Common use of Non-Competition Clause in Contracts

Non-Competition. (i) Xxxxxxx-Xxxxxx agrees that for a period of 30 months following the Closing Date it shall not and shall cause its Subsidiaries not to acquire, manage, operate, control or otherwise engage in any business of (A) operating or franchising retail stores within the United States, Canada, Mexico, Puerto Rico, the United Kingdom, Ireland, Germany and/or Japan (the “Restricted Territories”) that sell beauty care products of Xxxxxxx-Xxxxxx or any third Person or (B) distributing to salons and salon professionals within the Restricted Territories professional beauty care products of any unaffiliated third Person (collectively, “Restricted Activities”). (ii) Section 7.19(a)(i) shall be deemed not breached as a result of (A) the ownership by Xxxxxxx-Xxxxxx or any of its Subsidiaries of: (1) less than an aggregate of 5% of any class of capital stock of a Person engaged, directly or indirectly, in Restricted Activities; provided, however, that such capital stock is listed or quoted on a national securities exchange or the Nasdaq National Market or (2) less than 15% in value of any instrument of indebtedness of a Person engaged, directly or indirectly, in Restricted Activities, (B) Xxxxxxx-Xxxxxx or any of its Subsidiaries acquiring control of any Person or business that for the fiscal year immediately preceding such acquisition derived less than 10% of its revenues from Restricted Activities, (C) Xxxxxxx-Xxxxxx or any of its Subsidiaries acquiring control of any Person or business that for the fiscal year immediately preceding such acquisition derived more than 10% of its revenues but less than 35% of its revenues from Restricted Activities so long as it shall use its reasonable best efforts to divest such operations as promptly as practicable and in any event within 12 months after the consummation of such acquisition of control, (D) Xxxxxxx-Xxxxxx or any of its Subsidiaries owning an interest acquired as a creditor in bankruptcy or otherwise than by a voluntary investment decision in a Person or business that for the fiscal year immediately preceding the acquisition of such interest by Xxxxxxx-Xxxxxx or any of its Subsidiaries derived 10% or more of its revenues from Restricted Activities, so long as Xxxxxxx-Xxxxxx or its applicable Subsidiary shall use its reasonable best efforts to divest such interest as promptly as practicable and in any event within 12 months after the acquisition of such interest; provided, however, that Xxxxxxx-Xxxxxx and its Subsidiaries shall not be required to divest any such interest acquired pursuant to this clause (D) if its fair market value at the time of such acquisition is less than $1,000,000, (E) Xxxxxxx-Xxxxxx and its Subsidiaries operating up to ten retail stores that sell beauty care products, (F) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing their branded professional beauty care products directly or through distributors to salons and salon professionals, (G) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing professional beauty care products of any third Person directly to salons and salon professionals within the Restricted Territories if any member of the Xxxxxxx-Xxxxxx Group as of the date hereof sells and distributes such products and which sales will in no event exceed 2% of the consolidated net sales of Xxxxxxx-Xxxxxx in any fiscal year or (H) Xxxxxxx-Xxxxxx and its Subsidiaries operating their company stores in any office, plant or warehouse owned or leased by Xxxxxxx-Xxxxxx or any of its Subsidiaries (each of which shall not be deemed to be a retail store for purposes of Section 7.19(a)(ii)(E)). For the avoidance of doubt, Xxxxxxx-Xxxxxx and its Subsidiaries may actively operate, manage and control any Person or business any of them acquire in accordance with clause (B) and/or clause (C). (iii) Xxxxxxx-Xxxxxx and Regis agree that the covenants included in Section 7.19(a) are reasonable in their geographic and temporal coverage, and that neither Xxxxxxx-Xxxxxx nor Regis shall raise any issue of geographic or temporal reasonableness in any proceeding to enforce such covenant; provided, however, that if the provision of Section 7.19(a) should ever be deemed to exceed the time or geographic limitations or any other limitations permitted by Applicable Law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the minimum extent required by Applicable Law to cure such problem. Notwithstanding any other provision of this Agreement, it is understood and agreed that monetary damages would be inadequate in the case of any breach of the covenants contained in Section 7.19(a), and that Regis shall be entitled to seek equitable relief, including the remedy of specific performance, with respect to any breach or attempted breach of such covenants.

Non-Competition. (i) Xxxxxxx-Xxxxxx Seller agrees that commencing on the First Closing Date and for a period of 30 months expiring five (5) years following the First Closing Date it shall not and shall cause its Subsidiaries not (if the First Closing occurs but the Second Closing fails to acquire, manage, operate, control occur) or otherwise engage in any business of expiring five (A5) operating or franchising retail stores within years following the United States, Canada, Mexico, Puerto Rico, Second Closing Date (if the United Kingdom, Ireland, Germany and/or Japan Second Close Date occurs) (the “"Restricted Territories”) that sell beauty care products of Xxxxxxx-Xxxxxx or any third Person or (B) distributing to salons and salon professionals within the Restricted Territories professional beauty care products of any unaffiliated third Person (collectivelyPeriod"), “Restricted Activities”). (ii) Section 7.19(a)(i) shall be deemed not breached as a result of (A) the ownership by Xxxxxxx-Xxxxxx or any of its Subsidiaries of: (1) less than an aggregate of 5% of any class of capital stock of a Person engagedSeller will not, directly or indirectly, either as principal, agent, partner, lender, investor, or in Restricted Activities; providedany other capacity, howeverengage in, that such capital stock is listed have a financial interest in or quoted on a national securities exchange be in any way connected or affiliated with any enterprise (whether or not incorporated) which engages in the Nasdaq National Market purchase, sale, marketing, import, distribution or (2) less than 15% in value brokerage of any instrument of indebtedness replenishment inventory or promotional inventory of a Person engagedformat, category or product line which is sold or offered for sale by Seller in the United States of America at the date of this Agreement ("Competitive Products"), except for the sale of Promotional Inventory pending the Second Closing Date, and except for Inventory included in the Excluded Assets. In addition, Seller will not, during the Restricted Period, divert or take away or attempt to divert or take away any of Buyer's or any Buyer's affiliates' employees and, solely with respect to the Competitive Products and Competitive Business (defined below), Buyer's or Buyer's affiliates' customers or suppliers, and, further, Seller shall refrain from, directly or indirectly: (i) committing any act which would in any way jeopardize any relationship Buyer or any Buyer affiliate has or may come to have with any such employee, customer or supplier; or (ii) engaging in, having a financial interest in, or being in any way connected or affiliated with any enterprise which engages in the wholesale or retail sale and distribution of closeout merchandise. Notwithstanding anything to the contrary contained in the above paragraph, in Restricted Activities, (B) Xxxxxxx-Xxxxxx or any the event the Second Closing does not occur solely as a result of Buyer's breach of its Subsidiaries acquiring control of any Person or business that for the fiscal year immediately preceding such acquisition derived less than 10% of its revenues from Restricted Activities, obligations hereunder (C) Xxxxxxx-Xxxxxx or any of its Subsidiaries acquiring control of any Person or business that for the fiscal year immediately preceding such acquisition derived more than 10% of its revenues but less than 35% of its revenues from Restricted Activities so long as it shall use its reasonable best efforts to divest such operations as promptly as practicable and in any event within 12 months after the consummation of such acquisition of control, (D) Xxxxxxx-Xxxxxx or any of its Subsidiaries owning an interest acquired as a creditor in bankruptcy or otherwise than finally determined by a voluntary investment decision in a Person or business that for the fiscal year immediately preceding the acquisition court of such interest by Xxxxxxx-Xxxxxx or any of its Subsidiaries derived 10% or more of its revenues from Restricted Activitieslaw), so long as Xxxxxxx-Xxxxxx or its applicable Subsidiary shall use its reasonable best efforts to divest such interest as promptly as practicable and in any event within 12 months after the acquisition of such interest; provided, however, that Xxxxxxx-Xxxxxx and its Subsidiaries shall not be required to divest any such interest acquired pursuant to this clause (D) if its fair market value at the time of such acquisition is less than $1,000,000, (E) Xxxxxxx-Xxxxxx and its Subsidiaries operating up to ten retail stores that sell beauty care products, (F) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing their branded professional beauty care products directly or through distributors to salons and salon professionals, (G) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing professional beauty care products of any third Person directly to salons and salon professionals within the Restricted Territories if any member of the Xxxxxxx-Xxxxxx Group as of the date hereof sells and distributes such products and which sales will in no event exceed 2% of the consolidated net sales of Xxxxxxx-Xxxxxx in any fiscal year or (H) Xxxxxxx-Xxxxxx and its Subsidiaries operating their company stores in any office, plant or warehouse owned or leased by Xxxxxxx-Xxxxxx or any of its Subsidiaries (each of which shall not be deemed to be a retail store for purposes of Section 7.19(a)(ii)(E)). For the avoidance of doubt, Xxxxxxx-Xxxxxx and its Subsidiaries may actively operate, manage and control any Person or business any of them acquire in accordance with clause (B) and/or clause (C). (iii) Xxxxxxx-Xxxxxx and Regis agree that the covenants included in Section 7.19(a) are reasonable in their geographic and temporal coverage, and that neither Xxxxxxx-Xxxxxx nor Regis shall raise any issue of geographic or temporal reasonableness in any proceeding to enforce such covenant; provided, however, that if the provision of Section 7.19(a) should ever be deemed to exceed the time or geographic limitations or any other limitations permitted by Applicable Law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the minimum extent required by Applicable Law to cure such problem. Notwithstanding any other provision of this Agreement, it is understood and agreed that monetary damages would be inadequate in the case of any breach of the covenants contained in Section 7.19(a), and that Regis Paragraph 9.3(b) shall be entitled to seek equitable relief, including the remedy inoperative and of specific performance, with respect to any breach or attempted breach of such covenantsno force and effect.

Non-Competition. (i) XxxxxxxExcept as set forth on Schedule 9.4, during the Non-Xxxxxx agrees Compete Period, the Sellers Parties will not, and will cause their respective Affiliates not to, directly or indirectly, (A) enter into, engage in, consult, manage or otherwise participate in the operation of any business that for a period competes with the Business (as currently conducted as of 30 months following the Closing Date it shall not and shall cause its Subsidiaries not to acquireDate) within the Restricted Territory, manage(B) solicit Clients, operateProspective Clients, control business, patronage or orders for, or sell, any products or services in competition with, or for any business, wherever located, that competes with the Business within the Restricted Territory; (C) divert, entice or otherwise engage take away any Clients, Prospective Clients, business, patronage or orders of the Business (as currently conducted as of the Closing Date) within the Restricted Territory, or attempt to do so; or (D) promote or assist, financially or otherwise, any Person engaged in any business of (A) operating or franchising retail stores within the United States, Canada, Mexico, Puerto Rico, the United Kingdom, Ireland, Germany and/or Japan (the “Restricted Territories”) that sell beauty care products of Xxxxxxx-Xxxxxx or any third Person or (B) distributing to salons and salon professionals within the Restricted Territories professional beauty care products Territory that competes with the Business (as currently conducted as of the Closing Date). Nothing contained in this Section 9.4 will prohibit the Shareholders from acquiring or holding at any one time a passive investment of less than 5% of the outstanding shares of capital stock of any unaffiliated third Person (collectivelypublicly traded corporation that may compete with Buyers within the Restricted Territory. For the purposes of this Section 9.4, the “Restricted Activities”)Seller” will also include any and all of its direct and indirect subsidiaries, parents, Affiliates, or related companies of Sellers from time to time. (ii) Seller Parties will be released from the restrictions set forth in this Section 7.19(a)(i) shall be deemed not breached as a result of (A) the ownership by Xxxxxxx-Xxxxxx or any of its Subsidiaries of: (1) less than an aggregate of 5% of any class of capital stock of a Person engaged, directly or indirectly, in Restricted Activities; provided, however, that such capital stock is listed or quoted on a national securities exchange or the Nasdaq National Market or (2) less than 15% in value of any instrument of indebtedness of a Person engaged, directly or indirectly, in Restricted Activities, (B) Xxxxxxx-Xxxxxx or any of its Subsidiaries acquiring control of any Person or business that for the fiscal year immediately preceding such acquisition derived less than 10% of its revenues from Restricted Activities, (C) Xxxxxxx-Xxxxxx or any of its Subsidiaries acquiring control of any Person or business that for the fiscal year immediately preceding such acquisition derived more than 10% of its revenues but less than 35% of its revenues from Restricted Activities so long as it shall use its reasonable best efforts to divest such operations as promptly as practicable and in any event within 12 months after the consummation of such acquisition of control, (D) Xxxxxxx-Xxxxxx or any of its Subsidiaries owning an interest acquired as a creditor in bankruptcy or otherwise than by a voluntary investment decision in a Person or business that for the fiscal year immediately preceding the acquisition of such interest by Xxxxxxx-Xxxxxx or any of its Subsidiaries derived 10% or more of its revenues from Restricted Activities, so long as Xxxxxxx-Xxxxxx or its applicable Subsidiary shall use its reasonable best efforts to divest such interest as promptly as practicable and in any event within 12 months after the acquisition of such interest; provided, however, that Xxxxxxx-Xxxxxx and its Subsidiaries shall not be required to divest any such interest acquired pursuant to this clause (D9.4(a) if its fair market value at any time during the Non-Compete Period Buyers withdraw from or wind up or publicly announce that they are, or will be, withdrawing from or winding up all of the material lines of business performed in the Leadership Consulting Business of Buyers. (iii) A Continuing Shareholder will be released from the restrictions set forth in this Section 9.4(a) to the extent (but only to the extent) such Shareholder is terminated without Cause (as defined in such Shareholder’s employment agreement with Buyers or their Affiliates) or resigns for Good Reason (as defined in such Shareholder’s employment agreement with Buyer or their Affiliates) and, at the time of such acquisition is less than $1,000,000termination or resignation, (E) Xxxxxxx-Xxxxxx and its Subsidiaries operating up to ten retail stores that sell beauty care products, (F) Xxxxxxx-Xxxxxx and its Subsidiaries selling no other partners of Buyers or distributing their branded professional beauty care products directly or through distributors to salons and salon professionals, (G) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing professional beauty care products of any third Person directly to salons and salon professionals within the Restricted Territories if any member Affiliates offer services of the Xxxxxxx-Xxxxxx Group as of the date hereof sells and distributes such products and which sales will in no event exceed 2% of the consolidated net sales of Xxxxxxx-Xxxxxx in any fiscal year or (H) Xxxxxxx-Xxxxxx and its Subsidiaries operating their company stores in any office, plant or warehouse owned or leased by Xxxxxxx-Xxxxxx or any of its Subsidiaries (each of which shall not be deemed to be a retail store for purposes of Section 7.19(a)(ii)(E)). For the avoidance of doubt, Xxxxxxx-Xxxxxx and its Subsidiaries may actively operate, manage and control any Person or business any of them acquire in accordance with clause (B) and/or clause (C)same nature. (iii) Xxxxxxx-Xxxxxx and Regis agree that the covenants included in Section 7.19(a) are reasonable in their geographic and temporal coverage, and that neither Xxxxxxx-Xxxxxx nor Regis shall raise any issue of geographic or temporal reasonableness in any proceeding to enforce such covenant; provided, however, that if the provision of Section 7.19(a) should ever be deemed to exceed the time or geographic limitations or any other limitations permitted by Applicable Law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the minimum extent required by Applicable Law to cure such problem. Notwithstanding any other provision of this Agreement, it is understood and agreed that monetary damages would be inadequate in the case of any breach of the covenants contained in Section 7.19(a), and that Regis shall be entitled to seek equitable relief, including the remedy of specific performance, with respect to any breach or attempted breach of such covenants.

Non-Competition. A. Employee acknowledges that the services rendered to the Schools prior to the purchase and the knowledge obtained as a result of such services and such employment were of a special and unusual character and have a unique value to the Schools. In view of the unique value of the services, and as a material inducement to EMI and Acquisition to enter into this Agreement and to pay to her the consideration referred to below, Employee covenants and agrees that she will not, after the effective date of the Purchase (i) Xxxxxxx-Xxxxxx agrees that for a period of 30 months following the Closing Date it shall not and shall cause its Subsidiaries not to acquire, manage, operate, control directly or otherwise indirectly engage in any business anywhere within 50 miles of (A) operating or franchising retail stores within the United States, Canada, Mexico, Puerto Rico, boundaries of the United Kingdom, Ireland, Germany and/or Japan state of New Hampshire (the “Restricted Territories”"Area") that sell beauty care products of Xxxxxxx-Xxxxxx if such business teaches courses similar to those taught by EMI or Acquisition or any third Person affiliate or subsidiary of EMI (B"Affiliate") distributing to salons and salon professionals within in the Restricted Territories professional beauty care products state of any unaffiliated third Person New Hampshire (collectively, “Restricted "Prohibited Activities”"). ; (ii) become associated as manager, supervisor, employee, consultant, advisor, or stockholder owning more than 5% of the outstanding stock of a company or participate in the management or direction of a company or otherwise with any person, corporation or entity engaging in Prohibited Activities anywhere within the Area; (iii) call upon any of Acquisition's, EMI's or any of EMI's subsidiary schools' students, teachers or referral sources for the promotion of any Prohibited Activities for any person, corporation, or other entity within the Area, or (iv) divert, solicit or take away any student or referral source of Acquisition's, EMI's or any of EMI's subsidiary schools located in the Area. B. Employee covenants and agrees that, if she shall violate any of the covenants or agreements contained in this Section 7.19(a)(i2, EMI and/or Acquisition shall be entitled to an accounting and repayment of all profits, compensation, commissions, remuneration, or benefits which she directly or indirectly has realized and/or may realize as a result of, growing out of, or in connection with any such violation; such remedy shall be in addition to and not in limitation of any injunctive relief or other rights or remedies to which EMI and/or Acquisition may be entitled at law or in equity or under this Agreement. C. Employee has carefully read and considered the provisions of this Section and Section 1, and having done so, agrees that the restrictions set forth (including but not limited to the time period of restriction and the areas of restriction) are fair and reasonable and are reasonably required for the protection of the interests of EMI, Acquisition, its officers, directors, and other employees. D. In the event that, notwithstanding the foregoing, any of the provisions of this Section or Section 1 shall be held to be invalid or unenforceable, the remaining provisions thereof shall nevertheless continue to be valid and enforceable as though invalid or unenforceable parts had not been included therein. In the event that any provision of this Section relating to time period and/or areas of restriction shall be declared by a panel of arbitrators or a court of competent jurisdiction if such court refuses to refer such matter to arbitration, to exceed the maximum time period or areas such panel or court deems reasonable and enforceable, said time period and/or areas of restriction shall be deemed not breached as a result to become, and thereafter be, the maximum time period and/or area which such panel or court deems reasonable and enforceable. E. With respect to the provisions of (A) the ownership this Section, Employee agrees that damages, by Xxxxxxx-Xxxxxx or any of its Subsidiaries of: (1) less than themselves, are an aggregate of 5% of any class of capital stock of a Person engaged, directly or indirectly, in Restricted Activities; provided, howeverinadequate remedy at law, that such capital stock is listed or quoted on a national securities exchange or the Nasdaq National Market or (2) less than 15% in value of any instrument of indebtedness of a Person engaged, directly or indirectly, in Restricted Activities, (B) Xxxxxxx-Xxxxxx or any of its Subsidiaries acquiring control of any Person or business that for the fiscal year immediately preceding such acquisition derived less than 10% of its revenues from Restricted Activities, (C) Xxxxxxx-Xxxxxx or any of its Subsidiaries acquiring control of any Person or business that for the fiscal year immediately preceding such acquisition derived more than 10% of its revenues but less than 35% of its revenues from Restricted Activities so long as it shall use its reasonable best efforts to divest such operations as promptly as practicable and in any event within 12 months after the consummation of such acquisition of control, (D) Xxxxxxx-Xxxxxx or any of its Subsidiaries owning an interest acquired as a creditor in bankruptcy or otherwise than by a voluntary investment decision in a Person or business that for the fiscal year immediately preceding the acquisition of such interest by Xxxxxxx-Xxxxxx or any of its Subsidiaries derived 10% or more of its revenues from Restricted Activities, so long as Xxxxxxx-Xxxxxx or its applicable Subsidiary shall use its reasonable best efforts to divest such interest as promptly as practicable and in any event within 12 months after the acquisition of such interest; provided, however, that Xxxxxxx-Xxxxxx and its Subsidiaries shall not be required to divest any such interest acquired pursuant to this clause (D) if its fair market value at the time of such acquisition is less than $1,000,000, (E) Xxxxxxx-Xxxxxx and its Subsidiaries operating up to ten retail stores that sell beauty care products, (F) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing their branded professional beauty care products directly or through distributors to salons and salon professionals, (G) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing professional beauty care products of any third Person directly to salons and salon professionals within the Restricted Territories if any member material breach of the Xxxxxxx-Xxxxxx Group as provisions of this Section would cause irreparable injury to the date hereof sells and distributes such products and which sales will in no event exceed 2% of the consolidated net sales of Xxxxxxx-Xxxxxx in any fiscal year or (H) Xxxxxxx-Xxxxxx and its Subsidiaries operating their company stores in any office, plant or warehouse owned or leased by Xxxxxxx-Xxxxxx or any of its Subsidiaries (each of which shall not be deemed to be a retail store for purposes of Section 7.19(a)(ii)(E)). For the avoidance of doubt, Xxxxxxx-Xxxxxx and its Subsidiaries may actively operate, manage and control any Person or business any of them acquire in accordance with clause (B) and/or clause (C). (iii) Xxxxxxx-Xxxxxx and Regis agree that the covenants included in Section 7.19(a) are reasonable in their geographic and temporal coverageaggrieved party, and that neither Xxxxxxx-Xxxxxx nor Regis shall raise any issue the provisions of geographic this Section 2 may be specifically enforced by injunction or temporal reasonableness similar remedy in any proceeding to enforce court of competent jurisdiction without affecting any claim for damages, provided that any such covenant; providedinjunction shall either be preliminary in nature, however, that if enjoining such activity pending the provision outcome of arbitration as provided for in Section 7.19(a) should ever be deemed to exceed the time or geographic limitations or any other limitations permitted by Applicable Law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the minimum extent required by Applicable Law to cure such problem. Notwithstanding any other provision 4 of this Agreement, it is understood and agreed that monetary damages would or be inadequate in the case of any breach assistance of the covenants contained final determination of the arbitrators as provided for in Section 7.19(a), and such Section. Employee agrees that Regis shall such injunction may be entitled to seek equitable relief, including issued without the remedy necessity of specific performance, with respect to any breach or attempted breach of such covenants.bond. CONSIDERATION

