Exceptions to Non-Competition Covenant Sample Clauses
Exceptions to Non-Competition Covenant. (a) Notwithstanding Section 1, and without implicitly agreeing that the following activities would be subject to the provisions of Section 1, nothing in Section 1 shall preclude, prohibit or restrict any member of the GE Group from engaging in any manner in any: (i) Existing Business; (ii) De Minimis Business; (iii) Financial Services Business; (iv) Additive Activities; (v) IIOT Enabling Activities; or (vi) Control Systems Activities.
(b) With respect to the Competing Business of any After-Acquired Business, no member of the GE Group shall be subject to the restrictions set forth in Section 1 with respect to such Competing Business, so long as (i) 50% or less of the revenue of such After-Acquired Business in the most recently completed calendar year was generated from such Competing Business, and (ii) prior to the expiration of the Post-Acquisition Period, (A) the applicable member of the GE Group executes a definitive agreement for, and consummates, the Sale of all (but not less than all) of the Competing Business (in accordance with Section 3(a)) or of all (but not less than all) of the O&G Contractual Obligations of the Non-Segregable Competing Business (in accordance with Section 3(c)), as applicable, or (B) the Competing Business of such After-Acquired Business complies with the non-competition covenant described in Section 1 (subject to any applicable exceptions in Section 2). For the avoidance of doubt, nothing in this Agreement shall limit the ability of the GE Seller to operate the Competing Business during the applicable Post-Acquisition Period prior to the expiration thereof.
Exceptions to Non-Competition Covenant. The restrictions contained in Section 13.2 shall not restrict or prohibit either of the Parties or member of their respective Groups from:
(a) acquiring in a single transaction or series of related transactions or entering into a joint venture or equivalent transaction with any one or more companies and/or businesses whose activities include carrying on or being engaged in a business which is in direct competition with any of the activities that form part of the Project and may cause damage or hindrance to the Project (a "Competing Business"), provided that the principal purpose of such acquisition is not the acquisition of control over a Competing Business; or
(b) pursuing a Relevant Business Opportunity which has previously been referred to the Board pursuant to Section 13.2(b) by such party and in relation to which the Board has not notified the relevant Party within 20 Business Days of such referral that it intends to pursue such Relevant Business Opportunity provided that, in the case of a Relevant Business Opportunity referred to the Board by Vale, Vale may not pursue any such Business Opportunity unless at least one of the BSGR Directors, acting in a commercially reasonable manner consistent with his/her fiduciary duties in determining whether or not BSGR Guinea has the capability (including, without limitation, in terms of financing and resources) to pursue such opportunity in the near term, has voted in favor of a resolution of the Board not to pursue such Relevant Business Opportunity.