Covenants of WCI and Shareholders. Should WCI acquire directly or indirectly (through asset purchase, stock purchase, merger or otherwise) the business and operations of ACES Disposal, Inc., WCI agrees that neither WCI nor any of its Affiliates will employ Paul Xxxxxxxxx, Xx. xx connection therewith or as a part of any other business or operation of WCI. In exchange for the exemption to the Non-Compete in favor of Shareholders set out in Section 11.1(a)(2), Shareholders hereby grant to WCI and its Affiliates a right of first refusal to purchase (through asset sale, stock purchase, merger or otherwise) within the Restricted Period (as defined) any subsidiaries or Affiliates of, or any of the business operations, routes, or assets of, South Tahoe Refuse operating or otherwise situated Alpine County, California. In addition, Shareholders agree to sell to WCI, at WCI's option, that portion of any business operations or assets hereafter acquired pursuant to Section 11.1(a)(2) that are situated or conducted outside of Alpine County, California but otherwise within the Restricted Area (as defined) (the "OVERFLOW OPERATIONS"). If the Overflow Operations are not acquired by WCI, Shareholders hereby agree to cease such operations and remove all related assets.