Non-Competition. (i) Xxxxxxx-Xxxxxx agrees that for a period of 30 months following 2.7.1 During the Closing Date it shall not and shall cause its Subsidiaries not to acquireTerm, manage, operate, control or otherwise engage in any business of (A) operating or franchising retail stores within the United States, Canada, Mexico, Puerto Rico, the United Kingdom, Ireland, Germany and/or Japan (the “Restricted Territories”) that sell beauty care products of Xxxxxxx-Xxxxxx or any third Person or (B) distributing to salons and salon professionals within the Restricted Territories professional beauty care products of any unaffiliated third Person (collectively, “Restricted Activities”). (ii) Section 7.19(a)(i) shall be deemed not breached as a result of (A) the ownership by Xxxxxxx-Xxxxxx or any of its Subsidiaries of: (1) less than an aggregate of 5% of any class of capital stock of a Person engagedneither Party shall, directly or indirectly, Commercialize a Competing Product in Restricted Activities; provided, however, that such capital stock is listed or quoted on a national securities exchange or the Nasdaq National Market or (2) less than 15% in value of any instrument of indebtedness of a Person engaged, directly or indirectly, in Restricted Activities, (B) Xxxxxxx-Xxxxxx Territory. 2.7.2 If Syndax or any of its Subsidiaries Affiliates, acquires, is acquired by, merges with, or otherwise enters into a combination with, an entity that owns or has a license or other right to, a Competing Product, then Syndax and/or its Affiliates (or the surviving or acquiring control entity, as applicable) shall have the right to commercialize such Competing Product in the Territory provided that Syndax or its Affiliate (or the surviving or acquiring entity, as applicable) notifies KHK of such Competing Product in writing no later than the Required Notice Date (as defined below) and thereafter performs one of the following acts: (i) divest such Competing Product on a country-by-country basis and notify KHK in writing of such divestiture; provided that an agreement with a Third Party for such divestiture shall be completed within *** after the Required Notice Date; or (ii) establish *** to ensure that *** who are *** (A) are *** and (B) are not ***. For the avoidance of doubt, in no event shall Syndax or its Affiliates (or the surviving or acquiring entity, as applicable) be entitled to use any Person Confidential Information of KHK for any other purpose (including the research, development or business that for commercialization of such Competing Product) than the fiscal year immediately preceding such acquisition derived less than 10% of its revenues from Restricted Activities, (C) Xxxxxxx-Xxxxxx purposes permitted under Article 14. 2.7.3 If KHK or any of its Subsidiaries Affiliates acquires, is acquired by, merges with, or otherwise enters into a combination with, an entity that owns or has a license or other right to a Competing Product, then KHK and/or its Affiliates (or the surviving or acquiring control entity, as applicable) shall have the right to commercialize such Competing Product in the Territory provided that KHK or its Affiliate (or the surviving or acquiring entity, as applicable) notifies Syndax of any Person or business that for such Competing Product in writing no later than the fiscal year immediately preceding such acquisition derived more than 10% Required Notice Date (as defined below) and thereafter performs one of its revenues but less than 35% of its revenues from Restricted Activities so long as it shall use its reasonable best efforts to the following acts: (i) divest such operations as promptly as practicable Competing Product on a country-by-country basis and notify Syndax in any event writing of such divestiture; provided that an agreement with a Third Party for such divestiture shall be completed within 12 months *** after the consummation of such acquisition of control, Required Notice Date; or (Dii) Xxxxxxx-Xxxxxx or any of its Subsidiaries owning an interest acquired as a creditor immediately terminate this Agreement (in bankruptcy or otherwise than by a voluntary investment decision in a Person or business that for which case the fiscal year immediately preceding the acquisition of such interest by Xxxxxxx-Xxxxxx or any of its Subsidiaries derived 10% or more of its revenues from Restricted Activities, so long as Xxxxxxx-Xxxxxx or its applicable Subsidiary notice delivered above shall use its reasonable best efforts to divest such interest as promptly as practicable and in any event within 12 months after the acquisition of such interest; provided, however, that Xxxxxxx-Xxxxxx and its Subsidiaries shall not be required to divest any such interest acquired pursuant to this clause (D) if its fair market value at the time of such acquisition is less than $1,000,000, (E) Xxxxxxx-Xxxxxx and its Subsidiaries operating up to ten retail stores that sell beauty care products, (F) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing their branded professional beauty care products directly or through distributors to salons and salon professionals, (G) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing professional beauty care products of any third Person directly to salons and salon professionals within the Restricted Territories if any member of the Xxxxxxx-Xxxxxx Group as of the date hereof sells and distributes such products and which sales will in no event exceed 2% of the consolidated net sales of Xxxxxxx-Xxxxxx in any fiscal year or (H) Xxxxxxx-Xxxxxx and its Subsidiaries operating their company stores in any office, plant or warehouse owned or leased by Xxxxxxx-Xxxxxx or any of its Subsidiaries (each of which shall not be deemed to be a retail store for purposes notice of Section 7.19(a)(ii)(E)termination). For the avoidance of doubt, Xxxxxxx-Xxxxxx and in no event shall KHK or its Subsidiaries may actively operateAffiliates (or the surviving or acquiring entity, manage and control any Person or business any of them acquire in accordance with clause (Bas applicable) and/or clause (C). (iii) Xxxxxxx-Xxxxxx and Regis agree that the covenants included in Section 7.19(a) are reasonable in their geographic and temporal coverage, and that neither Xxxxxxx-Xxxxxx nor Regis shall raise any issue of geographic or temporal reasonableness in any proceeding to enforce such covenant; provided, however, that if the provision of Section 7.19(a) should ever be deemed to exceed the time or geographic limitations or any other limitations permitted by Applicable Law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the minimum extent required by Applicable Law to cure such problem. Notwithstanding any other provision of this Agreement, it is understood and agreed that monetary damages would be inadequate in the case of any breach of the covenants contained in Section 7.19(a), and that Regis shall be entitled to seek equitable relief, use any Confidential Information of Syndax for any other purpose (including the remedy of specific performanceresearch, with respect to any breach development or attempted breach commercialization of such covenantsCompeting Product) than the purposes permitted under Article 14. 2.7.4 As used herein, “Required Notice Date” means the date that is *** prior to the *** of ***; provided that the Required Notice Date shall in no event be *** the *** following the consummation of the transaction described in Section 2.7.2 or 2.7.3, as applicable.

Non-Competition. (i) Xxxxxxx-Xxxxxx agrees that The benefits provided to Executives under this Plan are specifically conditioned on each Executive’s covenant that, for a period of 30 months following the Closing Date it shall not and shall cause its Subsidiaries not to acquire, manage, operate, control or otherwise engage in any business of (A) operating or franchising retail stores within the United States, Canada, Mexico, Puerto Rico, the United Kingdom, Ireland, Germany and/or Japan (the “Restricted Territories”) that sell beauty care products of Xxxxxxx-Xxxxxx or any third Person or (B) distributing to salons and salon professionals within the Restricted Territories professional beauty care products of any unaffiliated third Person (collectively, “Restricted Activities”). (ii) Section 7.19(a)(i) shall be deemed not breached as a result of (A) the ownership by Xxxxxxx-Xxxxxx or any of its Subsidiaries of: one (1) less year following the Executive’s Separation from Service with the Bank (other than following a Change in Control), the Executive will not, without the written consent of the Bank, either directly or indirectly: (a) compete with the Bank for a period of twelve (12) months following such termination in any city, town or county in which the Executive’s normal business office is located and the Bank or the Company has an aggregate office or have filed an application for regulatory approval to establish an office, determined as of 5% of any class of capital stock of the Termination Date, except as agreed to pursuant to a Person engagedresolution duly adopted by the Board. the Executive agrees that during such period and within said cities, towns and counties, the Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, in Restricted Activities; providedany entity whose business materially competes with the depository, however, that such capital stock is listed lending or quoted on a national securities exchange or other business activities of the Nasdaq National Market or (2) less than 15% in value of any instrument of indebtedness of a Person engaged, directly or indirectly, in Restricted Activities, (B) Xxxxxxx-Xxxxxx or any of its Subsidiaries acquiring control of any Person or business that for the fiscal year immediately preceding such acquisition derived less than 10% of its revenues from Restricted Activities, (C) Xxxxxxx-Xxxxxx or any of its Subsidiaries acquiring control of any Person or business that for the fiscal year immediately preceding such acquisition derived more than 10% of its revenues but less than 35% of its revenues from Restricted Activities so long as it shall use its reasonable best efforts to divest such operations as promptly as practicable and in any event within 12 months after the consummation of such acquisition of control, (D) Xxxxxxx-Xxxxxx or any of its Subsidiaries owning an interest acquired as a creditor in bankruptcy or otherwise than by a voluntary investment decision in a Person or business that for the fiscal year immediately preceding the acquisition of such interest by Xxxxxxx-Xxxxxx or any of its Subsidiaries derived 10% or more of its revenues from Restricted Activities, so long as Xxxxxxx-Xxxxxx Bank or its applicable Subsidiary shall use its reasonable best efforts to divest such interest as promptly as practicable and in any event within 12 months after the acquisition of such interest; provided, however, that Xxxxxxx-Xxxxxx and its Subsidiaries shall not be required to divest any such interest acquired pursuant to this clause (D) if its fair market value at the time of such acquisition is less than $1,000,000, (E) Xxxxxxx-Xxxxxx and its Subsidiaries operating up to ten retail stores that sell beauty care products, (F) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing their branded professional beauty care products directly or through distributors to salons and salon professionals, (G) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing professional beauty care products of any third Person directly to salons and salon professionals within the Restricted Territories if any member of the Xxxxxxx-Xxxxxx Group as of the date hereof sells and distributes such products and which sales will in no event exceed 2% of the consolidated net sales of Xxxxxxx-Xxxxxx in any fiscal year or (H) Xxxxxxx-Xxxxxx and its Subsidiaries operating their company stores in any office, plant or warehouse owned or leased by Xxxxxxx-Xxxxxx or any of its Subsidiaries (each of which shall not be deemed to be a retail store for purposes of Section 7.19(a)(ii)(E)). For the avoidance of doubt, Xxxxxxx-Xxxxxx and its Subsidiaries may actively operate, manage and control any Person or business any of them acquire in accordance with clause (B) and/or clause (C)affiliates. (iiii) Xxxxxxx-Xxxxxx and Regis agree that hire or attempt to hire any employee of the covenants included Bank, assist in Section 7.19(asuch hiring by any other person, or encourage any such employee to terminate his or her relationship with the Bank, or (ii) are reasonable solicit business from any customer of the Bank or their subsidiaries, divert or attempt to divert any business from the Bank or their subsidiaries, or induce, attempt to induce, or assist others in their geographic and temporal coverageinducing or attempting to induce any agent, and that neither Xxxxxxx-Xxxxxx nor Regis shall raise any issue customer or supplier of geographic or temporal reasonableness in any proceeding to enforce such covenant; provided, however, that if the provision of Section 7.19(a) should ever be deemed to exceed the time or geographic limitations Bank or any other limitations permitted by Applicable Law person or entity associated or doing business with the Bank (or proposing to become associated or to do business with the Bank) to terminate such person’s or entity’s relationship with the Bank (or to refrain from becoming associated with or doing business with the Bank) or in any jurisdictionother manner to interfere with the relationship between the Bank and any such person or entity. In the event that the Executive competes in violation of this provision, then such provisions all amounts payable to Executive hereunder shall cease and any amounts previously paid shall be deemed reformed in such jurisdiction reimbursed to the minimum extent required by Applicable Law to cure such problem. Notwithstanding any other provision of this Agreement, it is understood and agreed that monetary damages would be inadequate in the case of any breach Bank within thirty (30) days of the covenants contained in Section 7.19(a), and Bank’s notification to Executive that Regis shall be entitled to seek equitable relief, including the remedy of specific performance, with respect to any breach or attempted breach of such covenantsthis provision has been violated.

Non-Competition. (i) Xxxxxxx-Xxxxxx agrees I acknowledge that employment by the Company will give me access to the Confidential Information, and that my knowledge of the Confidential Information will enable me to put the Company at a significant competitive disadvantage if I am employed or engaged by or become involved in a Competitive Business. Accordingly, during the Employment Period and for a period of 30 months following one year after the Closing Date it shall not and shall cause its Subsidiaries not to acquireTermination Date, manage, operate, control or otherwise engage in any business of (A) operating or franchising retail stores within the United States, Canada, Mexico, Puerto Rico, the United Kingdom, Ireland, Germany and/or Japan (the “Restricted Territories”) that sell beauty care products of Xxxxxxx-Xxxxxx or any third Person or (B) distributing to salons and salon professionals within the Restricted Territories professional beauty care products of any unaffiliated third Person (collectively, “Restricted Activities”). (ii) Section 7.19(a)(i) shall be deemed not breached as a result of (A) the ownership by Xxxxxxx-Xxxxxx or any of its Subsidiaries of: (1) less than an aggregate of 5% of any class of capital stock of a Person engagedI will not, directly or indirectly, individually or in Restricted Activities; provided, however, that such capital stock is listed partnership or quoted on a national securities exchange in conjunction with any other person or entity other than the Nasdaq National Market or Company: (2i) less than 15% in value of any instrument of indebtedness of a Person engaged, directly or indirectly, in Restricted Activities, (B) Xxxxxxx-Xxxxxx or any of its Subsidiaries acquiring control of any Person or business that for the fiscal year immediately preceding such acquisition derived less than 10% of its revenues from Restricted Activities, (C) Xxxxxxx-Xxxxxx or any of its Subsidiaries acquiring control of any Person or business that for the fiscal year immediately preceding such acquisition derived more than 10% of its revenues but less than 35% of its revenues from Restricted Activities so long as it shall use its reasonable best efforts to divest such operations as promptly as practicable and be engaged in any event within 12 months after the consummation of such acquisition of controlmanner whatsoever, (D) Xxxxxxx-Xxxxxx including, without limitation, either individually or in partnership, jointly or in conjunction with any of its Subsidiaries owning other person, or as an interest acquired as a creditor in bankruptcy employee, consultant, adviser, principal, agent, member, or otherwise than by a voluntary investment decision in a Person or business that for the fiscal year immediately preceding the acquisition of such interest by Xxxxxxx-Xxxxxx or any of its Subsidiaries derived 10% or more of its revenues from Restricted Activities, so long as Xxxxxxx-Xxxxxx or its applicable Subsidiary shall use its reasonable best efforts to divest such interest as promptly as practicable and proprietor in any event Competitive Business anywhere within 12 months after any state, province, county, or city in the acquisition of such interest; provided, however, that Xxxxxxx-Xxxxxx and its Subsidiaries shall not be required to divest any such interest acquired pursuant to this clause (D) if its fair market value at United States in which the time of such acquisition is less than $1,000,000, (E) Xxxxxxx-Xxxxxx and its Subsidiaries operating up to ten retail stores that sell beauty care products, (F) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing their branded professional beauty care products directly or through distributors to salons and salon professionals, (G) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing professional beauty care products of any third Person directly to salons and salon professionals within the Restricted Territories if any member of the Xxxxxxx-Xxxxxx Group Company conducts business as of the date hereof sells and distributes such products and which sales will in no event exceed 2% of Termination Date or conducted business within the consolidated net sales of Xxxxxxxone-Xxxxxx year period prior to Termination Date (the “Restricted Area”); (ii) be engaged in any fiscal year manner whatsoever, including, without limitation, either individually or in partnership, jointly or in conjunction with any other person, or as an employee, consultant, adviser, principal, agent, member or proprietor in any Competitive Business anywhere in the Restricted Area in a capacity in which the loyal and complete fulfilment of my duties to that Competitive Business would (i) inherently require that I use, copy or transfer Confidential Information, or (Hii) Xxxxxxx-Xxxxxx and its Subsidiaries operating their company stores in make beneficial any officeuse, plant copy or warehouse owned or leased by Xxxxxxx-Xxxxxx or any of its Subsidiaries (each of which shall not be deemed to be a retail store for purposes of Section 7.19(a)(ii)(E)). For transfer the avoidance of doubt, Xxxxxxx-Xxxxxx and its Subsidiaries may actively operate, manage and control any Person or business any of them acquire in accordance with clause (B) and/or clause (C).Confidential Information; or (iii) Xxxxxxx-Xxxxxx and Regis agree that advise, invest in, lend money to, guarantee the covenants included in Section 7.19(a) are reasonable in their geographic and temporal coveragedebts or obligations of, and that neither Xxxxxxx-Xxxxxx nor Regis shall raise any issue of geographic or temporal reasonableness in any proceeding to enforce such covenant; provided, however, that if the provision of Section 7.19(a) should ever be deemed to exceed the time or geographic limitations or otherwise have any other limitations permitted financial or other interest (including an interest by Applicable Law way of royalty or other compensation arrangements) in or in respect of any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the minimum extent required by Applicable Law to cure such problem. Notwithstanding any other provision of this Agreement, it is understood and agreed that monetary damages would be inadequate person which carries on a Competitive Business anywhere in the case of any breach Restricted Area. The restriction in this Section 2 will not prohibit me from holding not more than 5% of the covenants contained issued shares of a public company listed on any recognized stock exchange or traded on any bona fide “over the counter” market anywhere in Section 7.19(a), and that Regis shall be entitled to seek equitable relief, including the remedy of specific performance, with respect to any breach or attempted breach of such covenantsworld.

