Common use of Non-Compete Obligations During Employment Term Clause in Contracts

Non-Compete Obligations During Employment Term. (a) Except as set forth in subsection (b) of this Section 9 and in the Disclosure Schedule or except as otherwise approved by the Board, Employee agrees that during the Term: (i) Employee will not, other than through the Company, engage or participate in any manner, whether directly or indirectly through any Family Member or as an employee, employer, consultant, agent, principal, partner, more than five percent equity-holder, officer, director, licensor, lender, lessor or in any other individual or representative capacity, in any business or activity which is engaged in leasing, acquiring, exploring, producing, gathering or marketing hydrocarbons and related products; and (ii) all investments made by Employee (whether in Employee’s own name or in the name of any Family Members or made by any Controlled Affiliates, as defined below), which relate to the lease, acquisition, exploration, production, gathering or marketing of hydrocarbons and related products shall be made solely through the Company; and Employee will not (directly or indirectly through any Family Members), and will not permit any Controlled Affiliate to: (A) invest or otherwise participate alongside the Company in any Business Opportunities, or (B) invest or otherwise participate in any business or activity relating to a Business Opportunity, regardless of whether the Company ultimately participates in such business or activity. For purposes hereof, “Controlled Affiliates” are entities in which Employee and Employee’s Family Members collectively own, directly or indirectly, a majority of the equity or voting interests. The restrictions of this Section 9(a) do not apply to purely passive investments in companies in the energy industry provided such investments do not exceed five percent of the outstanding equity securities of the applicable company. (b) Employee represents that neither Employee nor his Controlled Affiliates or his “Family Members” (defined as Employee’s spouse and minor children living in Employee’s household) own any investments or interests which relate to the lease, acquisition, exploration, production, gathering or marketing of hydrocarbons and related products, other than Employee’s interest in the Disclosed Assets. This paragraph shall not apply to, and Employee shall be entitled to hold and acquire purely passive investments in companies in the energy industry provided such investments do not exceed five percent of the outstanding equity securities of the applicable company.

Non-Compete Obligations During Employment Term. (a) Except as set forth in subsection (b) of this Section 9 and in the Disclosure Schedule or except as otherwise approved by the Board, The Employee agrees that during the Employment Term: (i) the Employee will not, other than through the Company, engage or participate in any manner, whether directly or indirectly through any Family Member family member or as an employee, employer, consultant, agent, principal, partner, more than five one percent equity-holder(1%) shareholder, officer, director, licensor, lender, lessor or in any other individual or representative capacity, in any business or activity which is engaged in leasing, acquiring, exploring, producing, gathering or marketing hydrocarbons and related products; and (ii) all investments made by the Employee (whether in Employee’s his own name or in the name of any Family Members family members or other nominees or made by any Controlled Affiliates, as defined belowthe Employee’s controlled affiliates), which relate to the leaseleasing, acquisition, exploration, production, gathering or marketing of hydrocarbons and related products shall will be made solely through the Company; and the Employee will not (directly or indirectly through any Family Membersfamily members or other persons), and will not permit any Controlled Affiliate of his controlled affiliates to: (A) invest or otherwise participate alongside the Company or its direct or indirect subsidiaries in any Business Opportunities, or (B) invest or otherwise participate in any business or activity relating to a Business Opportunity, regardless of whether any of the Company or its direct or indirect subsidiaries ultimately participates in such business or activity, in either case, except through the Company. For purposes hereofNotwithstanding the foregoing, “Controlled Affiliates” are entities nothing in which this Section 7.3 shall be deemed to prohibit the Employee and Employee’s Family Members collectively ownor any family member from owning, directly or indirectlyotherwise having an interest in, a majority less than one percent (1%) of any publicly owned entity or three percent (3%) or less of any private equity fund or similar investment fund that invests in any business or activity engaged in any of the equity or voting interests. The restrictions of this Section 9(a) do not apply activities set forth above, provided that Employee has no active role with respect to purely passive investments any investment by such fund in companies in the energy industry provided such investments do not exceed five percent of the outstanding equity securities of the applicable companyany entity. (b) Employee represents that neither Employee nor his Controlled Affiliates or his “Family Members” (defined as Employee’s spouse and minor children living in Employee’s household) own any investments or interests which relate to the lease, acquisition, exploration, production, gathering or marketing of hydrocarbons and related products, other than Employee’s interest in the Disclosed Assets. This paragraph shall not apply to, and Employee shall be entitled to hold and acquire purely passive investments in companies in the energy industry provided such investments do not exceed five percent of the outstanding equity securities of the applicable company.

