such purpose or authorize or knowingly approve the taking constitute a rejection of such actions offer by any other person. The restrictions contained in this Paragraph 9(a) shall apply in the specific geographic areas and customer markets within such geographic areas served by the Company or its affiliates or franchisees at any time during, or upon termination of, Executive's employment. Nothing in the foregoing shall prohibit Executive from engaging in any business that is not in competition with the Company after termination of employment with the Company, or investing in the securities of any Restricted Enterprise having securities listed on a national securities exchange or the NASDAQ SmallCap market, provided that such investment does not exceed 5% of any class of securities a Restricted Enterprise, and provided further, that such ownership represents a passive investment and that neither Executive nor any group of persons including him, in any way, either directly or indirectly, manages or exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes any part in its business, other than exercising his rights as a shareholder, or seeks to do any of the foregoingholder.