Non-Competition. (a) Prior to the third anniversary of the Closing Date, the Parent Entities shall not engage in the business of (i) Xxxxxxxmanufacturing or selling overhead systems, headliners, interior instrument panels, interior quarter panel/sidewall trim, interior trim consoles, lift-Xxxxxx agrees that for a period of 30 months following the Closing Date it shall not gate trim panels, painted or unpainted fascia and shall cause its Subsidiaries not to acquirebumpers, managecladdings/exterior trim moldings, operateexterior grilles, control structural composite bumpers, or otherwise engage in any business of (A) operating signal, taillight and other lighting or franchising retail stores within the United States, Canada, Mexico, Puerto Rico, the United Kingdom, Ireland, Germany and/or Japan (the “Restricted Territories”) that sell beauty care products of Xxxxxxx-Xxxxxx or any third Person or (B) distributing to salons and salon professionals within the Restricted Territories professional beauty care products of any unaffiliated third Person (collectively, “Restricted Activities”). (ii) Section 7.19(a)(i) shall be deemed not breached as a result of (A) the ownership by Xxxxxxxassembling or selling cockpit systems or front-Xxxxxx or any of its Subsidiaries of: (1) less than an aggregate of 5% of any class of capital stock of a Person engaged, directly or indirectlyend modules, in Restricted Activities; providedeach case as currently manufactured, however, that such capital stock is listed assembled or quoted on a national securities exchange or sold by the Nasdaq National Market or (2) less than 15% in value of any instrument of indebtedness of a Person engaged, directly or indirectly, in Restricted Activities, (B) Xxxxxxx-Xxxxxx or any of its Bison Subsidiaries acquiring control of any Person or business that for the fiscal year immediately preceding such acquisition derived less than 10% of its revenues from Restricted Activities, (C) Xxxxxxx-Xxxxxx or any of its Subsidiaries acquiring control of any Person or business that for the fiscal year immediately preceding such acquisition derived more than 10% of its revenues but less than 35% of its revenues from Restricted Activities so long as it shall use its reasonable best efforts to divest such operations as promptly as practicable and in any event within 12 months after each case for use in automotive passenger cars and light and heavy trucks (the consummation of such acquisition of control, (D) Xxxxxxx-Xxxxxx or any of its Subsidiaries owning an interest acquired as a creditor in bankruptcy or otherwise than by a voluntary investment decision in a Person or business that for the fiscal year immediately preceding the acquisition of such interest by Xxxxxxx-Xxxxxx or any of its Subsidiaries derived 10% or more of its revenues from "Restricted Activities, so long as Xxxxxxx-Xxxxxx or its applicable Subsidiary shall use its reasonable best efforts to divest such interest as promptly as practicable and in any event within 12 months after the acquisition of such interest; provided, however, that Xxxxxxx-Xxxxxx and its Subsidiaries shall not be required to divest any such interest acquired pursuant to this clause (D) if its fair market value at the time of such acquisition is less than $1,000,000, (E) Xxxxxxx-Xxxxxx and its Subsidiaries operating up to ten retail stores that sell beauty care products, (F) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing their branded professional beauty care products directly or through distributors to salons and salon professionals, (G) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing professional beauty care products of any third Person directly to salons and salon professionals within the Restricted Territories if any member of the Xxxxxxx-Xxxxxx Group as of the date hereof sells and distributes such products and which sales will in no event exceed 2% of the consolidated net sales of Xxxxxxx-Xxxxxx in any fiscal year or (H) Xxxxxxx-Xxxxxx and its Subsidiaries operating their company stores in any office, plant or warehouse owned or leased by Xxxxxxx-Xxxxxx or any of its Subsidiaries (each of which shall not be deemed to be a retail store for purposes of Section 7.19(a)(ii)(E)Field"). For the avoidance of doubt, Xxxxxxxthe continued operation of the existing businesses of Parent and the Non-Xxxxxx Bison Subsidiaries and the continued ownership by Parent or one or more of its Affiliates of a direct or indirect equity interest in THI and its Subsidiaries may actively operateshall not be a violation of this Section 5.11(a). Notwithstanding anything to the contrary contained herein, manage and control any Person if C&A Products or business any of them acquire its Subsidiaries default under any of the Leasing Documents and Parent or any of its Affiliates continue to own any interest in accordance with clause the Equipment (Bas defined in the Equipment Lease Term Sheet attached hereto as Exhibit 12) and/or clause subject thereto, then the Parent Entities (C)and all Affiliates of Parent) shall be permitted to use such Equipment (whether or not in the Restricted Field) and lease, license, sell or otherwise transfer (whether or not for use in the Restricted Field) all or any part of their respective right, title and interest in and to such Equipment to any third party. (iiib) XxxxxxxNotwithstanding the foregoing, the Parent Entities may acquire, directly or indirectly, all or substantially all of the capital stock or assets of any Person (an "After-Xxxxxx Acquired Business") which derives 33% or less of its gross sales revenues from the Restricted Field, if Parent or such Parent Entity promptly grants to Holdings an option to acquire the portion of the After-Acquired Business which engages in the Restricted Field (the "Restricted Portion") upon the terms and Regis agree conditions set forth in this Section 5.11(b) and promptly gives notice to Holdings of such option (but in no event later than the date the After-Acquired Business was acquired). The purchase price for the Restricted Portion shall be an amount equal to the aggregate purchase price, including any liabilities assumed by a Parent Entity, paid by a Parent Entity for the After-Acquired Business, multiplied by a fraction, the numerator of which shall be the net operating profit or other mutually acceptable measure of value of the Restricted Portion during the most recently completed fiscal year prior to the date such Parent Entity acquired the After-Acquired Business and the denominator of which shall be the net operating profit or other mutually acceptable measure of value of the After-Acquired Business during the same period. (i) The purchase of the Restricted Portion by Holdings will be subject to the execution by the Parent Entity and Holdings of a mutually satisfactory definitive agreement for such purchase and the obtaining of all necessary regulatory approvals from any Governmental Authority and material third party Consents (in each case at no out-of-pocket cost or expense to the Parent Entity) and the expiration or termination of any applicable waiting period under the HSR Act and any applicable Foreign Competition Laws. The Parent Entity's representations and warranties in the definitive purchase agreement for the Restricted Portion shall be limited to reasonable assurances that the covenants included applicable Parent Entity had caused the Restricted Portion to be operated in Section 7.19(a) are reasonable in their geographic and temporal coveragethe ordinary course of business during the period of such Parent Entity's ownership, and that neither Xxxxxxxthe Parent Entity shall use all commercially reasonable efforts to cause its rights under the purchase agreement by which it acquired the After-Xxxxxx nor Regis shall raise any issue of geographic or temporal reasonableness in any proceeding to enforce such covenant; provided, however, that if the provision of Section 7.19(a) should ever be deemed to exceed the time or geographic limitations or any other limitations permitted by Applicable Law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction Acquired Business to the minimum extent required relating to the Restricted Portion to be assigned or otherwise made available to Holdings. The definitive purchase agreement shall provide that such agreement may be terminated at the option of either a Parent Entity (or the applicable Non-Bison Subsidiary) or Holdings if such transaction is not consummated by Applicable Law to cure such problem. Notwithstanding any other provision of this Agreement, it is understood and agreed that monetary damages would be inadequate in the case of any breach six month anniversary of the covenants contained in Section 7.19(a)date the After-Acquired Business was acquired by a Parent Entity. (ii) If Holdings fails to give Parent notice of its intent to exercise this option on or before the one month anniversary of the date the After-Acquired Business was acquired or the sale of the Restricted Portion to Holdings is not consummated, and that Regis shall be entitled to seek equitable reliefother than because of a default by a Parent Entity, the Parent Entity may retain ownership of the After-Acquired Business, including the remedy of specific performance, with respect to any breach or attempted breach of such covenantsRestricted Portion.

Non-Competition. (i) Xxxxxxx-Xxxxxx agrees that for a period of 30 months following From the Closing Date it until the third (3rd) anniversary of the Closing Date, the Sellers shall not and shall cause its Subsidiaries not to acquireown, manage, operate, control or otherwise engage participate in any business of (A) operating the ownership, management, operation or franchising retail stores within the United States, Canada, Mexico, Puerto Rico, the United Kingdom, Ireland, Germany and/or Japan (the “Restricted Territories”) that sell beauty care products of Xxxxxxx-Xxxxxx or any third Person or (B) distributing to salons and salon professionals within the Restricted Territories professional beauty care products control of any unaffiliated third Person (collectivelybusiness, “Restricted Activities”). (ii) Section 7.19(a)(i) shall be deemed not breached as a result of (A) the ownership by Xxxxxxx-Xxxxxx whether in corporate, proprietorship or any of its Subsidiaries of: (1) less than an aggregate of 5% of any class of capital stock of a Person partnership form or otherwise, that is engaged, directly or indirectly, in the business of (a) soliciting, originating, underwriting, financing, refinancing and brokering Mortgage loans for sale to Mortgage Program Sponsors under the Mortgage Programs transferred to the Purchaser as part of the Acquired Assets or (b) acting as “primary servicer,” “master servicer, ” “special servicer” or “sub-servicer” in respect of Mortgage loans (any such business referred to under clause (a) or (b), a “Restricted ActivitiesBusiness”); provided, however, that such capital stock is listed or quoted the restrictions contained in this Section 5.11 shall not restrict (i) the Sellers from acting as a “special servicer” on a national securities exchange contract basis for Mortgage loans not involving the direct servicing of Mortgage loans for third party Securitizations or Mortgage Program Sponsors under the Nasdaq National Market Mortgage Programs transferred to the Purchaser as part of the Acquired Assets, (ii) any activities of Capmark Bank, (iii) the Sellers from engaging in servicing (A) any Mortgage loans held by any Seller or any Affiliate of any Seller or for which any Seller or any such Affiliate acts as agent, or (2B) any third party mortgage loans under programs and arrangements currently conducted by any Seller or any Affiliate of any Seller other than the Servicing Agreements, including New Markets Tax Credits, military housing, and affordable housing mortgage loans or bonds related to the low income housing tax credit business (for purposes of this clause (iii), the term “Affiliate” shall not include any Person that Controls Parent or any Person (other than Sellers and any Person Controlled by any Seller) Controlled by such Person), (iv) any third party who acquires any Seller or Affiliate of the Sellers by way of a merger, consolidation, combination with, or acquisition of a material portion of the Properties of a Seller or (v) the acquisition by the Sellers and their respective Affiliates of (in the aggregate) less than 15% in value of any instrument of indebtedness of a Person engaged, directly or indirectly, in Restricted Activities, (B) Xxxxxxx-Xxxxxx or any of its Subsidiaries acquiring control of any Person or business that for the fiscal year immediately preceding such acquisition derived less than 10% of its revenues from Restricted Activities, (C) Xxxxxxx-Xxxxxx or any of its Subsidiaries acquiring control of any Person or business that for the fiscal year immediately preceding such acquisition derived more than 10% of its revenues but less than 35% of its revenues from Restricted Activities so long as it shall use its reasonable best efforts to divest such operations as promptly as practicable and in any event within 12 months after the consummation of such acquisition of control, (D) Xxxxxxx-Xxxxxx or any of its Subsidiaries owning an interest acquired as a creditor in bankruptcy or otherwise than by a voluntary investment decision in a Person or business that for the fiscal year immediately preceding the acquisition of such interest by Xxxxxxx-Xxxxxx or any of its Subsidiaries derived 10% or more of its revenues from Restricted Activities, so long as Xxxxxxx-Xxxxxx or its applicable Subsidiary shall use its reasonable best efforts to divest such interest as promptly as practicable and in any event within 12 months after the acquisition of such interest; provided, however, that Xxxxxxx-Xxxxxx and its Subsidiaries shall not be required to divest any such interest acquired pursuant to this clause (D) if its fair market value at the time of such acquisition is less than $1,000,000, (E) Xxxxxxx-Xxxxxx and its Subsidiaries operating up to ten retail stores that sell beauty care products, (F) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing their branded professional beauty care products directly or through distributors to salons and salon professionals, (G) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing professional beauty care products of any third Person directly to salons and salon professionals within the Restricted Territories if any member of the Xxxxxxx-Xxxxxx Group as of the date hereof sells and distributes such products and which sales will in no event exceed 2% of the consolidated net sales outstanding capital stock of Xxxxxxx-Xxxxxx any publicly traded company engaged in any fiscal year or (H) Xxxxxxx-Xxxxxx a Restricted Business. The Parties acknowledge and its Subsidiaries operating their company stores in any office, plant or warehouse owned or leased by Xxxxxxx-Xxxxxx or any of its Subsidiaries (each of which shall not be deemed to be a retail store for purposes of Section 7.19(a)(ii)(E)). For the avoidance of doubt, Xxxxxxx-Xxxxxx and its Subsidiaries may actively operate, manage and control any Person or business any of them acquire in accordance with clause (B) and/or clause (C). (iii) Xxxxxxx-Xxxxxx and Regis agree that the covenants included in Section 7.19(a) are reasonable in their geographic and temporal coverage, and that neither Xxxxxxx-Xxxxxx nor Regis shall raise any issue of geographic or temporal reasonableness in any proceeding to enforce such covenant; provided, however, that if the provision of Section 7.19(a) should ever be deemed to exceed the time or geographic limitations or any other limitations permitted by Applicable remedy at Law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the minimum extent required by Applicable Law to cure such problem. Notwithstanding any other provision of this Agreement, it is understood and agreed that monetary damages would be inadequate in the case of for any breach of the covenants contained in provisions of this Section 7.19(a)5.11 may be inadequate, and that Regis shall be entitled hereby consent to seek the granting by any court of an injunction or other equitable relief, including without the remedy necessity of specific performanceactual monetary loss being proved, with respect to any in order that the breach or attempted threatened breach of such covenantsprovision may be effectively restrained.

Non-Competition. (ia) Xxxxxxx-Xxxxxx agrees that Subject to Section 6.16(b), for a --------------- period of 30 months three years following the Closing Date it (the "Restricted Period"), Seller and its Affiliates shall not establish or maintain in the nine states listed on Annex C attached hereto (the "Specified States") any retail bank branches in which it conducts lending and shall cause its Subsidiaries deposit taking activities (including any supermarket retail bank branches, but not to acquireincluding any home office, manageagency office, operate, control data processing or administrative office or remote service unit) ("Retail Branches") or otherwise engage conduct any retail bank lending and deposit taking activities by direct mail or other solicitation (other than normal and customary advertising which is not targeted specifically to Persons within a Specified State) in any business of (A) operating the Specified States through or franchising retail stores within the United States, Canada, Mexico, Puerto Rico, the United Kingdom, Ireland, Germany and/or Japan (the “Restricted Territories”) that sell beauty care products of Xxxxxxx-Xxxxxx or any third Person or (B) distributing to salons and salon professionals within the Restricted Territories professional beauty care products of any unaffiliated third Person (collectively, “Restricted Activities”). (ii) Section 7.19(a)(i) shall be deemed not breached as a result of (A) the ownership by Xxxxxxx-Xxxxxx or any of its Subsidiaries of: (1) less than an aggregate of 5% of any class of capital stock in respect of a Person engaged, directly or indirectly, in Restricted ActivitiesRetail Branch located outside the Specified States; provided, however, that such capital stock is listed or quoted on a national securities exchange or the Nasdaq National Market or (2) less than 15% in value of any instrument of indebtedness of a Person engaged, directly or indirectly, in Restricted Activities, (B) Xxxxxxx-Xxxxxx -------- ------- foregoing shall not prevent Seller or any of its Subsidiaries acquiring control of any Person Affiliates from (i) originating loans directly or business that for indirectly through (including through direct mail solicitations and related activities), and operating, the fiscal year immediately preceding such acquisition derived less than 10% of its revenues from Restricted ActivitiesLoan Production Offices (including through a thrift charter), (Cii) Xxxxxxx-Xxxxxx conducting internet or electronic banking operations (including taking deposits and originating loans), (iii) purchasing whole loans, (iv) engaging in correspondent lending activities, or (v) soliciting or acquiring brokered deposits. (b) Section 6.16(a) shall not prevent Seller or any of its Subsidiaries Affiliates from: (i) acquiring control no more than 5% of the outstanding capital stock, partnership or other equity interests in any Person or business that for the fiscal year immediately preceding such acquisition derived more than 10which conducts Thrift Operations which constitute a Competing Thrift Business; (ii) acquiring up to 100% of its revenues but less than 35the outstanding capital stock, partnership or other equity interests in any Person, or merging with or into any such other Person, which conducts Thrift Operations which do not constitute a Competing Thrift Business; (iii) acquiring up to 100% of its revenues from Restricted Activities so long as it the outstanding capital stock, partnership or other equity interests in any Person, or merging with or into any such other Person which conducts Thrift Operations which constitute a Competing Thrift Business, provided, that Seller shall use its reasonable best efforts to -------- cause such Person to divest such operations the Retail Branches of the Competing Thrift Business which are located in the Specified States on commercially reasonable terms as promptly soon as practicable and in any event within 12 months after the consummation of such acquisition of control, (D) Xxxxxxx-Xxxxxx or any of its Subsidiaries owning an interest acquired as a creditor in bankruptcy or otherwise than by a voluntary investment decision in a Person or business that for the fiscal year immediately preceding the acquisition of such ownership interest by Xxxxxxx-Xxxxxx or such merger; or (iv) acquiring shares of capital stock, partnership or other equity interests in any Person as investments of the pension funds of Seller or any of its Subsidiaries derived 10% Affiliate or more of its revenues from Restricted Activities, so long as Xxxxxxx-Xxxxxx or its applicable Subsidiary shall use its reasonable best efforts to divest such interest as promptly as practicable and in any event within 12 months after the acquisition of such interest; provided, however, that Xxxxxxx-Xxxxxx and its Subsidiaries shall not be required to divest any such interest acquired pursuant to this clause (D) if its fair market value at the time of such acquisition is less than $1,000,000, (E) Xxxxxxx-Xxxxxx and its Subsidiaries operating up to ten retail stores that sell beauty care products, (F) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing their branded professional beauty care products directly or through distributors to salons and salon professionals, (G) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing professional beauty care products funds of any third Person directly to salons and salon professionals within the Restricted Territories if any member other employee benefit plan of the Xxxxxxx-Xxxxxx Group as of the date hereof sells and distributes such products and which sales will in no event exceed 2% of the consolidated net sales of Xxxxxxx-Xxxxxx in any fiscal year or (H) Xxxxxxx-Xxxxxx and its Subsidiaries operating their company stores in any office, plant or warehouse owned or leased by Xxxxxxx-Xxxxxx Seller or any of its Subsidiaries (each of which shall not be deemed to be a retail store for purposes of Section 7.19(a)(ii)(E)). For the avoidance of doubt, Xxxxxxx-Xxxxxx and its Subsidiaries may actively operate, manage and control any Person or business any of them acquire in accordance with clause (B) and/or clause (C)Affiliate. (iii) Xxxxxxx-Xxxxxx and Regis agree that the covenants included in Section 7.19(a) are reasonable in their geographic and temporal coverage, and that neither Xxxxxxx-Xxxxxx nor Regis shall raise any issue of geographic or temporal reasonableness in any proceeding to enforce such covenant; provided, however, that if the provision of Section 7.19(a) should ever be deemed to exceed the time or geographic limitations or any other limitations permitted by Applicable Law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the minimum extent required by Applicable Law to cure such problem. Notwithstanding any other provision of this Agreement, it is understood and agreed that monetary damages would be inadequate in the case of any breach of the covenants contained in Section 7.19(a), and that Regis shall be entitled to seek equitable relief, including the remedy of specific performance, with respect to any breach or attempted breach of such covenants.

Non-Competition. (i) Xxxxxxx-Xxxxxx In consideration of the salary paid to the Employee by the Company, the Employee agrees that during the term of the Employment and for a period of 30 months one (1) year following the Closing Date it shall termination of the Employment for whatever reason: (a) the Employee will not approach clients, customers or contacts of the Company or other persons or entities introduced to the Employee in the Employee’s capacity as a representative of the Company for the purposes of doing business with such persons or entities which will harm the business relationship between the Company and shall cause its Subsidiaries such persons and/or entities; (b) unless expressly consented to by the Company, the Employee will not to acquire, manage, operate, control assume employment with or provide services as a director or otherwise engage for any Competitor in any the People’s Republic of China or such other territories where the Company carries on its business of (A) operating or franchising retail stores within the United States, Canada, Mexico, Puerto Rico, the United Kingdom, Ireland, Germany and/or Japan part thereof (the “Restricted Territories”) that sell beauty care products of Xxxxxxx-Xxxxxx or any third Person or (B) distributing to salons and salon professionals within the Restricted Territories professional beauty care products of any unaffiliated third Person (collectively, “Restricted ActivitiesTerritory”)., or engage, whether as principal, partner, licensor or otherwise, in any Competitor that carries on its business or part thereof in the Territory; and (iic) Section 7.19(a)(i) shall be deemed unless expressly consented to by the Company, the Employee will not breached as a result of (A) the ownership by Xxxxxxx-Xxxxxx or any of its Subsidiaries of: (1) less than an aggregate of 5% of any class of capital stock of a Person engaged, seek directly or indirectly, in Restricted Activities; providedby the offer of alternative employment or other inducement whatsoever, however, that such capital stock is listed or quoted on a national securities exchange or to solicit the Nasdaq National Market or (2) less than 15% in value services of any instrument employee of indebtedness the Company employed as at or after the date of such termination, or in the year preceding such termination. For purposes of this Section 10, a Person engaged, directly “Competitor” of the Company shall not include an entity that generates 10% or indirectly, in Restricted Activities, (B) Xxxxxxx-Xxxxxx or any less of its Subsidiaries acquiring control revenues from solar power products and services similar to those provided by the Company, except that if the Employee is employed by, or provides services as a director or otherwise to, a subsidiary or divisional business of any Person such an entity, such subsidiary or divisional business that for the fiscal year immediately preceding such acquisition derived less shall be deemed a “Competitor” if it generates more than 10% of its revenues from Restricted Activities, (C) Xxxxxxx-Xxxxxx or any of its Subsidiaries acquiring control of any Person or business that for the fiscal year immediately preceding such acquisition derived more than 10% of its revenues but less than 35% of its revenues from Restricted Activities so long as it shall use its reasonable best efforts to divest such operations as promptly as practicable and in any event within 12 months after the consummation of such acquisition of control, (D) Xxxxxxx-Xxxxxx or any of its Subsidiaries owning an interest acquired as a creditor in bankruptcy or otherwise than by a voluntary investment decision in a Person or business that for the fiscal year immediately preceding the acquisition of such interest by Xxxxxxx-Xxxxxx or any of its Subsidiaries derived 10% or more of its revenues from Restricted Activities, so long as Xxxxxxx-Xxxxxx or its applicable Subsidiary shall use its reasonable best efforts to divest such interest as promptly as practicable and in any event within 12 months after the acquisition of such interest; provided, however, that Xxxxxxx-Xxxxxx and its Subsidiaries shall not be required to divest any such interest acquired pursuant to this clause (D) if its fair market value at the time of such acquisition is less than $1,000,000, (E) Xxxxxxx-Xxxxxx and its Subsidiaries operating up to ten retail stores that sell beauty care products, (F) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing their branded professional beauty care products directly or through distributors to salons and salon professionals, (G) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing professional beauty care products of any third Person directly to salons and salon professionals within the Restricted Territories if any member of the Xxxxxxx-Xxxxxx Group as of the date hereof sells and distributes such solar power products and which sales will in no event exceed 2% of services similar to those provided by the consolidated net sales of Xxxxxxx-Xxxxxx in any fiscal year or (H) Xxxxxxx-Xxxxxx and its Subsidiaries operating their company stores in any office, plant or warehouse owned or leased by Xxxxxxx-Xxxxxx or any of its Subsidiaries (each of which shall not be deemed to be a retail store for purposes of Section 7.19(a)(ii)(E))Company. For the avoidance of doubt, Xxxxxxx-Xxxxxx and its Subsidiaries may actively operate, manage and control any Person or business any of them acquire in accordance with clause (B) and/or clause (C). (iii) Xxxxxxx-Xxxxxx and Regis agree that the covenants included The provisions provided in Section 7.19(a) are reasonable in their geographic 10 shall be separate and temporal coverageseverable, enforceable independently of each other, and that neither Xxxxxxx-Xxxxxx nor Regis shall raise any issue independent of geographic or temporal reasonableness in any proceeding to enforce such covenant; provided, however, that if the provision of Section 7.19(a) should ever be deemed to exceed the time or geographic limitations or any other limitations permitted by Applicable Law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the minimum extent required by Applicable Law to cure such problem. Notwithstanding any other provision of this Agreement, it is understood and agreed that monetary damages would be inadequate in the case of any breach of the covenants . The provisions contained in Section 7.19(a)10 are considered reasonable by the Employee and the Company. In the event that any such provisions should be found to be void under applicable laws but would be valid if some part thereof was deleted or the period or area of application reduced, such provisions shall apply with such modification as may be necessary to make them valid and that Regis effective. This Section 10 shall be entitled survive the termination of this Agreement for any reason. In the event the Employee breaches this Section 10, the Company shall have right to seek equitable relief, including the remedy of specific performance, with respect to any breach or attempted breach of such covenantsremedies permissible under applicable law.