Non-Compete Obligations During Employment Term. (a) Except as set forth in subsection (b) of this Section 9 and in the Disclosure Schedule or except as otherwise approved by the Board, Employee Executive agrees that during the Employment Term: (i) Employee the Executive will not, other than through the Company, engage or participate in any manner, whether directly or indirectly through any Family Member family member or as an employeeExecutive, employer, consultant, agent, principal, partner, more than five one percent equity-holder(1%) shareholder, officer, director, licensor, lender, lessor or in any other individual or representative capacity, in any business or activity which is engaged in leasing, acquiring, exploring, producing, gathering or marketing hydrocarbons and related productsproducts (“Competing Business”); provided that the foregoing shall not be deemed to restrain the participation by the Executive’s spouse in any capacity set forth above in any business or activity engaged in any such activity and provided further that the Company may, in good faith, take such reasonable action with respect to the Executive’s performance of his duties, responsibilities and authorities as set forth in Sections 1.1 and 1.2 of this Agreement as it deems necessary and appropriate to protect its legitimate business interests with respect to any actual or apparent conflict of interest reasonably arising from or out of the participation by Executive’s spouse in any such competitive business or activity; and (ii) all investments made by Employee the Executive (whether in Employee’s his own name or in the name of any Family Members family members or other nominees or made by any Controlled Affiliates, as defined belowthe Executive’s controlled affiliates), which relate to the leaseleasing, acquisition, exploration, production, gathering or marketing of hydrocarbons and related products shall will be made solely through the Company, other than as may be approved by the Board of Directors; and Employee the Executive will not (directly or indirectly through any Family Membersfamily members or other persons), and will not permit any Controlled Affiliate of his controlled affiliates to: (A) invest or otherwise participate alongside the Company or its direct or indirect subsidiaries in any Business OpportunitiesOpportunities (as defined below), or (B) invest or otherwise participate in any business or activity relating to a Business Opportunity, regardless of whether any of the Company or its direct or indirect subsidiaries ultimately participates in such business or activity, in either case, except through the Company. For purposes hereofNotwithstanding the foregoing, “Controlled Affiliates” are entities nothing in which Employee and Employee’s Family Members collectively ownthis Section 7.3 shall be deemed to prohibit the Executive or any family member from owning, directly or indirectlyotherwise having an interest in, a majority less than one percent (1%) of any publicly owned entity or three percent (3%) or less of any private equity fund or similar investment fund that invests in any business or activity engaged in any of the equity or voting interests. The restrictions of this Section 9(a) do not apply activities set forth above, provided that Executive has no active role with respect to purely passive investments any investment by such fund in companies in the energy industry provided such investments do not exceed five percent of the outstanding equity securities of the applicable companyany entity. (b) Employee represents that neither Employee nor his Controlled Affiliates or his “Family Members” (defined as Employee’s spouse and minor children living in Employee’s household) own any investments or interests which relate to the lease, acquisition, exploration, production, gathering or marketing of hydrocarbons and related products, other than Employee’s interest in the Disclosed Assets. This paragraph shall not apply to, and Employee shall be entitled to hold and acquire purely passive investments in companies in the energy industry provided such investments do not exceed five percent of the outstanding equity securities of the applicable company.