Non-Competition. (i) Xxxxxxx-Xxxxxx agrees that for a period For so long as it or any of 30 months following its subsidiaries is the Closing Date it Advisor (as defined in the Advisory Agreement, dated July 1, 1996, as amended, between the Company and the Advisor) and the Manager (as defined in the Management Agreements, dated July 1, 1996, as amended, between the Company (or the subsidiary of the Company which is the owner of the applicable property) and the Manager) of the Centers, neither WHL nor any of its subsidiaries shall not and shall cause its Subsidiaries not to acquire, managedirectly or indirectly, operateany ownership interest in shopping center properties or power centers in the United States (a "Competitive Business") or own an interest in, control as a partner, member, stockholder, co-venturer or otherwise engage otherwise, any corporation, company, partnership, firm, association, enterprise or other entity that owns any ownership interest in a Competitive Business, except in accordance with this Section 4, PROVIDED that nothing contained in this Section 4 shall prohibit or restrain WHL or any business of its subsidiaries or Affiliates from (A) operating owning any interest in Westfield America Trust or franchising retail stores within the United StatesCompany, Canada, Mexico, Puerto Rico, the United Kingdom, Ireland, Germany and/or Japan (the “Restricted Territories”) that sell beauty care products of Xxxxxxx-Xxxxxx or any third Person or (B) distributing acquiring shares of capital stock or other equity interests in any entity where such shares or interests represent a minority interest of 5% or less of such entity's outstanding capital stock or equity interests, PROVIDED that such entity is not controlled by WHL or any such subsidiary and employees of the Westfield Group do not serve as an executive officer, director, manager or advisor to salons and salon professionals within the Restricted Territories professional beauty care products such entity, (C) acquiring indebtedness of any unaffiliated third Person person, (collectivelyD) acquiring by asset purchase, “Restricted Activities”)stock purchase, merger, consolidation or otherwise of any corporation, partnership or other business entity (each an "Entity") partially engaged in the Competitive Business, PROVIDED that such activities relating to the Competitive Business do not exceed 5% of the revenues or net equity of such Entity or such Entity disposes of such Competitive Business within one year of such acquisition, or (E) acquiring any interest in airport projects or the retail portions thereof. (ii) Section 7.19(a)(i) shall be deemed not breached as a result of (A) the ownership by Xxxxxxx-Xxxxxx If WHL or any of its Subsidiaries of: subsidiaries shall be presented with the opportunity to acquire any Competitive Business which would be subject to the restriction in clause (1i) less than an aggregate of 5% of any class of capital stock of a Person engagedabove, directly or indirectly, in Restricted Activities; provided, however, WHL shall ensure that such capital stock opportunity is listed presented to the Board of Directors of the Company. If for any reason a majority of the Independent Directors of the Board of Directors of the Company (or quoted on if the Company does not have a national securities exchange majority of Independent Directors, a majority of Independent Directors of the Board of Directors of WAT) shall elect not to pursue such opportunity, then WHL or its subsidiary shall be permitted to attempt to acquire such Competitive Business. (iii) In no event shall the Nasdaq National Market or (2) less than 15% in value of any instrument of indebtedness of a Person engaged, directly or indirectly, in Restricted Activities, (B) Xxxxxxx-Xxxxxx foregoing be deemed to permit WHL or any of its Subsidiaries acquiring control subsidiaries to acquire a regional shopping center which directly competes with any regional shopping center then owned by the Company or its subsidiaries and which is within the primary market area of any Person or business such shopping center ( a "Competing Mall"), PROVIDED that for the fiscal year immediately preceding such acquisition derived less than 10% of its revenues from Restricted Activities, (C) Xxxxxxx-Xxxxxx or any of its Subsidiaries acquiring control of any Person or business that for the fiscal year immediately preceding such acquisition derived more than 10% of its revenues but less than 35% of its revenues from Restricted Activities so long as it shall use its reasonable best efforts to divest such operations as promptly as practicable and in any event within 12 months after the consummation of such acquisition of control, (D) Xxxxxxx-Xxxxxx or any of its Subsidiaries owning an interest acquired as a creditor in bankruptcy or otherwise than by a voluntary investment decision in a Person or business that for the fiscal year immediately preceding the acquisition of such interest by Xxxxxxx-Xxxxxx or any of its Subsidiaries derived 10% or more of its revenues from Restricted Activities, so long as Xxxxxxx-Xxxxxx or its applicable Subsidiary shall use its reasonable best efforts to divest such interest as promptly as practicable and in any event within 12 months after the acquisition of such interest; provided, however, that Xxxxxxx-Xxxxxx and its Subsidiaries shall not be required to divest any such interest acquired pursuant to this clause (D) if its fair market value at the time of such acquisition is less than $1,000,000, (E) Xxxxxxx-Xxxxxx and its Subsidiaries operating up to ten retail stores that sell beauty care products, (F) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing their branded professional beauty care products directly or through distributors to salons and salon professionals, (G) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing professional beauty care products of any third Person directly to salons and salon professionals within the Restricted Territories if any member of the Xxxxxxx-Xxxxxx Group as of the date hereof sells and distributes such products and which sales will in no event exceed 2% of the consolidated net sales of Xxxxxxx-Xxxxxx in any fiscal year or (H) Xxxxxxx-Xxxxxx and its Subsidiaries operating their company stores in any office, plant or warehouse owned or leased by Xxxxxxx-Xxxxxx or any of its Subsidiaries (each of which foregoing restriction shall not be deemed to be violated if WHL or its subsidiaries shall acquire, either directly or indirectly, a retail store for purposes of Section 7.19(a)(ii)(E)). For the avoidance of doubtCompetitive Business which owns, Xxxxxxx-Xxxxxx and its Subsidiaries may actively operateamong other properties, manage and control any Person or business any of them acquire in accordance with clause (B) and/or clause (C)a Competing Mall. (iii) Xxxxxxx-Xxxxxx and Regis agree that the covenants included in Section 7.19(a) are reasonable in their geographic and temporal coverage, and that neither Xxxxxxx-Xxxxxx nor Regis shall raise any issue of geographic or temporal reasonableness in any proceeding to enforce such covenant; provided, however, that if the provision of Section 7.19(a) should ever be deemed to exceed the time or geographic limitations or any other limitations permitted by Applicable Law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the minimum extent required by Applicable Law to cure such problem. Notwithstanding any other provision of this Agreement, it is understood and agreed that monetary damages would be inadequate in the case of any breach of the covenants contained in Section 7.19(a), and that Regis shall be entitled to seek equitable relief, including the remedy of specific performance, with respect to any breach or attempted breach of such covenants."

Non-Competition. a) Neither Landlord nor any stockholder, member, partner, beneficiary, successor, assign, personal representative, heir, subsidiary or affiliate of Landlord, nor any person(s) or entity(ies) having a direct or indirect interest in Landlord, shall, for as long as this Lease remains in force and effect, either directly or indirectly, own, occupy or operate, or sell, lease or otherwise transfer to any person or entity, or permit any person or entity to occupy, any land, building, premises or space, whether presently owned or hereafter acquired, located within two (2) miles of the Leased Premises for the purpose of (i) Xxxxxxx-Xxxxxx agrees conducting thereon a business similar to that for a period of 30 months following being conducted by Tenant on the Closing Date it shall not and shall cause its Subsidiaries not to acquire, manage, operate, control Leased Premises or otherwise engage in any business of (A) operating or franchising retail stores within the United States, Canada, Mexico, Puerto Rico, the United Kingdom, Ireland, Germany and/or Japan (the “Restricted Territories”) that sell beauty care products of Xxxxxxx-Xxxxxx or any third Person or (B) distributing to salons and salon professionals within the Restricted Territories professional beauty care products of any unaffiliated third Person (collectively, “Restricted Activities”). (ii) Section 7.19(a)(ithe sales, display or rental of automotive parts, accessories, supplies and/or maintenance items. In addition, neither Landlord nor any stockholder, member, partner, beneficiary, successor, assign, personal representative, heir, subsidiary or affiliate of Landlord, nor any person(s) or entity(ies) having a direct or indirect interest in Landlord, shall be deemed not breached as lease, sell or otherwise transfer or convey any such premises adjacent to and/or contiguous with the Leased Premises without imposing thereon a result restriction to secure compliance herewith, or permit any tenant or occupant of (A) the ownership by Xxxxxxx-Xxxxxx any such premises or any of its Subsidiaries of: (1) less than an aggregate of 5% of part thereof to sublet or assign in any class of capital stock of a Person engagedmanner, directly or indirectly, any part thereof to any person, firm, corporation or other entity engaged in Restricted Activities; providedany such business described above, howeverwithout the prior written consent of Tenant, which consent may be withheld by Tenant in Tenant's sole discretion. b) Tenant shall, in the event that such capital stock there is listed or quoted on a national securities exchange or the Nasdaq National Market or (2) less than 15% in value breach of any instrument of indebtedness of a Person engaged, directly or indirectly, in Restricted Activities, (B) Xxxxxxx-Xxxxxx or any of its Subsidiaries acquiring control of any Person or business that for the fiscal year immediately preceding such acquisition derived less than 10% of its revenues from Restricted Activities, (C) Xxxxxxx-Xxxxxx or any of its Subsidiaries acquiring control of any Person or business that for the fiscal year immediately preceding such acquisition derived more than 10% of its revenues but less than 35% of its revenues from Restricted Activities so long as it shall use its reasonable best efforts to divest such operations as promptly as practicable and in any event within 12 months after the consummation of such acquisition of control, (D) Xxxxxxx-Xxxxxx or any of its Subsidiaries owning an interest acquired as a creditor in bankruptcy or otherwise than by a voluntary investment decision in a Person or business that for the fiscal year immediately preceding the acquisition of such interest by Xxxxxxx-Xxxxxx or any of its Subsidiaries derived 10% or more of its revenues from Restricted Activities, so long as Xxxxxxx-Xxxxxx or its applicable Subsidiary shall use its reasonable best efforts to divest such interest as promptly as practicable and in any event within 12 months after the acquisition of such interest; provided, however, that Xxxxxxx-Xxxxxx and its Subsidiaries shall not be required to divest any such interest acquired pursuant to this clause (D) if its fair market value at the time of such acquisition is less than $1,000,000, (E) Xxxxxxx-Xxxxxx and its Subsidiaries operating up to ten retail stores that sell beauty care products, (F) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing their branded professional beauty care products directly or through distributors to salons and salon professionals, (G) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing professional beauty care products of any third Person directly to salons and salon professionals within the Restricted Territories if any member of the Xxxxxxx-Xxxxxx Group as provisions of this Section 18, have the date hereof sells following rights and distributes such products and which sales will in no event exceed 2% of the consolidated net sales of Xxxxxxx-Xxxxxx in any fiscal year or (H) Xxxxxxx-Xxxxxx and its Subsidiaries operating their company stores in any officeremedies, plant or warehouse owned or leased by Xxxxxxx-Xxxxxx or any of its Subsidiaries (each none of which shall not be deemed to be a retail store for purposes exclusive of Section 7.19(a)(ii)(E)). For the avoidance of doubt, Xxxxxxx-Xxxxxx and its Subsidiaries may actively operate, manage and control any Person or business any of them acquire in accordance with clause (B) and/or clause (C). (iii) Xxxxxxx-Xxxxxx and Regis agree that the covenants included in Section 7.19(a) are reasonable in their geographic and temporal coverage, and that neither Xxxxxxx-Xxxxxx nor Regis shall raise any issue of geographic or temporal reasonableness in any proceeding to enforce such covenant; provided, however, that if the provision of Section 7.19(a) should ever be deemed to exceed the time or geographic limitations other remedies or any other limitations permitted remedy otherwise available to Tenant: i) Tenant may institute proceedings to enjoin the violation; ii) If such breach continues for a period of thirty (30) days after written notice thereof shall have been given by Applicable Law Tenant to Landlord, Tenant may, at any time thereafter, elect to terminate this Lease and, on such election, this Lease shall, on the date stated in any jurisdictionthe notice of such election, then such provisions be terminated, and Tenant shall be deemed reformed released and discharged of and from any and all further liability hereunder; iii) Landlord shall protect, defend, indemnify and hold Tenant harmless from all losses, damages, liabilities, costs and expenses (including, without limitation, reasonable attorneys' fees and court costs) sustained or incurred in such jurisdiction to the minimum extent required connection with any proceedings instituted by Applicable Law to cure such problem. Notwithstanding any other provision of this Agreement, it is understood and agreed that monetary damages would be inadequate in the case Tenant as a result of any breach of the covenants contained in Section 7.19(a), and that Regis shall be entitled to seek equitable relief, including the remedy of specific performance, with respect to any breach or attempted breach of such covenantsbreach.

Non-Competition. (a) For a period of five (5) years from the Closing, Seller shall not, and shall cause each of its Affiliates not to, (i) Xxxxxxx-Xxxxxx agrees that for a period directly or indirectly, develop, market or sell products in the United States similar in type to the Life & Annuity Contracts and the type of 30 months following products sold by the Investment Adviser Subsidiaries or Broker/Dealer Subsidiaries immediately prior to the Closing Date it shall not and shall cause its Subsidiaries not to acquireDate, manage(ii) establish in the United States any new business which engages in the activities described in the preceding clause (i) or (iii) license, operate, control transfer or otherwise convey in the United States any trademark of Seller or any of its Affiliates used by the Acquired Companies prior to the Closing to any person that has indicated an intention to or is reasonably likely to engage in any business of (A) operating or franchising retail stores within the United States, Canada, Mexico, Puerto Rico, the United Kingdom, Ireland, Germany and/or Japan such activities (the “Restricted Territories”) that sell beauty care products of Xxxxxxx-Xxxxxx or any third Person or activities described in clauses (B) distributing to salons and salon professionals within the Restricted Territories professional beauty care products of any unaffiliated third Person (collectivelyi)-(iii), “Restricted Competitive Activities”). (iib) Notwithstanding anything to the contrary contained in this Section 7.19(a)(i) 4.20, Buyer hereby agrees that the foregoing covenant shall not be deemed not to be breached as a result of: (i) the development, marketing or sale of products of a type not sold by the Acquired Companies (Aincluding the Investment Adviser Subsidiaries and Broker/Dealer Subsidiaries) at the time of the Closing; (ii) Competitive Activities conducted by Talbot Financial Corporation and its subsidiaries at the time of the Closing; (iii) any activities (whether Competitive Activities or otherwise) by any Person or business that merges with or acquires Seller or any of its Affiliates or any interest in either, whether through merger (whether forward, reverse or reverse triangular in structure), stock purchase, asset purchase or otherwise, so long as for the first year following the consummation of any such transaction, the directors of the Seller and its Affiliates (or any Persons designated by the Seller or its Affiliates) do not constitute a majority of the board of directors of the acquirer or the surviving company; (iv) the acquisition by Seller or its Affiliates of any Person or business that is engaged in Competitive Activities, so long as the Competitive Activities accounted for less than 35% of the consolidated revenues of such Person or business for the 12 months prior to such acquisition; or (v) the ownership by Xxxxxxx-Xxxxxx Seller or any of its Subsidiaries of: Affiliates of (1A) less than an aggregate of 5% of any class of capital stock of a Person engaged, directly or indirectly, in Restricted Competitive Activities; provided, however, that such capital stock is listed or quoted on a national securities exchange or is quoted on the Nasdaq National Market or System of NASDAQ; (2B) less than 155% in value of any instrument of indebtedness of a Person engaged, directly or indirectly, in Restricted Competitive Activities, (B) Xxxxxxx-Xxxxxx ; or any of its Subsidiaries acquiring control of any Person or business that for the fiscal year immediately preceding such acquisition derived less than 10% of its revenues from Restricted Activities, (C) Xxxxxxx-Xxxxxx a Person or any of its Subsidiaries acquiring control of any interest in a Person that engages, directly or business that indirectly, in Competitive Activities if such Competitive Activities account for the fiscal year immediately preceding such acquisition derived more than 10% of its revenues but less than 35% of its revenues from Restricted Activities so long as it shall use its reasonable best efforts such Person’s consolidated annual revenues. (c) The parties hereto acknowledge that any damage caused to divest such operations as promptly as practicable and in any event within 12 months after the consummation of such acquisition of control, (D) Xxxxxxx-Xxxxxx Buyer or any of its Subsidiaries owning an interest acquired as a creditor in bankruptcy or otherwise than Affiliates by a voluntary investment decision in a Person or business that for reason of the fiscal year immediately preceding the acquisition of such interest breach by Xxxxxxx-Xxxxxx Seller or any of its Subsidiaries derived 10% Affiliates of this Section 4.20 would cause irreparable harm that could not be adequately compensated for in monetary damages alone; therefore, each party agrees that, in addition to any other remedies at law or more otherwise, Buyer and any of its revenues from Restricted Activities, so long as Xxxxxxx-Xxxxxx or its applicable Subsidiary Affiliates shall use its reasonable best efforts be entitled to divest such interest as promptly as practicable an injunction issued by a court of competent jurisdiction restraining and in enjoining any event within 12 months after the acquisition of such interest; provided, however, that Xxxxxxx-Xxxxxx and its Subsidiaries shall not be required to divest any such interest acquired pursuant to this clause (D) if its fair market value at the time of such acquisition is less than $1,000,000, (E) Xxxxxxx-Xxxxxx and its Subsidiaries operating up to ten retail stores that sell beauty care products, (F) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing their branded professional beauty care products directly or through distributors to salons and salon professionals, (G) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing professional beauty care products of any third Person directly to salons and salon professionals within the Restricted Territories if any member of the Xxxxxxx-Xxxxxx Group as of the date hereof sells and distributes such products and which sales will in no event exceed 2% of the consolidated net sales of Xxxxxxx-Xxxxxx in any fiscal year or (H) Xxxxxxx-Xxxxxx and its Subsidiaries operating their company stores in any office, plant or warehouse owned or leased violation by Xxxxxxx-Xxxxxx Seller or any of its Subsidiaries (each Affiliates of which shall not be deemed this Section 4.20 and Seller further agrees that it will stipulate to be a retail store for purposes of Section 7.19(a)(ii)(E)). For the avoidance of doubt, Xxxxxxx-Xxxxxx and its Subsidiaries may actively operate, manage and control any Person fact that Buyer or business any of them acquire in accordance with clause (B) and/or clause (C). (iii) Xxxxxxx-Xxxxxx its Affiliates, as applicable, has been irreparably harmed by such violation and Regis agree that not oppose the covenants included in Section 7.19(a) are reasonable in their geographic and temporal coverage, and that neither Xxxxxxx-Xxxxxx nor Regis shall raise any issue of geographic or temporal reasonableness in any proceeding to enforce such covenant; provided, however, that if the provision of Section 7.19(a) should ever be deemed to exceed the time or geographic limitations or any other limitations permitted by Applicable Law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the minimum extent required by Applicable Law to cure such problem. Notwithstanding any other provision of this Agreement, it is understood and agreed that monetary damages would be inadequate in the case of any breach of the covenants contained in Section 7.19(a), and that Regis shall be entitled to seek equitable relief, including the remedy of specific performance, with respect to any breach or attempted breach granting of such covenantsinjunction relief.

Non-Competition. (ia) Xxxxxxx-Xxxxxx agrees that for a period of 30 months following From the Closing Date it shall not and shall cause its Subsidiaries not to acquire, manage, operate, control or otherwise engage in any business until the fourth anniversary of (A) operating or franchising retail stores within the United States, Canada, Mexico, Puerto Rico, the United Kingdom, Ireland, Germany and/or Japan Closing Date (the “Restricted Territories”) that sell beauty care products of Xxxxxxx-Xxxxxx or any third Person or (B) distributing to salons and salon professionals within the Restricted Territories professional beauty care products of any unaffiliated third Person (collectively, “Restricted ActivitiesPeriod”). (ii) Section 7.19(a)(i) , without Buyer’s consent, Seller shall be deemed not breached as a result of (A) the ownership by Xxxxxxx-Xxxxxx or any not, and shall cause each of its Subsidiaries of: (1Seller and its Subsidiaries, the “Restricted Party”) less than an aggregate of 5% of any class of capital stock of a Person engagednot to, directly or indirectlyindirectly (including by means of management, advisory, operating, or similar agreements or arrangements or by any record or beneficial equity interest, either as a principal, trustee, stockholder, partner, joint venture or otherwise, in any Person), engage in a business that competes with the Business, for their own account or for any other Person, in any country or other geographic location in which the Longhorn Entities operate the Business or otherwise had sales immediately prior to the Closing or any other country or geographic location in which the Longhorn Entities planned to operate the Business as of the Closing Date (the “Restricted ActivitiesBusiness”); provided, however, that such capital stock is nothing in this Agreement or in the definition of Restricted Business shall prohibit or in any way restrict the Restricted Party’s ability to: (i) engage in the Restricted Business to the extent necessary to perform its duties under this Agreement; (ii) make or maintain passive investments of less than five percent of the outstanding equity securities in any entity engaged in the Restricted Businesses listed or quoted for trading on a national any recognized securities exchange or in the Nasdaq National Market or over-the-counter markets; (2iii) less than 15% in value own an equity interest of any instrument of indebtedness of a other Person engaged, directly or indirectly, engaged in the Restricted Activities, (B) Xxxxxxx-Xxxxxx or any of its Subsidiaries acquiring control of any Person or business that for the fiscal year immediately preceding such acquisition derived less than 10% of its revenues from Restricted Activities, (C) Xxxxxxx-Xxxxxx or any of its Subsidiaries acquiring control of any Person or business that for the fiscal year immediately preceding such acquisition derived more than 10% of its revenues but less than 35% of its revenues from Restricted Activities so long as it shall use its reasonable best efforts to divest such operations as promptly as practicable and in any event within 12 months after the consummation of such acquisition of control, (D) Xxxxxxx-Xxxxxx or any of its Subsidiaries owning an interest Business acquired as a creditor in bankruptcy or otherwise other than by a voluntary investment decision decision; or (iv) acquire the assets or capital stock or other equity interests of any other Person engaged in a Person or business that for the fiscal year immediately preceding the acquisition of such interest by Xxxxxxx-Xxxxxx or any of its Subsidiaries derived 10% or more of its revenues from Restricted ActivitiesBusiness, so long as Xxxxxxx-Xxxxxx or its applicable Subsidiary shall use its reasonable best efforts to divest such interest as promptly as practicable and in any event within 12 months after the acquisition of such interest; provided, however, that Xxxxxxx-Xxxxxx and its Subsidiaries shall not be required the net sales attributable to divest any the Restricted Business conducted by such interest acquired pursuant to this clause (D) if its fair market value at the time of such acquisition is person accounts for less than $1,000,000, (E) Xxxxxxx-Xxxxxx and its Subsidiaries operating up to ten retail stores that sell beauty care products, (F) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing their branded professional beauty care products directly or through distributors to salons and salon professionals, (G) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing professional beauty care products of any third Person directly to salons and salon professionals within the Restricted Territories if any member of the Xxxxxxx-Xxxxxx Group as of the date hereof sells and distributes such products and which sales will in no event exceed 225% of the consolidated net sales of Xxxxxxx-Xxxxxx such person for its most recently completed fiscal year. (b) The Parties agree that this covenant is personal to Buyer and Buyer may not assign or otherwise transfer this covenant, in whole or in part, to any fiscal year or (H) Xxxxxxx-Xxxxxx Person other than to other Affiliates of Buyer. During the Restricted Period, Seller shall not, and its Subsidiaries operating their company stores in any office, plant or warehouse owned or leased by Xxxxxxx-Xxxxxx or any shall cause each of its Subsidiaries (each not to, without the prior written consent of which shall not be deemed Buyer, directly or indirectly, induce or attempt to be a retail store for purposes of Section 7.19(a)(ii)(E)). For induce any customer, reseller, retailer, distributor, supplier, licensee or other Person to cease doing business with Buyer or the avoidance of doubtLonghorn Entities or in any way interfere with the relationship between any such customer, Xxxxxxx-Xxxxxx reseller, retailer, distributor, supplier, licensee or other Person and its Subsidiaries may actively operate, manage and control any Person Buyer or business any of them acquire in accordance with clause (B) and/or clause (C)the Longhorn Entities. (iiic) Xxxxxxx-Xxxxxx and Regis agree Seller agrees that the covenants included in any remedy at law for any breach by it or its Affiliates of Section 7.19(a9.6(a) are reasonable in their geographic and temporal coverageor (b) would be inadequate, and that neither Xxxxxxx-Xxxxxx nor Regis shall raise any issue of geographic or temporal reasonableness in any proceeding to enforce such covenant; provided, however, that if the provision of Section 7.19(a) should ever be deemed to exceed the time or geographic limitations or any other limitations permitted by Applicable Law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the minimum extent required by Applicable Law to cure such problem. Notwithstanding any other provision of this Agreement, it is understood and agreed that monetary damages would be inadequate in the case of any breach of the covenants contained in Section 7.19(a), and that Regis Buyer shall be entitled to seek injunctive or other equitable relief, including the remedy of specific performance, with respect relief in such case in addition to any breach other right Buyer may have, whether at law or attempted breach in equity. Each party intends that the provisions of this Section 9.6 be enforced under the laws applied in each jurisdiction in which enforcement is sought. If any provision of this Section 9.6 shall be held by a court of competent jurisdiction to be invalid or unenforceable, this Section 9.6 shall be amended to revise the scope of such covenantsprovision to make it enforceable, if possible, or, if not possible, to delete such provision, in either case, without affecting the other or remaining provisions of this Section 9.6 or this Agreement. Any invalidity or unenforceability of any provision of this Section 9.6 in a jurisdiction will not affect the validity or enforceability of that provision in any other jurisdiction.

Non-Competition. (a) For a period of two (2) years commencing on the Closing Date (the “Restricted Period”), Seller Parent shall not, and shall not permit any other Restricted Party to, directly or indirectly, (i) Xxxxxxxengage in the Exploitation of any (A) intravenous small molecule anti-Xxxxxx agrees hypertensive agent, (B) intravenous small molecule antiplatelet agent or (C) intravenous direct thrombin inhibitor anywhere in the world (the “Restricted Business”) or (ii) have an interest in any Person that for engages directly or indirectly in the Restricted Business in any capacity, including as a period of 30 months following partner, shareholder, member, principal, agent, trustee or consultant; provided, however, that, notwithstanding the Closing Date it foregoing, this Section 9.10(a) shall not and shall cause its Subsidiaries prohibit Seller Parent or any other Restricted Party or any of their respective Affiliates from (i) acquiring or owning securities of a Person whose securities are publicly traded on a recognized securities exchange or quotation system representing not in excess of five percent (5%) of any class of such securities; (ii) after giving effect to acquirethe Transactions, manage, operate, control or otherwise continuing to engage in any business of (A) operating or franchising retail stores within the United States, Canada, Mexico, Puerto Rico, the United Kingdom, Ireland, Germany and/or Japan (the “currently conducted by any Restricted Territories”) that sell beauty care products of Xxxxxxx-Xxxxxx or any third Person or (B) distributing to salons and salon professionals within the Restricted Territories professional beauty care products of any unaffiliated third Person (collectively, “Restricted Activities”). (ii) Section 7.19(a)(i) shall be deemed not breached as a result of (A) the ownership by Xxxxxxx-Xxxxxx Party or any of their respective Affiliates, whether or not any one or more products or services associated with such business activities might be deemed to be competitive in some manner with the Restricted Business, including, for the avoidance of doubt, the Exploitation of the products and product candidates of Seller Parent and its Subsidiaries of: (1) less other than an aggregate the Products and the utilization of 5% the Excluded Assets, but excluding the development or commercialization of any class product candidate competitive in some manner with the Restricted Business, it being understood and agreed that the product candidates set forth on Schedule 9.10 are not competitive with the Restricted Business; (iii) purchasing products or services from, or selling products or services to, or otherwise engaging in a subcontracting or commercial relationship with, an entity that is engaged in a Restricted Business; (iv) performing its obligations under this Agreement or any Ancillary Agreement or otherwise taking actions in connection with the winding up of capital stock the Business; (v) acquiring any Person (or any interest therein), including through the creation of a Person engagedany joint venture or partnership, that engages, directly or indirectly, in a Restricted Activities; providedBusiness, howeverif (x) in its last full fiscal year prior to such acquisition, that the consolidated revenues of such capital stock is listed or quoted on a national securities exchange or Person from the Nasdaq National Market Restricted Business constituted less than twenty percent (20%) of the total consolidated revenues of such Person, or (2y) in its last full fiscal year prior to such acquisition, the consolidated revenues of such Person from the Restricted Business constituted less than 15% in value thirty-five percent (35%) of any instrument the total consolidated revenues of indebtedness such Person and, following such acquisition, the applicable Restricted Party uses, until the expiration of a Person engagedthe Restricted Period, directly or indirectly, in Restricted Activities, (B) Xxxxxxx-Xxxxxx or any of its Subsidiaries acquiring control of any Person or business that for the fiscal year immediately preceding such acquisition derived less than 10% of its revenues from Restricted Activities, (C) Xxxxxxx-Xxxxxx or any of its Subsidiaries acquiring control of any Person or business that for the fiscal year immediately preceding such acquisition derived more than 10% of its revenues but less than 35% of its revenues from Restricted Activities so long as it shall use its reasonable best efforts to divest such operations as promptly as practicable and in any event within 12 months after sell that portion of the consummation business of such acquisition of controlPerson as constitutes a Restricted Business; or (vi) acquiring rights to any product (whether by purchase, (Dlicense or otherwise) Xxxxxxx-Xxxxxx or any of its Subsidiaries owning an interest acquired as a creditor in bankruptcy or otherwise than by a voluntary investment decision that may be used in a Person or business that for the fiscal year immediately preceding the acquisition of such interest by Xxxxxxx-Xxxxxx or any of its Subsidiaries derived 10% or more of its revenues from Restricted ActivitiesBusiness, so as long as Xxxxxxx-Xxxxxx either such product is not so employed or its applicable Subsidiary shall use its reasonable best efforts to divest such interest is a product that falls within the exception set forth in clause (v) of this sentence as promptly as practicable and in any event within 12 months after the acquisition of such interest; provided, however, that Xxxxxxx-Xxxxxx and its Subsidiaries shall not be required to divest if any such interest product was an acquired pursuant to this clause (D) if its fair market value at the time of such acquisition is less than $1,000,000, (E) Xxxxxxx-Xxxxxx and its Subsidiaries operating up to ten retail stores that sell beauty care products, (F) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing their branded professional beauty care products directly or through distributors to salons and salon professionals, (G) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing professional beauty care products of any third Person directly to salons and salon professionals within the Restricted Territories if any member of the Xxxxxxx-Xxxxxx Group as of the date hereof sells and distributes such products and which sales will in no event exceed 2% of the consolidated net sales of Xxxxxxx-Xxxxxx in any fiscal year or (H) Xxxxxxx-Xxxxxx and its Subsidiaries operating their company stores in any office, plant or warehouse owned or leased by Xxxxxxx-Xxxxxx or any of its Subsidiaries (each of which shall not be deemed to be a retail store for purposes of Section 7.19(a)(ii)(E)such clause (v). For the avoidance of doubt, Xxxxxxx-Xxxxxx this Section 9.10(a) shall not bind any purchaser of all or substantially all of Seller Parent’s capital stock or assets, whether by merger, asset sale, stock sale or otherwise. (b) Seller Parent acknowledges that a breach or threatened breach of this Section 9.10 would give rise to irreparable harm to Buyer, for which monetary damages would not be an adequate remedy, and its Subsidiaries hereby agrees that in the event of a breach or a threatened breach by Seller Parent of any such obligations, Buyer shall, in addition to any and all other rights and remedies that may actively operatebe available to it in respect of such breach, manage be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and control any Person other relief that may be available from a court of competent jurisdiction (without any requirement to post bond or business any of them acquire in accordance with clause (B) and/or clause (Cprove damages). (iiic) Xxxxxxx-Xxxxxx and Regis agree Seller Parent acknowledges that the covenants included restrictions contained in this Section 7.19(a) 9.10 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the Transactions. In the event that any covenant contained in their geographic and temporal coverage, and that neither Xxxxxxx-Xxxxxx nor Regis shall raise any issue of geographic or temporal reasonableness in any proceeding to enforce such covenant; provided, however, that if the provision of this Section 7.19(a) 9.10 should ever be deemed adjudicated to exceed the time time, geographic, product or geographic limitations service or any other limitations permitted by Applicable applicable Law in any jurisdiction, then any court is expressly empowered to reform such provisions covenant, and such covenant shall be deemed reformed reformed, in such jurisdiction to the minimum extent required maximum time, geographic, product or service or other limitations permitted by Applicable Law to cure such problemapplicable Law. Notwithstanding any other provision of this Agreement, it is understood and agreed that monetary damages would be inadequate in the case of any breach of the The covenants contained in this Section 7.19(a)9.10 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and that Regis any such invalidity or unenforceability in any jurisdiction shall be entitled to seek equitable relief, including the remedy of specific performance, with respect to not invalidate or render unenforceable such covenant or provision in any breach or attempted breach of such covenantsother jurisdiction.

Non-Competition. (ia) Xxxxxxx-Xxxxxx Seller agrees that that, as part of the consideration for the payment of the Purchase Price, for a period of 30 months two (2) years immediately following the Closing Date it shall not and shall cause Date, neither Seller nor any of its Subsidiaries not to acquireAffiliates will, managedirectly or indirectly, as a principal, stockholder or otherwise, operate, control perform or have any ownership interest in any business that develops, manufactures, sells, installs or distributes products in competition with the CATV Business, except that Seller may (i) purchase or otherwise acquire by merger, purchase of assets, stock, controlling interest or otherwise any Person or business or engage in any similar merger and acquisition activity with any Person the primary business of (A) operating which is not in competition with the CATV Business, or franchising retail stores within the United States, Canada, Mexico, Puerto Rico, the United Kingdom, Ireland, Germany and/or Japan (the “Restricted Territories”) that sell beauty care products of Xxxxxxx-Xxxxxx or any third Person or (B) distributing to salons and salon professionals within the Restricted Territories professional beauty care products of any unaffiliated third Person (collectively, “Restricted Activities”). (ii) Section 7.19(a)(i) shall be deemed not breached invest as a result minority shareholder in any Person. For the purposes of (A) the this Section 5.11(a), ownership by Xxxxxxx-Xxxxxx or any of its Subsidiaries of: (1) less than an aggregate securities of 5a company whose securities are publicly traded under a recognized securities exchange not in excess of 10% of any class of capital stock of such securities shall not be considered to be competition with the CATV Business, and a Person engaged, directly or indirectly, shall not be considered to be in Restricted Activities; provided, however, that the "primary business" of competing with the CATV Business if such capital stock is listed or quoted on a national securities exchange or the Nasdaq National Market or (2) Person derives less than 15% in value of any instrument of indebtedness of a Person engaged, directly or indirectly, in Restricted Activities, (B) Xxxxxxx-Xxxxxx or any of its Subsidiaries acquiring control of any Person or business that for the fiscal year immediately preceding such acquisition derived less than 10% of its revenues from Restricted Activities, (C) Xxxxxxx-Xxxxxx or any of its Subsidiaries acquiring control of any Person or business products that for compete with the fiscal year immediately preceding such acquisition derived more than 10% of its revenues but less than 35% of its revenues from Restricted Activities so long as it shall use its reasonable best efforts to divest such operations as promptly as practicable and in any event within 12 months after the consummation of such acquisition of control, (D) Xxxxxxx-Xxxxxx or any of its Subsidiaries owning an interest acquired as a creditor in bankruptcy or otherwise than by a voluntary investment decision in a Person or business that for the fiscal year immediately preceding the acquisition of such interest by Xxxxxxx-Xxxxxx or any of its Subsidiaries derived 10% or more of its revenues from Restricted Activities, so long as Xxxxxxx-Xxxxxx or its applicable Subsidiary shall use its reasonable best efforts to divest such interest as promptly as practicable and in any event within 12 months after the acquisition of such interest; provided, however, that Xxxxxxx-Xxxxxx and its Subsidiaries shall not be required to divest any such interest acquired pursuant to this clause (D) if its fair market value at the time of such acquisition is less than $1,000,000, (E) Xxxxxxx-Xxxxxx and its Subsidiaries operating up to ten retail stores that sell beauty care products, (F) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing their branded professional beauty care products directly or through distributors to salons and salon professionals, (G) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing professional beauty care products of any third Person directly to salons and salon professionals within the Restricted Territories if any member of the Xxxxxxx-Xxxxxx Group as of the date hereof sells and distributes such products and which sales will in no event exceed 2% of the consolidated net sales of Xxxxxxx-Xxxxxx in any fiscal year or (H) Xxxxxxx-Xxxxxx and its Subsidiaries operating their company stores in any office, plant or warehouse owned or leased by Xxxxxxx-Xxxxxx or any of its Subsidiaries (each of which shall not be deemed to be a retail store for purposes of Section 7.19(a)(ii)(E))CATV Business. For the avoidance of doubt, Xxxxxxx-Xxxxxx the parties agree that the agreements and limitations set forth in this Section 5.11 shall not apply to any entity that acquires all or part of Seller in any transaction, but shall continue to apply to Seller and its Subsidiaries may actively operate, manage and control Affiliates (as constituted immediately prior to any Person or business any of them acquire in accordance with clause (B) and/or clause (Csuch transaction). (iiib) Xxxxxxx-Xxxxxx and Regis agree Seller acknowledges that the covenants included restrictions set forth in Section 7.19(a5.11(a) are reasonable in their geographic constitute a material inducement to Buyer's entering into and temporal coverage, and that neither Xxxxxxx-Xxxxxx nor Regis shall raise any issue of geographic or temporal reasonableness in any proceeding to enforce such covenant; provided, however, that if the provision of Section 7.19(a) should ever be deemed to exceed the time or geographic limitations or any other limitations permitted by Applicable Law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the minimum extent required by Applicable Law to cure such problem. Notwithstanding any other provision of performing this Agreement. Seller further acknowledges, it is understood stipulates and agreed agrees that monetary damages would a breach of such obligation could result in irreparable harm and continuing damage to Buyer for which there may be inadequate no adequate remedy at law and further agrees that in the case event of any breach of the covenants contained in Section 7.19(a)said obligation, and that Regis shall Buyer may be entitled to seek equitable reliefinjunctive relief and to such other relief as is proper under the circumstances. (c) If any provision contained in this Section shall for any reason be held invalid, including illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Section 5.11, but this Section 5.11 shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. It is the remedy intention of specific performancethe parties that if any of the restrictions or covenants contained herein is held to cover a geographic area or to be for a length of time which is not permitted by applicable Law, with respect or in any way construed to be too broad or to any breach extent invalid, such provision shall not be construed to be null, void and of no effect, but to the extent such provision would be valid or attempted breach enforceable under applicable Law, a court of competent jurisdiction shall construe and interpret or reform this Section 5.11 to provide for a covenant having the maximum enforceable geographic area, time period and other provisions (not greater than those contained herein) as shall be valid and enforceable under such covenantsapplicable Law.

Non-Competition. (i) Xxxxxxx-Xxxxxx agrees that During the term of this Agreement and for a period of 30 --------------- six (6) months following the Closing Date it thereafter, Employee covenants and agrees with Company that he shall not and shall cause its Subsidiaries not to acquire, manage, operate, control or otherwise engage in any business of (A) operating or franchising retail stores within the United States, Canada, Mexico, Puerto Rico, the United Kingdom, Ireland, Germany and/or Japan (the “Restricted Territories”) that sell beauty care products of Xxxxxxx-Xxxxxx or any third Person or (B) distributing to salons and salon professionals within the Restricted Territories professional beauty care products of any unaffiliated third Person (collectively, “Restricted Activities”). (ii) Section 7.19(a)(i) shall be deemed not breached as a result of (A) the ownership by Xxxxxxx-Xxxxxx or any of its Subsidiaries of: (1) less than an aggregate of 5% of any class of capital stock of a Person engagednot, directly or indirectly, conduct, provide financial assistance to (whether through a loan or otherwise), act as an independent contractor, hold an equity or profit sharing interest in Restricted Activities(except for ownership of less than 1% of the outstanding share in a company whose stock is publicly traded), in any manner have a business interest in, be employed by, or in any other manner take part in, any commodity or securities brokerage business or other business in the United States of America which is competitive with the business of the Company as such business is conducted during the term of this Agreement except that Employee at all times after the term of this Agreement may execute orders as a floor broker and trade for his own account and, in addition, may function as a commodity trading advisor, pool operator or introducing broker subject to the restrictions set forth in the next sentence of this paragraph and provided that Employee clears all commodity trades which are affected in connection with Employee's activities as a commodity trading advisor, pool operator or introducing broker through the Company so long as the Company has the ability to clear such trades and does not charge more than for such clearing functions than the rates otherwise available to Employee. Provided, however, this provision number 6 shall not be applicable to Employee should Employee function solely as an attorney in any capacity relating to or connected with the futures industry. During the term of this Agreement and for a period of eighteen (l8) months thereafter, Employee covenants and agrees with the Company that he shall not, directly or indirectly; (a) solicit or provide commodity or securities brokerage services to any persons or entities that are or were during the period by this sentence customers of the Company, either as an employee, agent, consultant, licensee, independent contractor, owner or otherwise, or (b) solicit for employment or employ any persons who are or were during the period covered by this sentence employees of the company. In the event that the term of Employee's employment hereunder shall not be extended by the Company beyond the term provided for in paragraph 2 hereof on terms (including compensation) substantially equivalent to the terms set forth in this Agreement except by reason of a termination for "good cause" as defined in paragraph 2 hereof, Employee shall receive severance pay of $100,000 in a lump sum payment at the time of such termination. Employee shall remain subject to the provisions contained in this paragraph 6 for the full periods specified herein. In the event that the Company offers to extend the term of Employee's employment hereunder on substantially equivalent terms and Employee does not accept such offer, Employee's obligations pursuant to the first sentence of this paragraph 6 shall cease and be of no further force and effect provided, however, if the Company shall pay Employee in a lump sum payment, an amount equal to 50% of Employee's annual base salary, Employee shall remain subject to the provisions contained in the first sentence of this paragraph 6 for the full six month period specified therein. In the event, that Employee voluntarily terminates his employment hereunder, Employee's obligations pursuant to the first sentence of this paragraph 6 shall cease and be of no further force and effect; provided, however, that such capital stock is listed or quoted on if the company shall pay Employees in a national securities exchange or lump sum payment, an amount equal to 50% of Employee's annual base salary, Employee shall remain subject to the Nasdaq National Market or (2) less than 15% provisions contained in value the first sentence of any instrument of indebtedness of a Person engaged, directly or indirectly, in Restricted Activities, (B) Xxxxxxx-Xxxxxx or any of its Subsidiaries acquiring control of any Person or business that this paragraph 6 for the fiscal year immediately preceding such acquisition derived less than 10% of its revenues from Restricted Activities, (C) Xxxxxxx-Xxxxxx or any of its Subsidiaries acquiring control of any Person or business that for the fiscal year immediately preceding such acquisition derived more than 10% of its revenues but less than 35% of its revenues from Restricted Activities so long as it shall use its reasonable best efforts to divest such operations as promptly as practicable and in any event within 12 months after the consummation of such acquisition of control, (D) Xxxxxxx-Xxxxxx or any of its Subsidiaries owning an interest acquired as a creditor in bankruptcy or otherwise than by a voluntary investment decision in a Person or business that for the fiscal year immediately preceding the acquisition of such interest by Xxxxxxx-Xxxxxx or any of its Subsidiaries derived 10% or more of its revenues from Restricted Activities, so long as Xxxxxxx-Xxxxxx or its applicable Subsidiary shall use its reasonable best efforts to divest such interest as promptly as practicable and in any event within 12 months after the acquisition of such interest; provided, however, that Xxxxxxx-Xxxxxx and its Subsidiaries shall not be required to divest any such interest acquired pursuant to this clause (D) if its fair market value at the time of such acquisition is less than $1,000,000, (E) Xxxxxxx-Xxxxxx and its Subsidiaries operating up to ten retail stores that sell beauty care products, (F) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing their branded professional beauty care products directly or through distributors to salons and salon professionals, (G) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing professional beauty care products of any third Person directly to salons and salon professionals within the Restricted Territories if any member of the Xxxxxxx-Xxxxxx Group as of the date hereof sells and distributes such products and which sales will in no event exceed 2% of the consolidated net sales of Xxxxxxx-Xxxxxx in any fiscal year or (H) Xxxxxxx-Xxxxxx and its Subsidiaries operating their company stores in any office, plant or warehouse owned or leased by Xxxxxxx-Xxxxxx or any of its Subsidiaries (each of which shall not be deemed to be a retail store for purposes of Section 7.19(a)(ii)(E)). For the avoidance of doubt, Xxxxxxx-Xxxxxx and its Subsidiaries may actively operate, manage and control any Person or business any of them acquire in accordance with clause (B) and/or clause (C)full six month period specified therein. (iii) Xxxxxxx-Xxxxxx and Regis agree that the covenants included in Section 7.19(a) are reasonable in their geographic and temporal coverage, and that neither Xxxxxxx-Xxxxxx nor Regis shall raise any issue of geographic or temporal reasonableness in any proceeding to enforce such covenant; provided, however, that if the provision of Section 7.19(a) should ever be deemed to exceed the time or geographic limitations or any other limitations permitted by Applicable Law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the minimum extent required by Applicable Law to cure such problem. Notwithstanding any other provision of this Agreement, it is understood and agreed that monetary damages would be inadequate in the case of any breach of the covenants contained in Section 7.19(a), and that Regis shall be entitled to seek equitable relief, including the remedy of specific performance, with respect to any breach or attempted breach of such covenants.

Non-Competition. (a) Other than in connection with the performance of Seller’s obligations under the Ancillary Agreements, during the period that commences on the Closing Date and ends on the earlier of (i) Xxxxxxx-Xxxxxx agrees that for a period the [***] anniversary of 30 months following the Closing Date it and (ii) the [***] anniversary of the date on which the first New Drug Application is approved with respect to a Product, Seller shall not, and shall not and shall cause permit any of its Subsidiaries not to acquireaffiliates (including the Company) to, manage, operate, control directly or otherwise engage in any business of indirectly: (A) operating engage in or franchising retail stores within assist any other person in engaging in (including through the United States, Canada, Mexico, Puerto Rico, grant of a license or other right) the United Kingdom, Ireland, Germany and/or Japan (Restricted Business anywhere in the “Restricted Territories”) that sell beauty care products of Xxxxxxx-Xxxxxx or any third Person Territory or (B) distributing to salons and salon professionals within have an ownership interest in any person that engages in the Restricted Territories professional beauty care products of any unaffiliated third Person (collectivelyBusiness in the Territory. Notwithstanding the foregoing, “Restricted Activities”). (ii) Section 7.19(a)(i) shall be deemed not breached as a result of (A) the ownership by Xxxxxxx-Xxxxxx Seller or any of its Subsidiaries of: (1) less than an aggregate of 5% of any class of capital stock of a Person engagedaffiliates may own, directly or indirectly, in Restricted Activities; provided, however, that such capital stock is listed or quoted on a national securities exchange or the Nasdaq National Market or (2) less than 15% in value of any instrument of indebtedness person engaged in the Restricted Business if (i) Seller or its affiliate is not a controlling person of, or a member of a Person engagedgroup (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934) which controls such person and (ii) Seller and its affiliates collectively do not, directly or indirectly, own more than five percent (5%) of any class of securities of such person. (b) During the period that commences on the Closing Date and ends on the earlier of (i) the date on which Seller has been paid Milestone Payments in Restricted Activitiesan amount equal to the Milestone Payment Cap and (ii) the date on which all Payment Obligors cease engaging in activities required to achieve Net Sales, (B) Xxxxxxx-Xxxxxx Purchaser shall not, and shall not permit the Company or any of its Subsidiaries acquiring control of any Person or business that for the fiscal year immediately preceding such acquisition derived less than 10% of its revenues from Restricted ActivitiesAffiliated Payment Obligors to, (C) Xxxxxxx-Xxxxxx or any of its Subsidiaries acquiring control of any Person or business that for the fiscal year immediately preceding such acquisition derived more than 10% of its revenues but less than 35% of its revenues from Restricted Activities so long as it shall use its reasonable best efforts to divest such operations as promptly as practicable and in any event within 12 months after the consummation of such acquisition of control, (D) Xxxxxxx-Xxxxxx or any of its Subsidiaries owning an interest acquired as a creditor in bankruptcy or otherwise than by a voluntary investment decision in a Person or business that for the fiscal year immediately preceding the acquisition of such interest by Xxxxxxx-Xxxxxx or any of its Subsidiaries derived 10% or more of its revenues from Restricted Activities, so long as Xxxxxxx-Xxxxxx or its applicable Subsidiary shall use its reasonable best efforts to divest such interest as promptly as practicable and in any event within 12 months after the acquisition of such interest; provided, however, that Xxxxxxx-Xxxxxx and its Subsidiaries shall not be required to divest any such interest acquired pursuant to this clause (D) if its fair market value at the time of such acquisition is less than $1,000,000, (E) Xxxxxxx-Xxxxxx and its Subsidiaries operating up to ten retail stores that sell beauty care products, (F) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing their branded professional beauty care products directly or indirectly: (A) engage in or assist any other person in engaging in (including through distributors to salons and salon professionals, (Gthe grant of a license or other right) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing professional beauty care products of any third Person directly to salons and salon professionals within the Restricted Territories if any member [***] = Portions of this exhibit have been omitted and filed separately with the Xxxxxxx-Xxxxxx Group as of Securities and Exchange Commission. Confidential treatment requested under 17 C.F.R. Sections 200.80(b)(4) and 230.406. Business anywhere in the date hereof sells and distributes such products and which sales will in no event exceed 2% of the consolidated net sales of Xxxxxxx-Xxxxxx in any fiscal year Territory; or (H) Xxxxxxx-Xxxxxx and its Subsidiaries operating their company stores in any office, plant or warehouse owned or leased by Xxxxxxx-Xxxxxx or any of its Subsidiaries (each of which shall not be deemed to be a retail store for purposes of Section 7.19(a)(ii)(E)). For the avoidance of doubt, Xxxxxxx-Xxxxxx and its Subsidiaries may actively operate, manage and control any Person or business any of them acquire in accordance with clause (B) and/or clause (C). (iii) Xxxxxxx-Xxxxxx and Regis agree that the covenants included in Section 7.19(a) are reasonable in their geographic and temporal coverage, and that neither Xxxxxxx-Xxxxxx nor Regis shall raise any issue of geographic or temporal reasonableness have an ownership interest in any proceeding to enforce such covenant; providedperson that engages in the Restricted Business in the Territory. Notwithstanding the foregoing, howeverPurchaser may own, that directly or indirectly, securities of any person engaged in the Restricted Business if (i) Purchaser or its affiliate is not a controlling person of, or a member of a group (within the provision meaning of Section 7.19(a13(d)(3) should ever be deemed to exceed of the time Securities Exchange Act of 1934) which controls such person and (ii) Purchaser and its affiliates collectively do not, directly or geographic limitations or any other limitations permitted by Applicable Law in any jurisdictionindirectly, then such provisions shall be deemed reformed in such jurisdiction to the minimum extent required by Applicable Law to cure such problem. Notwithstanding any other provision of this Agreement, it is understood and agreed that monetary damages would be inadequate in the case own more than five percent (5%) of any breach class of the covenants contained in Section 7.19(a), and that Regis shall be entitled to seek equitable relief, including the remedy of specific performance, with respect to any breach or attempted breach securities of such covenantsperson.

Non-Competition. (ia) Xxxxxxx-Xxxxxx agrees that for a period of 30 months following From the Closing Date it shall not and shall cause its Subsidiaries not to acquire, manage, operate, control or otherwise engage in any business until the fourth anniversary of (A) operating or franchising retail stores within the United States, Canada, Mexico, Puerto Rico, the United Kingdom, Ireland, Germany and/or Japan Closing Date (the “Restricted TerritoriesPeriod”), without Buyer’s consent, Parent shall not, and shall cause each of its Affiliates (Parent and its Affiliates, the “Restricted Party”) that sell beauty care products of Xxxxxxx-Xxxxxx or any third Person or (B) distributing to salons and salon professionals within the Restricted Territories professional beauty care products of any unaffiliated third Person (collectively, “Restricted Activities”). (ii) Section 7.19(a)(i) shall be deemed not breached as a result of (A) the ownership by Xxxxxxx-Xxxxxx or any of its Subsidiaries of: (1) less than an aggregate of 5% of any class of capital stock of a Person engagedto, directly or indirectlyindirectly (including by means of management, advisory, operating, or similar agreements or arrangements or by any record or beneficial equity interest, either as a principal, trustee, stockholder, partner, joint venture or otherwise, in any Person), engage in a business that competes with the Business, for their own account or for any other Person, in any country or other geographic location in which any Rodeo Entity operates the Business or otherwise had sales immediately prior to the Closing or any other country or geographic location in which any Rodeo Entity planned to operate the Business as of the Closing Date (the “Restricted ActivitiesBusiness”); provided, however, that such capital stock is nothing in this Agreement or in the definition of Restricted Business shall prohibit or in any way restrict the Restricted Party’s ability to: (i) engage in the Restricted Business to the extent necessary to perform its duties under this Agreement and the Ancillary Agreements; (ii) make or maintain passive investments of less than five percent of the outstanding equity securities in any entity engaged in the Restricted Businesses listed or quoted for trading on a national any recognized securities exchange or in the Nasdaq National Market or over-the-counter markets; (2iii) less than 15% in value own an equity interest of any instrument of indebtedness of a other Person engaged, directly or indirectly, engaged in the Restricted Activities, (B) Xxxxxxx-Xxxxxx or any of its Subsidiaries acquiring control of any Person or business that for the fiscal year immediately preceding such acquisition derived less than 10% of its revenues from Restricted Activities, (C) Xxxxxxx-Xxxxxx or any of its Subsidiaries acquiring control of any Person or business that for the fiscal year immediately preceding such acquisition derived more than 10% of its revenues but less than 35% of its revenues from Restricted Activities so long as it shall use its reasonable best efforts to divest such operations as promptly as practicable and in any event within 12 months after the consummation of such acquisition of control, (D) Xxxxxxx-Xxxxxx or any of its Subsidiaries owning an interest Business acquired as a creditor in bankruptcy or otherwise other than by a voluntary investment decision decision; or (iv) acquire the assets or capital stock or other equity interests of any other Person engaged in a Person or business that for the fiscal year immediately preceding the acquisition of such interest by Xxxxxxx-Xxxxxx or any of its Subsidiaries derived 10% or more of its revenues from Restricted ActivitiesBusiness, so long as Xxxxxxx-Xxxxxx or its applicable Subsidiary shall use its reasonable best efforts to divest such interest as promptly as practicable and in any event within 12 months after the acquisition of such interest; provided, however, that Xxxxxxx-Xxxxxx and its Subsidiaries shall not be required the net sales attributable to divest any the Restricted Business conducted by such interest acquired pursuant to this clause (D) if its fair market value at the time of such acquisition is person accounts for less than $1,000,000, (E) Xxxxxxx-Xxxxxx and its Subsidiaries operating up to ten retail stores that sell beauty care products, (F) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing their branded professional beauty care products directly or through distributors to salons and salon professionals, (G) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing professional beauty care products of any third Person directly to salons and salon professionals within the Restricted Territories if any member of the Xxxxxxx-Xxxxxx Group as of the date hereof sells and distributes such products and which sales will in no event exceed 225% of the consolidated net sales of Xxxxxxx-Xxxxxx such person for its most recently completed fiscal year. (b) The Parties agree that this covenant is personal to Buyer and Buyer may not assign or otherwise transfer this covenant, in whole or in part, to any fiscal year or (H) Xxxxxxx-Xxxxxx Person other than to other Affiliates of Buyer. During the Restricted Period, Parent shall not, and its Subsidiaries operating their company stores in any office, plant or warehouse owned or leased by Xxxxxxx-Xxxxxx or any shall cause each of its Subsidiaries (each not to, without the prior written consent of which shall not be deemed Buyer, directly or indirectly, induce or attempt to be a retail store for purposes of Section 7.19(a)(ii)(E)). For induce any customer, reseller, retailer, distributor, supplier, licensee or other Person to cease doing business with Buyer or any Rodeo Entity or in any way interfere with the avoidance of doubtrelationship between any such customer, Xxxxxxx-Xxxxxx reseller, retailer, distributor, supplier, licensee or other Person and its Subsidiaries may actively operateBuyer, manage and control any Person Rodeo or business any of them acquire in accordance with clause (B) and/or clause (C)such Rodeo Entity. (iiic) Xxxxxxx-Xxxxxx and Regis agree Parent agrees that the covenants included in any remedy at law for any breach by it or its Affiliates of Section 7.19(a9.6(a) are reasonable in their geographic and temporal coverageor (b) would be inadequate, and that neither Xxxxxxx-Xxxxxx nor Regis shall raise any issue of geographic or temporal reasonableness in any proceeding to enforce such covenant; provided, however, that if the provision of Section 7.19(a) should ever be deemed to exceed the time or geographic limitations or any other limitations permitted by Applicable Law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the minimum extent required by Applicable Law to cure such problem. Notwithstanding any other provision of this Agreement, it is understood and agreed that monetary damages would be inadequate in the case of any breach of the covenants contained in Section 7.19(a), and that Regis Buyer shall be entitled to seek injunctive or other equitable relief, including the remedy of specific performance, with respect relief in such case in addition to any breach other right Buyer may have, whether at law or attempted breach in equity. Each party intends that the provisions of this Section 9.6 be enforced under the laws applied in each jurisdiction in which enforcement is sought. If any provision of this Section 9.6 shall be held by a court of competent jurisdiction to be invalid or unenforceable, this Section 9.6 shall be amended to revise the scope of such covenantsprovision to make it enforceable, if possible, or, if not possible, to delete such provision, in either case, without affecting the other or remaining provisions of this Section 9.6 or this Agreement. Any invalidity or unenforceability of any provision of this Section 9.6 in a jurisdiction will not affect the validity or enforceability of that provision in any other jurisdiction.

Non-Competition. Parent and each Seller agrees that, except with respect to the Restricted Areas in which the Excluded Businesses operate, from and after the date of this Agreement until three (i3) Xxxxxxx-Xxxxxx agrees that for a period of 30 months following years after the Closing Date (the “Non-Competition Period”) it shall not not, and it shall cause its Subsidiaries not to acquireto, managedirectly or indirectly, operate, control or otherwise in the Restricted Areas: (a) engage in any business business, operation or activity that is directly competitive with the business, operations or activities of the Business (A) operating or franchising retail stores within the United States, Canada, Mexico, Puerto Rico, the United Kingdom, Ireland, Germany and/or Japan (the a “Restricted Territories”) that sell beauty care products of Xxxxxxx-Xxxxxx or any third Person or (B) distributing to salons and salon professionals within the Restricted Territories professional beauty care products of any unaffiliated third Person (collectively, “Restricted ActivitiesCompetitive Activity”). (ii) Section 7.19(a)(i) ; provided, that the foregoing shall be deemed not breached as a result of (A) the ownership by Xxxxxxx-Xxxxxx or any of prohibit Parent and its Subsidiaries of: (1) less than from collectively owning up to an aggregate of five percent (5% %) of the outstanding shares of any class of capital stock of any publicly traded Person that engages in any Competitive Activity in any Restricted Area (a Person engaged, directly or indirectly, in Restricted Activities; provided, however, that such capital stock is listed or quoted on a national securities exchange or the Nasdaq National Market or (2“Competing Person”) less than 15% in value of any instrument of indebtedness of a Person engaged, directly or indirectly, in Restricted Activities, (B) Xxxxxxx-Xxxxxx or so long as neither Parent nor any of its Subsidiaries acquiring control of has any Person or business that for participation in the fiscal year immediately preceding such acquisition derived less than 10% of its revenues from Restricted Activities, (C) Xxxxxxx-Xxxxxx or any of its Subsidiaries acquiring control of any Person or business that for the fiscal year immediately preceding such acquisition derived more than 10% of its revenues but less than 35% of its revenues from Restricted Activities so long as it shall use its reasonable best efforts to divest such operations as promptly as practicable and in any event within 12 months after the consummation management of such acquisition of controlCompeting Person; or (b) solicit away, divert or attempt to solicit away or divert from doing business (Dwith respect to the Business) Xxxxxxx-Xxxxxx or any of its Subsidiaries owning an interest acquired as a creditor in bankruptcy or otherwise than by a voluntary investment decision in a Person or business that for the fiscal year immediately preceding the acquisition of such interest by Xxxxxxx-Xxxxxx or any of its Subsidiaries derived 10% or more of its revenues from Restricted Activities, so long as Xxxxxxx-Xxxxxx or its applicable Subsidiary shall use its reasonable best efforts to divest such interest as promptly as practicable and in any event within 12 months after the acquisition of such interest; provided, however, that Xxxxxxx-Xxxxxx and its Subsidiaries shall not be required to divest any such interest acquired pursuant to this clause (D) if its fair market value at the time of such acquisition is less than $1,000,000, (E) Xxxxxxx-Xxxxxx and its Subsidiaries operating up to ten retail stores that sell beauty care products, (F) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing their branded professional beauty care products directly or through distributors to salons and salon professionals, (G) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing professional beauty care products of any third Person directly to salons and salon professionals within the Restricted Territories if any member of the Xxxxxxx-Xxxxxx Group as of the date hereof sells and distributes such products and which sales will in no event exceed 2% of the consolidated net sales of Xxxxxxx-Xxxxxx in any fiscal year or (H) Xxxxxxx-Xxxxxx and its Subsidiaries operating their company stores in any office, plant or warehouse owned or leased by Xxxxxxx-Xxxxxx with Purchaser or any of its Subsidiaries (each including, after the Closing, the Purchased Companies) any Person who was a customer or supplier of the Business at any time during the two (2) years prior to the Closing Date. Notwithstanding anything to the contrary in the foregoing, nothing in this Section 12.1 shall (i) prevent Parent, any Seller or any of their respective Subsidiaries from selling or divesting any or all of its assets or businesses to any Person that is not an Affiliate of Parent or a Seller, and such Person shall in no way be bound by the restrictions set forth in this Section 12.1 or (ii) prohibit Parent, any Seller or any of their respective Subsidiaries from acquiring the whole or any part of a Person which shall not be deemed to be engages in any Competitive Activity in any of the Restricted Areas or the whole or any part of a retail store for purposes business which includes any Competitive Activity in any of Section 7.19(a)(ii)(E)). For the avoidance Restricted Areas where such Competitive Activities of doubt, Xxxxxxx-Xxxxxx and its Subsidiaries may actively operate, manage and control any such Person or business any represent less than twenty percent (20%) of them acquire in accordance with clause the revenues or generated less than $200,000,000 of revenues within the last twelve (B12) and/or clause (C). (iii) Xxxxxxx-Xxxxxx and Regis agree that the covenants included in Section 7.19(a) are reasonable in their geographic and temporal coverage, and that neither Xxxxxxx-Xxxxxx nor Regis shall raise any issue months for of geographic such Person or temporal reasonableness in any proceeding to enforce such covenant; provided, however, that if the provision of Section 7.19(a) should ever be deemed to exceed the time or geographic limitations or any other limitations permitted by Applicable Law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the minimum extent required by Applicable Law to cure such problem. Notwithstanding any other provision of this Agreement, it is understood and agreed that monetary damages would be inadequate business acquired as set out in the case latest available annual financial statements of any breach of the covenants contained in Section 7.19(a), and that Regis shall be entitled to seek equitable relief, including the remedy of specific performance, with respect to any breach Person or attempted breach of such covenantsbusiness.

Non-Competition. (a) Prior to the third anniversary of the Closing Date, the Parent Entities shall not engage in the business of (i) Xxxxxxxmanufacturing or selling overhead systems, headliners, interior instrument panels, interior quarter panel/sidewall trim, interior trim consoles, lift-Xxxxxx agrees that for a period of 30 months following the Closing Date it shall not gate trim panels, painted or unpainted fascia and shall cause its Subsidiaries not to acquirebumpers, managecladdings/exterior trim moldings, operateexterior grilles, control structural composite bumpers, or otherwise engage in any business of (A) operating signal, taillight and other lighting or franchising retail stores within the United States, Canada, Mexico, Puerto Rico, the United Kingdom, Ireland, Germany and/or Japan (the “Restricted Territories”) that sell beauty care products of Xxxxxxx-Xxxxxx or any third Person or (B) distributing to salons and salon professionals within the Restricted Territories professional beauty care products of any unaffiliated third Person (collectively, “Restricted Activities”). (ii) Section 7.19(a)(i) shall be deemed not breached as a result of (A) the ownership by Xxxxxxxassembling or selling cockpit systems or front-Xxxxxx or any of its Subsidiaries of: (1) less than an aggregate of 5% of any class of capital stock of a Person engaged, directly or indirectlyend modules, in Restricted Activities; providedeach case as currently manufactured, however, that such capital stock is listed assembled or quoted on a national securities exchange or sold by the Nasdaq National Market or (2) less than 15% in value of any instrument of indebtedness of a Person engaged, directly or indirectly, in Restricted Activities, (B) Xxxxxxx-Xxxxxx or any of its Bison Subsidiaries acquiring control of any Person or business that for the fiscal year immediately preceding such acquisition derived less than 10% of its revenues from Restricted Activities, (C) Xxxxxxx-Xxxxxx or any of its Subsidiaries acquiring control of any Person or business that for the fiscal year immediately preceding such acquisition derived more than 10% of its revenues but less than 35% of its revenues from Restricted Activities so long as it shall use its reasonable best efforts to divest such operations as promptly as practicable and in any event within 12 months after each case for use in automotive passenger cars and light and heavy trucks (the consummation of such acquisition of control, (D) Xxxxxxx-Xxxxxx or any of its Subsidiaries owning an interest acquired as a creditor in bankruptcy or otherwise than by a voluntary investment decision in a Person or business that for the fiscal year immediately preceding the acquisition of such interest by Xxxxxxx-Xxxxxx or any of its Subsidiaries derived 10% or more of its revenues from "Restricted Activities, so long as Xxxxxxx-Xxxxxx or its applicable Subsidiary shall use its reasonable best efforts to divest such interest as promptly as practicable and in any event within 12 months after the acquisition of such interest; provided, however, that Xxxxxxx-Xxxxxx and its Subsidiaries shall not be required to divest any such interest acquired pursuant to this clause (D) if its fair market value at the time of such acquisition is less than $1,000,000, (E) Xxxxxxx-Xxxxxx and its Subsidiaries operating up to ten retail stores that sell beauty care products, (F) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing their branded professional beauty care products directly or through distributors to salons and salon professionals, (G) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing professional beauty care products of any third Person directly to salons and salon professionals within the Restricted Territories if any member of the Xxxxxxx-Xxxxxx Group as of the date hereof sells and distributes such products and which sales will in no event exceed 2% of the consolidated net sales of Xxxxxxx-Xxxxxx in any fiscal year or (H) Xxxxxxx-Xxxxxx and its Subsidiaries operating their company stores in any office, plant or warehouse owned or leased by Xxxxxxx-Xxxxxx or any of its Subsidiaries (each of which shall not be deemed to be a retail store for purposes of Section 7.19(a)(ii)(E)Field"). For the avoidance of doubt, Xxxxxxxthe continued operation of the existing businesses of Parent and the Non-Xxxxxx and its Bison Subsidiaries may actively operate, manage and control any Person or business any shall not be a violation of them acquire in accordance with clause (B) and/or clause (Cthis Section 5.11(a). (iiib) XxxxxxxNotwithstanding the foregoing, the Parent Entities may acquire, directly or indirectly, all or substantially all of the capital stock or assets of any Person (an "After-Xxxxxx Acquired Business") which derives 33% or less of its gross sales revenues from the Restricted Field, if Parent or such Parent Entity promptly grants to Holdings an option to acquire the portion of the After-Acquired Business which engages in the Restricted Field (the "Restricted Portion") upon the terms and Regis agree conditions set forth in this Section 5.11(b) and promptly gives notice to Holdings of such option (but in no event later than the date the After-Acquired Business was acquired). The purchase price for the Restricted Portion shall be an amount equal to the aggregate purchase price, including any liabilities assumed by a Parent Entity, paid by a Parent Entity for the After-Acquired Business, multiplied by a fraction, the numerator of which shall be the net operating profit or other mutually acceptable measure of value of the Restricted Portion during the most recently completed fiscal year prior to the date such Parent Entity acquired the After-Acquired Business and the denominator of which shall be the net operating profit or other mutually acceptable measure of value of the After-Acquired Business during the same period. (i) The purchase of the Restricted Portion by Holdings will be subject to the execution by the Parent Entity and Holdings of a mutually satisfactory definitive agreement for such purchase and the obtaining of all necessary regulatory approvals from any Governmental Authority and material third party Consents (in each case at no out-of-pocket cost or expense to the Parent Entity) and the expiration or termination of any applicable waiting period under the HSR Act and any applicable Foreign Competition Laws. The Parent Entity's representations and warranties in the definitive purchase agreement for the Restricted Portion shall be limited to reasonable assurances that the covenants included applicable Parent Entity had caused the Restricted Portion to be operated in Section 7.19(a) are reasonable in their geographic and temporal coveragethe ordinary course of business during the period of such Parent Entity's ownership, and that neither Xxxxxxxthe Parent Entity shall use all commercially reasonable efforts to cause its rights under the purchase agreement by which it acquired the After-Xxxxxx nor Regis shall raise any issue of geographic or temporal reasonableness in any proceeding to enforce such covenant; provided, however, that if the provision of Section 7.19(a) should ever be deemed to exceed the time or geographic limitations or any other limitations permitted by Applicable Law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction Acquired Business to the minimum extent required relating to the Restricted Portion to be assigned or otherwise made available to Holdings. The definitive purchase agreement shall provide that such agreement may be terminated at the option of either a Parent Entity (or the applicable Non-Bison Subsidiary) or Holdings if such transaction is not consummated by Applicable Law to cure such problem. Notwithstanding any other provision of this Agreement, it is understood and agreed that monetary damages would be inadequate in the case of any breach six month anniversary of the covenants contained in Section 7.19(a)date the After-Acquired Business was acquired by a Parent Entity. (ii) If Holdings fails to give Parent notice of its intent to exercise this option on or before the one month anniversary of the date the After-Acquired Business was acquired or the sale of the Restricted Portion to Holdings is not consummated, and that Regis shall be entitled to seek equitable reliefother than because of a default by a Parent Entity, the Parent Entity may retain ownership of the After-Acquired Business, including the remedy of specific performance, with respect to any breach or attempted breach of such covenantsRestricted Portion.

Non-Competition. (a) Purchaser and the Sellers agree that the Purchase Price was fixed on the basis that the transfer of the Assets to Purchaser would provide Purchaser with the full benefit and goodwill of the Acquired Businesses as they existed on the Closing Date. The Sellers acknowledge that it is proper for Purchaser to have assurance that the value of the Assets will not be diminished by acts of the Sellers after the Closing Date. Accordingly, the Sellers covenant and agree that they will not: (i) Xxxxxxx-Xxxxxx agrees that for a period of 30 months following commencing on the Closing Date it shall not and shall cause its Subsidiaries not to acquireending on the fourth anniversary of the Closing Date, directly or indirectly engage in, or own, manage, operate, or control or otherwise engage participate in the ownership, management, operation or control of, or provide consulting services or financial resources to, or act as guarantor for, any Person which is engaged in, any business which engages in the retail sale of optical goods (Aincluding, without limitation, eye glasses, contact lenses and sunglasses) operating with operations within a three (3) mile radius of one of the stores operated or franchising retail stores within managed by any of the United StatesAcquired Businesses as constituted on the Closing Date (the "Restricted Business"); provided, Canada, Mexico, Puerto Ricohowever, the United KingdomSellers may continue to provide management services to the optometrists and ophthalmologists to whom they are providing services, Irelandand only at the locations being serviced, Germany and/or Japan (as of the “Restricted Territories”) that sell beauty care products Closing Date, a complete list of Xxxxxxx-Xxxxxx which has been provided to Purchaser; and provided further, the Sellers may provide consulting, administrative and other similar services to optometrists and ophthalmologists provided such services do not directly relate to, or any third Person or (B) distributing to salons and salon professionals within provide direction relative to, the Restricted Territories professional beauty care products retail sale of any unaffiliated third Person (collectively, “Restricted Activities”)optical goods. (ii) Section 7.19(a)(i) shall be deemed not breached commencing on the Closing Date and ending on the second anniversary of the Closing Date, without the prior written consent and approval of Purchaser, directly or indirectly hire or attempt to hire for employment or otherwise retain as a result consultant or otherwise, any person any of Purchaser's or its Affiliates respective employees, consultants, agents, or independent contractors who are providing services with respect to the Acquired Businesses or the Practice (Afor this purpose, the terms "employees," "consultants," "agents," and "independent contractors" shall include any persons having such status with regard to Purchaser, its Affiliate or the Practice, as the case may be, at any time during the six (6) months preceding any solicitation in question); or (iii) commencing on the ownership by Xxxxxxx-Xxxxxx Closing Date and ending on the fourth anniversary of the Closing Date, solicit, interfere with, or endeavor to entice away from Purchaser or any of its Subsidiaries of: (1) less than an aggregate of 5% Affiliates or the Practice, for itself or on behalf of any class Person, any customer or supplier of capital the Acquired Businesses or the Practice. (b) The foregoing provisions shall not apply to investments in shares of stock of a Person engaged, directly or indirectly, in Restricted Activities; provided, however, that such capital stock is listed or quoted corporation traded on a national securities exchange or on the Nasdaq National Market or (2) national over-the-counter market which shall constitute less than 15% one percent (1%) of the outstanding shares of such stock of such corporation. Further, the foregoing restrictions set forth in value SECTION 5.04(A) shall not prohibit the sale, whether through merger, consolidation, reorganization or similar transaction, of any instrument all or substantially all of indebtedness the stock or assets of the Company or a material business unit of the Company to a Person engagedengaged in the Restricted Business, directly or indirectlyprovided that (i) following such transaction, in Restricted Activities, (B) Xxxxxxx-Xxxxxx or any of its Subsidiaries acquiring control of any Person or business that for the fiscal year immediately preceding such acquisition derived less than 10% of its revenues from Restricted Activities, (C) Xxxxxxx-Xxxxxx or any of its Subsidiaries acquiring control of any Person or business that for the fiscal year immediately preceding such acquisition derived more than 10% of its revenues but less than 35% of its revenues from Restricted Activities so long as it shall use its reasonable best efforts to divest such operations as promptly as practicable and in any event within 12 months after the consummation of such acquisition of control, (D) Xxxxxxx-Xxxxxx or any of its Subsidiaries owning an interest acquired as a creditor in bankruptcy or otherwise than by a voluntary investment decision in a Person or business that for the fiscal year immediately preceding the acquisition of such interest by Xxxxxxx-Xxxxxx or any of its Subsidiaries derived 10% or more of its revenues from Restricted Activities, so long as Xxxxxxx-Xxxxxx or its applicable Subsidiary shall use its reasonable best efforts to divest such interest as promptly as practicable and in any event within 12 months after the acquisition of such interest; provided, however, that Xxxxxxx-Xxxxxx Company and its Subsidiaries shall not be required to divest any such interest acquired pursuant to this clause subsidiaries (D) if its fair market value at the time of such acquisition is less than $1,000,000, (E) Xxxxxxx-Xxxxxx and its Subsidiaries operating up to ten retail stores that sell beauty care products, (F) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing their branded professional beauty care products directly or through distributors to salons and salon professionals, (G) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing professional beauty care products of any third Person directly to salons and salon professionals within the Restricted Territories if any member of the Xxxxxxx-Xxxxxx Group as of the date hereof sells and distributes such products and which sales will in no event exceed 2% of the consolidated net sales of Xxxxxxx-Xxxxxx in any fiscal year or (H) Xxxxxxx-Xxxxxx and its Subsidiaries operating their company stores in any office, plant or warehouse owned or leased by Xxxxxxx-Xxxxxx or any of its Subsidiaries (each of which shall not be deemed to be a retail store for purposes of Section 7.19(a)(ii)(E)). For the avoidance of doubt, Xxxxxxx-Xxxxxx and its Subsidiaries may actively operate, manage and control any Person or business any of them acquire in accordance with clause (B) and/or clause (C). (iii) Xxxxxxx-Xxxxxx and Regis agree that the covenants included in Section 7.19(a) are reasonable in their geographic and temporal coverage, and that neither Xxxxxxx-Xxxxxx nor Regis shall raise any issue of geographic or temporal reasonableness in any proceeding to enforce such covenant; provided, however, that if the provision of Section 7.19(a) should ever be deemed to exceed the time or geographic limitations or any other limitations permitted by Applicable Law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the minimum extent required by Applicable Law to cure such problem. Notwithstanding any other provision of this Agreement, it is understood and agreed that monetary damages would be inadequate in the case of any breach of the covenants contained in Section 7.19(a), and that Regis shall be entitled to seek equitable relief, including the remedy of specific performance, with respect to any breach or attempted breach of such covenants.or

Non-Competition. (i) Xxxxxxx-Xxxxxx agrees that for a During the period of 30 months following his employment with the Closing Date it shall not and shall cause its Subsidiaries not to acquire, manage, operate, control or otherwise engage in any business of Company (A) operating or franchising retail stores within the United States, Canada, Mexico, Puerto Rico, the United Kingdom, Ireland, Germany and/or Japan (the “Restricted Territories”) that sell beauty care products of Xxxxxxx-Xxxxxx or any third Person Affiliate of the Company) and for the twenty-four (24)-month period immediately following termination of such employment for any reason (whether or (B) distributing to salons and salon professionals within not such termination occurs during the Restricted Territories professional beauty care products term of any unaffiliated third Person (collectivelyhis Employment Agreement), “Restricted Activities”). (ii) Section 7.19(a)(i) such Principal Seller shall be deemed not breached as a result of (A) the ownership by Xxxxxxx-Xxxxxx or any of its Subsidiaries of: (1) less than an aggregate of 5% of any class of capital stock of a Person engagednot, directly or indirectly, in Restricted Activities; providedeither as a principal, howeveragent, that such capital stock is listed or quoted on a national securities exchange or the Nasdaq National Market or (2) less than 15% in value of any instrument of indebtedness employee, employer, consultant, partner, member, shareholder of a Person engagedclosely held corporation or shareholder in excess of five percent (5%) of a publicly traded corporation, corporate officer or director, or in any other individual or representative capacity, engage or otherwise participate in any manner or fashion in any business that is a Competing Business, either in the United States or in any other place in the world where the Company or any of its controlled Affiliates, successors or assigns engages in the Business, or as of the date of such termination of such employment, proposes to engage in the Developing Business. Notwithstanding the foregoing, the restrictions in this Section 6.3 shall not operate to prohibit a Principal Seller from: (a) making or maintaining a Permitted Investment; (b) providing, directly or indirectly, services to a Seller Investment Entity, Estate Planning Entity, Family Office or Family Member; (c) providing, directly or indirectly, services (for no more than nominal consideration) to philanthropic organizations; (d) fulfilling any obligation pursuant to this Agreement, the LLC Agreement or such Principal Seller’s Employment Agreement; (e) being a member of the board of directors or other similar governing body of any Person in Restricted Activities, which an investment is made by any (A) Foundation Fund (or otherwise being involved thereto in connection with such Principal Seller’s services to the Company) or (B) Xxxxxxx-Xxxxxx any Seller Investment Entity, Estate Planning Entity, Family Office or any of its Subsidiaries acquiring control of any Person or business that for the fiscal year immediately preceding such acquisition derived less than 10% of its revenues from Restricted Activities, (C) Xxxxxxx-Xxxxxx or any of its Subsidiaries acquiring control of any Person or business that for the fiscal year immediately preceding such acquisition derived more than 10% of its revenues but less than 35% of its revenues from Restricted Activities so long as it shall use its reasonable best efforts to divest such operations as promptly as practicable and in any event within 12 months after the consummation of such acquisition of control, (D) Xxxxxxx-Xxxxxx or any of its Subsidiaries owning an interest acquired as a creditor in bankruptcy or otherwise than philanthropic organization contemplated by a voluntary investment decision in a Person or business that for the fiscal year immediately preceding the acquisition of such interest by Xxxxxxx-Xxxxxx or any of its Subsidiaries derived 10% or more of its revenues from Restricted Activities, so long as Xxxxxxx-Xxxxxx or its applicable Subsidiary shall use its reasonable best efforts to divest such interest as promptly as practicable and in any event within 12 months after the acquisition of such interestthis Section 6.3; provided, however, that Xxxxxxx-Xxxxxx and its Subsidiaries shall not be required to divest any such interest acquired pursuant to this clause (DB) if its fair market value at the time of such acquisition is less than $1,000,000, (E) Xxxxxxx-Xxxxxx and its Subsidiaries operating up shall not operate to ten retail stores that sell beauty care products, (F) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing their branded professional beauty care products directly or through distributors permit any Principal Seller to salons and salon professionals, (G) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing professional beauty care products of any third Person directly to salons and salon professionals within the Restricted Territories if any act as a member of the Xxxxxxx-Xxxxxx Group as board of directors or other similar governing body of any Competing Business; (f) with respect to the Principal Seller specified on Disclosure Schedule A hereto, performing the responsibilities or activities set forth thereon; (g) following any termination of such Principal Seller’s employment with the Company (or any Affiliate of the date hereof sells Company) acting as the investment manager pursuant to and distributes such products in accordance with Section 6.7 and which sales will the terms of FEP’s Fund Documents; or (h) pursuing any Business Opportunity in no event exceed 2% of the consolidated net sales of Xxxxxxx-Xxxxxx in any fiscal year or (H) Xxxxxxx-Xxxxxx and its Subsidiaries operating their company stores in any officeaccordance with Section 6.8. provided, plant or warehouse owned or leased by Xxxxxxx-Xxxxxx or any of its Subsidiaries (each of which shall not be deemed to be a retail store that, for purposes of Section 7.19(a)(ii)(E)). For the avoidance of doubt, Xxxxxxx-Xxxxxx and its Subsidiaries may actively operate, manage and control if a Principal Seller engages in any Person or business any of them acquire in accordance with clause (B) and/or clause (C). (iii) Xxxxxxx-Xxxxxx and Regis agree that the covenants included activity set forth in Section 7.19(a6.3(a) are reasonable through Section 6.3(h), such Principal Seller, in their geographic and temporal coveragethe conduct of such activity, and that neither Xxxxxxx-Xxxxxx nor Regis shall raise any issue of geographic or temporal reasonableness in any proceeding continue to enforce such covenant; provided, however, that if the provision of Section 7.19(a) should ever be deemed to exceed the time or geographic limitations or any other limitations permitted by Applicable Law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction subject to the minimum extent required by Applicable Law to cure such problem. Notwithstanding any other provision of this Agreement, it is understood and agreed that monetary damages would be inadequate in the case of any breach of the covenants contained restrictions set forth in Section 7.19(a)6.4 and Section 6.5, and that Regis shall be entitled to seek equitable relief, including the remedy of specific performance, with respect to any breach or attempted breach of such covenantsas applicable.

Non-Competition. (i) Xxxxxxx-Xxxxxx agrees that for For a period of 30 months following four years from and after the Closing Date it Closing, Seller Parent and Seller shall not not, and shall cause its their respective Subsidiaries not to acquireto, manage, operate, control or otherwise engage in any business without the prior written consent of (A) operating or franchising retail stores within the United States, Canada, Mexico, Puerto Rico, the United Kingdom, Ireland, Germany and/or Japan (the “Restricted Territories”) that sell beauty care products of Xxxxxxx-Xxxxxx or any third Person or (B) distributing to salons and salon professionals within the Restricted Territories professional beauty care products of any unaffiliated third Person (collectively, “Restricted Activities”). (ii) Section 7.19(a)(i) shall be deemed not breached as a result of (A) the ownership by Xxxxxxx-Xxxxxx or any of its Subsidiaries of: (1) less than an aggregate of 5% of any class of capital stock of a Person engagedPurchaser, directly or indirectly, in Restricted Activitiesany manner (whether on Seller Parent’s or Seller’s own account, as an owner, operator, manager, consultant, investor, agent or otherwise) engage directly or indirectly in the Business anywhere in the Applicable Area, or own any interest in, manage, control, provide financing to, participate in (whether as an owner, operator, manager, consultant, investor, agent, representative or otherwise), or provide consulting or other services (in each case with respect to the Business) to, any Person that is engaged in the Business anywhere in the Applicable Area; provided, however, that such capital stock is listed or quoted on a national securities exchange or this Section 5.6 shall not prohibit: (a) ownership of less than 5% of the Nasdaq National Market outstanding equity of any Entity; or (2b) less than 15% in value of any instrument of indebtedness of a Person engagedSeller Parent, directly or indirectly, in Restricted Activities, (B) Xxxxxxx-Xxxxxx Seller or any of its their respective Subsidiaries from acquiring control of any Person a business or business Entity that for is engaged in the fiscal year immediately preceding such acquisition derived less than 10% of its revenues from Restricted Activities, Business (Cthe “Acquired Entity”) Xxxxxxx-Xxxxxx or any of its Subsidiaries acquiring control of any Person or business that for provided that: (i) the fiscal year immediately preceding such acquisition derived Business conducted by the Acquired Entity does not represent more than 10% of the Acquired Entity’s overall business and operations; or (ii) such Seller Parent, Seller or Subsidiary causes the disposal of the Business of such Acquired Entity within six months from the closing of the acquisition of such Acquired Entity (it being understood that, for the avoidance of doubt but without limiting the obligations of Seller or Seller Parent under this Section 5.6, this Section 5.6 shall not apply to any Entity that acquires an interest in, including all of, Seller Parent, Seller or any of their respective Subsidiaries, or any Affiliates of such acquirer). Notwithstanding the foregoing, Seller Parent, Seller and its revenues but less Affiliates (other than 35% the Acquired Companies) shall be entitled to continue to operate and otherwise be involved in the Business through StayFriends GmbH (and the other European Subsidiaries of its revenues from Restricted Activities so Classmates International, Inc.) as long as it such Business does not target the Applicable Area (or customers located in the Applicable Area) and such Business’ contact with the Applicable Area is merely an incident of the websites of such Business being accessible in the Applicable Area, and such activities shall use its reasonable best efforts to divest such operations as promptly as practicable not be considered a violation of this Section 5.6. The immediately preceding sentence shall apply to: (A) any entity that acquires StayFriends GmbH (and/or the other European Subsidiaries of Classmates International, Inc.) or all or substantially all of their assets; and in (B) StayFriends GmbH and/or any event within 12 months of the European Subsidiaries of Classmates International, Inc., after the consummation of such acquisition of control, (D) Xxxxxxx-Xxxxxx or any of its Subsidiaries owning an interest acquired as a creditor in bankruptcy or otherwise than by a voluntary investment decision in a Person or business that for the fiscal year immediately preceding the acquisition of such interest by Xxxxxxx-Xxxxxx or any of its Subsidiaries derived 10% or more of its revenues from Restricted Activities, so long as Xxxxxxx-Xxxxxx or its applicable Subsidiary shall use its reasonable best efforts to divest such interest as promptly as practicable and in any event within 12 months after the acquisition of such interest; provided, however, that Xxxxxxx-Xxxxxx and its Subsidiaries shall not be required to divest any such interest acquired pursuant to this clause (D) if its fair market value at the time of such acquisition is less than $1,000,000, (E) Xxxxxxx-Xxxxxx and its Subsidiaries operating up to ten retail stores that sell beauty care products, (F) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing their branded professional beauty care products directly or through distributors to salons and salon professionals, (G) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing professional beauty care products of any third Person directly to salons and salon professionals within the Restricted Territories if any member of the Xxxxxxx-Xxxxxx Group as of the date hereof sells and distributes such products and which sales will in no event exceed 2% of the consolidated net sales of Xxxxxxx-Xxxxxx in any fiscal year or (H) Xxxxxxx-Xxxxxx and its Subsidiaries operating their company stores in any office, plant or warehouse owned or leased by Xxxxxxx-Xxxxxx or any of its Subsidiaries (each of which shall not be deemed to be a retail store for purposes of Section 7.19(a)(ii)(E)). For the avoidance of doubt, Xxxxxxx-Xxxxxx and its Subsidiaries may actively operate, manage and control any Person or business any of them acquire in accordance with clause (B) and/or clause (C)acquisition. (iii) Xxxxxxx-Xxxxxx and Regis agree that the covenants included in Section 7.19(a) are reasonable in their geographic and temporal coverage, and that neither Xxxxxxx-Xxxxxx nor Regis shall raise any issue of geographic or temporal reasonableness in any proceeding to enforce such covenant; provided, however, that if the provision of Section 7.19(a) should ever be deemed to exceed the time or geographic limitations or any other limitations permitted by Applicable Law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the minimum extent required by Applicable Law to cure such problem. Notwithstanding any other provision of this Agreement, it is understood and agreed that monetary damages would be inadequate in the case of any breach of the covenants contained in Section 7.19(a), and that Regis shall be entitled to seek equitable relief, including the remedy of specific performance, with respect to any breach or attempted breach of such covenants.

Non-Competition. The Seller and the Equity Holders are familiar with the trade secrets related to the Business and with other Confidential Information concerning the Business, including all (ia) Xxxxxxx-Xxxxxx inventions, technology and research and development related to the Business, (b) customers and clients and customer and client lists related to the Business, (c) products (including products under development) and services related to the Business and related costs and pricing structures, (d) accounting and business methods and practices related to the Business and (e) similar and related Confidential Information and trade secrets related to the Business. The Seller and the Equity Holders acknowledges and agrees that the Business would be irreparably damaged if such Party were to directly or indirectly provide services to any Person competing with the Business or engaging in a similar business and that such direct or indirect competition by any such Party would result in a significant loss of goodwill by the Business. In further consideration for the Buyer’s payment of the Purchase Price under this Agreement (in respect of which payment the Equity Holders and the Seller expressly acknowledges that he or it derives a substantial and direct benefit), and in order to protect the value of the Business acquired by the Buyer hereunder (including the goodwill inherent in the Business as of the date hereof), the Seller and the Equity Holders hereby agrees that during the period of 30 months following commencing on the Closing Date it shall not and shall cause its Subsidiaries not to acquire, manage, operate, control or otherwise engage in any business ending on the third (3rd) anniversary of (A) operating or franchising retail stores within the United States, Canada, Mexico, Puerto Rico, the United Kingdom, Ireland, Germany and/or Japan Closing Date (the “Restricted TerritoriesNon-Competition Period”) that sell beauty care products of Xxxxxxx-Xxxxxx ), such Party shall not acquire or hold any third Person economic or (B) distributing to salons and salon professionals within the Restricted Territories professional beauty care products of financial interest in, act as a partner, member, stockholder, or representative of, render any unaffiliated third services to, or otherwise operate or hold an interest in any Person (collectivelyother than the Seller, “Restricted Activities”). (iiRestaurant Coverage Associates, Inc., Risk Control Associates, Inc. and RCA of New England, Inc.) Section 7.19(a)(i) shall be deemed not breached as a result of (A) having any location in any county in which the ownership by Xxxxxxx-Xxxxxx Business or any of its Subsidiaries of: (1) less than an aggregate of 5% of any class of capital stock of a the Buyer conducts operations, which entity, enterprise or other Person engagedprimarily engages in, directly or indirectly, any business that competes with the Business or operates in Restricted Activitiesthe industry; provided, however, that nothing contained herein shall be construed to prohibit any such capital stock is Party from purchasing up to an aggregate of two percent (2%) of any class of the outstanding voting securities of any other Person whose securities are listed or quoted on a national securities exchange or (but only if such investment is held on a purely passive basis). Notwithstanding the Nasdaq National Market or (2) less than 15% in value of any instrument of indebtedness of a Person engagedforgoing, directly or indirectly, in Restricted Activities, (B) Xxxxxxx-Xxxxxx or any of its Subsidiaries acquiring control of any Person or business that for the fiscal year immediately preceding such acquisition derived less than 10% of its revenues from Restricted Activities, (C) Xxxxxxx-Xxxxxx or any of its Subsidiaries acquiring control of any Person or business that for the fiscal year immediately preceding such acquisition derived more than 10% of its revenues but less than 35% of its revenues from Restricted Activities so long as it no Equity Holder shall use its reasonable best efforts to divest such operations as promptly as practicable and in any event within 12 months after the consummation of such acquisition of control, (D) Xxxxxxx-Xxxxxx or any of its Subsidiaries owning an interest acquired as a creditor in bankruptcy or otherwise than by a voluntary investment decision in a Person or business that for the fiscal year immediately preceding the acquisition of such interest by Xxxxxxx-Xxxxxx or any of its Subsidiaries derived 10% or more of its revenues from Restricted Activities, so long as Xxxxxxx-Xxxxxx or its applicable Subsidiary shall use its reasonable best efforts to divest such interest as promptly as practicable and in any event within 12 months after the acquisition of such interest; provided, however, that Xxxxxxx-Xxxxxx and its Subsidiaries shall not be required to divest any such their equity interest acquired pursuant to this clause (D) if its fair market value at the time of such acquisition is less than $1,000,000, (E) Xxxxxxx-Xxxxxx and its Subsidiaries operating up to ten retail stores that sell beauty care products, (F) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing their branded professional beauty care products directly or through distributors to salons and salon professionals, (G) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing professional beauty care products of any third Person directly to salons and salon professionals within the Restricted Territories if any member of the Xxxxxxx-Xxxxxx Group as of the date hereof sells and distributes such products and which sales will in no event exceed 2% of the consolidated net sales of Xxxxxxx-Xxxxxx in any fiscal year or (H) Xxxxxxx-Xxxxxx and its Subsidiaries operating their company stores in any officecurrently owned investment including but not limited to First Jersey Casualty Insurance Company, plant or warehouse owned or leased by Xxxxxxx-Xxxxxx or any of its Subsidiaries (each of which shall not be deemed to be a retail store for purposes of Section 7.19(a)(ii)(E)). For the avoidance of doubtBorges, Xxxxxxx-Xxxxxx and its Subsidiaries may actively operateHanlon, manage and control any Person or business any of them acquire in accordance with clause (B) Hxxxx & Gxxxxx and/or clause (C)other RCA related Affiliates. (iii) Xxxxxxx-Xxxxxx and Regis agree that the covenants included in Section 7.19(a) are reasonable in their geographic and temporal coverage, and that neither Xxxxxxx-Xxxxxx nor Regis shall raise any issue of geographic or temporal reasonableness in any proceeding to enforce such covenant; provided, however, that if the provision of Section 7.19(a) should ever be deemed to exceed the time or geographic limitations or any other limitations permitted by Applicable Law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the minimum extent required by Applicable Law to cure such problem. Notwithstanding any other provision of this Agreement, it is understood and agreed that monetary damages would be inadequate in the case of any breach of the covenants contained in Section 7.19(a), and that Regis shall be entitled to seek equitable relief, including the remedy of specific performance, with respect to any breach or attempted breach of such covenants.

Non-Competition. (ia) Xxxxxxx-Xxxxxx agrees that for a period From and after the Closing, until the fifteenth anniversary of 30 months following the Closing Date it shall not Date, Seller Parent will not, and shall Seller Parent will cause its Subsidiaries affiliates not to acquire, manage, operate, control or otherwise engage in any business of (A) operating or franchising retail stores within the United States, Canada, Mexico, Puerto Rico, the United Kingdom, Ireland, Germany and/or Japan (the “Restricted Territories”) that sell beauty care products of Xxxxxxx-Xxxxxx or any third Person or (B) distributing to salons and salon professionals within the Restricted Territories professional beauty care products of any unaffiliated third Person (collectively, “Restricted Activities”). (ii) Section 7.19(a)(i) shall be deemed not breached as a result of (A) the ownership by Xxxxxxx-Xxxxxx or any of its Subsidiaries of: (1) less than an aggregate of 5% of any class of capital stock of a Person engagedto, directly or indirectly, anywhere in Restricted Activities; providedthe United States (i) engage in, howeverown any interest in, invest in, lend funds to, or provide any management, consulting, financial, administrative or other services to any Competitive Business (as defined below), (ii) solicit, sell or attempt to sell goods and services offered by the Business to any facility which is a customer of the Business (or any successor), or (iii) disclose any confidential or non-public information regarding the Business to any third party, except as may be required by law. For purposes hereof, a "Competitive Business" means any business that provides the following goods or services to nursing homes, assisted living facilities and other long-term care constituencies: (a) pharmaceutical products, (b) pharmacy-related services of a nature currently provided (or being developed with the intention of providing) by Parent, its affiliates or the Business, (c) infusion therapy products and services, (d) respiratory equipment and supplies, and (e) parenteral and enteral nutrition products, wound care products, ostomy and urological supplies, together with all home health care services provided by UPC at its Springfield, Ohio location whether to LTC Customers or others. For a period of one year following the Closing Date, Seller Parent will not, and will cause its affiliates to not solicit, employ or contract with any person who is an employee of the Business (or any successor) and who is hired by Parent or the Purchaser in connection with the transactions contemplated thereby. This covenant not to hire shall not preclude Seller Parent or any of its affiliates from employing any person responding to a general solicitation for employment, provided neither Seller Parent nor any of its affiliates specifically directed the solicitation to such capital stock person. Moreover, the noncompetition covenant contained in this Section 4.13(a) shall not be interpreted to prohibit Seller Parent or any affiliate from owning or acquiring securities of any corporation or other business enterprise that may be engaged in activities described in said noncompetition covenants, provided that: (i) no affiliate of Seller Parent is an officer, director or employee of, or consultant to, such corporation or business enterprise, (ii) such securities are held by Seller Parent or any affiliate for investment purposes only and represent in the aggregate less than five percent of the total equity interests of such corporation or business enterprise and (iii) such securities are listed or quoted on a national securities exchange or are regularly quoted in the Nasdaq over the counter market by one or more members of the National Market Association of Securities Dealers, Inc. Additionally, this covenant shall not preclude Sellers from continuing to operate the businesses identified in Section 4.13 of the Disclosure Schedule. The Sellers shall use all reasonable efforts to cause such employees as Parent may designate to sign employment and non-competition agreements on such terms as Parent may reasonably designate. (b) Notwithstanding the foregoing, Seller Parent may acquire a healthcare business which includes business operations in which Seller Parent could not engage consistent with its covenant under Section 4.13(a) above (a "Competitive Operation") or (2) less an investment therein, provided that Parent shall have the right to acquire the Competitive Operation portion of such business at its fair market value. Seller Parent shall give Parent notice of such acquisition as promptly as practicable, but in no event later than 15% in the execution of a definitive purchase agreement relating thereto. As promptly as practicable Seller Parent and Parent shall attempt to agree on the fair market value of any instrument such Competitive Operation and the terms of indebtedness the acquisition thereof, which shall be reasonable and customary under the circumstances. If they are not able to agree promptly, they shall engage a recognized, national investment banking firm (the "Investment Bank") to resolve such dispute. Parent and Seller Parent will each pay one-half of the fees and expenses of the Investment Bank and shall cooperate with each other and such firm in connection with the matters contemplated by this Section 4.13, including by furnishing such information and access to books, records, personnel and properties as may be reasonably requested. Parent shall have the right, within 30 days of the final determination of such price and terms, to execute a Person engageddefinitive agreement with Seller Parent to implement such acquisition. If Parent does not exercise such right, directly or indirectlySeller Parent may continue to operate such Competitive Operation for eighteen months, in Restricted Activities, (B) Xxxxxxx-Xxxxxx or any of its Subsidiaries acquiring control of any Person or business that for the fiscal year immediately preceding such acquisition derived less than 10% of its revenues from Restricted Activities, (C) Xxxxxxx-Xxxxxx or any of its Subsidiaries acquiring control of any Person or business that for the fiscal year immediately preceding such acquisition derived more than 10% of its revenues but less than 35% of its revenues from Restricted Activities so long as during which time it shall use its reasonable best efforts to divest such operations as promptly as practicable and in any event within 12 months after the consummation itself of such acquisition of controlCompetitive Operation. If, (D) Xxxxxxx-Xxxxxx or any of its Subsidiaries owning an interest acquired as a creditor in bankruptcy or otherwise than by a voluntary investment decision in a Person or business that for upon the fiscal year immediately preceding the acquisition expiration of such interest by Xxxxxxx18-Xxxxxx or any of its Subsidiaries derived 10% or more of its revenues from Restricted Activitiesmonth period, so long as Xxxxxxx-Xxxxxx or its applicable Subsidiary shall use its reasonable best efforts to divest Seller Parent has not sold such interest as promptly as practicable and in any event within 12 months after the acquisition of such interest; providedCompetitive Operation, however, that Xxxxxxx-Xxxxxx and its Subsidiaries shall not be required to divest any such interest acquired pursuant to this clause (D) if its fair market value at the time of such acquisition is less than $1,000,000, (E) Xxxxxxx-Xxxxxx and its Subsidiaries operating up to ten retail stores that sell beauty care products, (F) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing their branded professional beauty care products directly or through distributors to salons and salon professionals, (G) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing professional beauty care products of any third Person directly to salons and salon professionals within the Restricted Territories if any member of the Xxxxxxx-Xxxxxx Group as of the date hereof sells and distributes such products and which sales will in no event exceed 2% of the consolidated net sales of Xxxxxxx-Xxxxxx in any fiscal year or (H) Xxxxxxx-Xxxxxx and its Subsidiaries operating their company stores in any office, plant or warehouse owned or leased by Xxxxxxx-Xxxxxx or any of its Subsidiaries (each of which shall not be deemed to be a retail store for purposes of Section 7.19(a)(ii)(E)). For the avoidance of doubt, Xxxxxxx-Xxxxxx and its Subsidiaries may actively operate, manage and control any Person or business any of them acquire in accordance with clause (B) and/or clause (C). (iii) Xxxxxxx-Xxxxxx and Regis agree that the covenants included in Section 7.19(a) are reasonable in their geographic and temporal coverage, and that neither Xxxxxxx-Xxxxxx nor Regis shall raise any issue of geographic or temporal reasonableness in any proceeding to enforce such covenant; provided, however, that if the provision of Section 7.19(a) should ever be deemed to exceed the time or geographic limitations or any other limitations permitted by Applicable Law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the minimum extent required by Applicable Law to cure such problem. Notwithstanding any other provision of this Agreement, it is understood and agreed that monetary damages would be inadequate in the case of any breach of the noncompetition covenants contained in Section 7.19(a)herein, and that Regis Seller Parent shall be entitled to seek equitable relief, including the remedy cease its operation of specific performance, with respect to any breach or attempted breach of such covenantssaid Competitive Operation.

Non-Competition. (a) For a period of 36 months from the Closing Date, except as permitted by this Section 5.10, neither GE nor any of its Subsidiaries shall engage in the Business in a manner that competes directly with the business of the Company or any of the Insurance Subsidiaries as conducted (including, without limitation, the locations in which such business are conducted) on the Closing Date (the “Covered Business”). This Section 5.10 shall (i) Xxxxxxxcease to be applicable to any Person at such time as it is no longer a Subsidiary of GE and (ii) be inapplicable to any Subsidiary in which a Person who is not a controlled Affiliate of GE holds over 25% of the outstanding voting securities or similar equity interests and with respect to whom GE or another Subsidiary, as applicable, has existing contractual or legal obligations limiting GE’s discretion to impose on the subject Subsidiary a non-Xxxxxx agrees competition obligation such as that for a period in this Section 5.10. (b) Notwithstanding the provisions of 30 months Section 5.10(a) and without agreeing (implicitly or otherwise) that the following activities would be subject to the Closing Date it provisions of Section 5.10(a), nothing in this Agreement shall not and shall cause preclude, prohibit or restrict GE or any of its Subsidiaries not to acquire, manage, operate, control or otherwise engage from engaging in any manner in (i) any Financial Services Business, (ii) any Existing Business Activities, including but not limited to the activities set forth on Section 5.10(b) of the Disclosure Schedule, (iii) any De Minimus Business, (iv) any business activity that would otherwise violate this Section 5.10 if such business is acquired from any Person (an “Acquired Business”) or is carried on by any Person that is acquired by or combined with GE or any of its Subsidiaries after the date of this Agreement (an “Acquired Company”); provided that, with respect to clause (iv) above, within one year after the purchase or other acquisition of the Acquired Business or the Acquired Company, GE or such Subsidiary disposes of (or enters into a binding agreement to dispose of) the Acquired Business or the relevant portion of the Acquired Company’s business or Capital Stock or at the expiration of the one-year period, the Acquired Business or the business of the Acquired Company complies with this Section 5.10, or (Av) operating the ownership by GE or franchising retail stores any of its Subsidiaries of any Capital Stock in any Person that directly or indirectly through one or more of its Subsidiaries and Affiliates engages in a business activity that would otherwise violate this Section 5.10 if (x) such Capital Stock is acquired in a transaction (including, without limitation, a transaction involving the disposition of one or more businesses owned by GE or any of its Subsidiaries) occurring after the date of this Agreement and (y) any one or more of the following clauses apply: (1) such Capital Stock owned by GE or any of its Subsidiaries represents less than 50% of the outstanding voting securities of such Person; (2) GE or any of its Subsidiaries do not have the right to designate a majority of the Board of Directors (or other governing body) of such Person; (3) GE or any of its Subsidiaries do not exercise management control over such Person; (4) such Person and its Subsidiaries do not carry on the business activity that would otherwise violate this Section 5.10 by use of a GE name and GE xxxx; (5) GE or its Subsidiary at the time of the transaction publicly announces an intent to divest itself of a sufficient number of shares of Capital Stock within 36 months of its acquisition such that, following such divestitures in such time frame, GE and its Subsidiaries would own less than 50% of the United States, Canada, Mexico, Puerto Ricooutstanding voting securities of such Person; or (6) at the time of such acquisition, the United Kingdom, Ireland, Germany and/or Japan revenues derived from the Covered Business by such Person on a consolidated basis constitute less than 25% of the consolidated gross revenues of such Person in the most recently completed fiscal year (the any Person covered by this Clause (v) being referred to as a “Restricted Territories”) that sell beauty care products of Xxxxxxx-Xxxxxx or any third Person or (B) distributing to salons and salon professionals within the Restricted Territories professional beauty care products of any unaffiliated third Person (collectively, “Restricted ActivitiesRelated Person”). (c) Notwithstanding the foregoing provisions of this Section 5.10, for a period of 36 months from the Closing Date, none of GE, GE’s Subsidiaries, any Acquired Person and any Related Person shall (i) engage in the Business in the United States of America using a GE Name or a GE Xxxx, (ii) Section 7.19(a)(i) shall be deemed not breached as a result of legal entity bearing a name including both (A) a GE Name or a GE Xxxx and (B) the ownership by Xxxxxxx-Xxxxxx words “Auto Insurance” or any “Homeowners Insurance” or (iii) market, sell or distribute private passenger automobile, homeowners (including renters, unit owners and special market value) or excess personal umbrella liability insurance policies within the United States of its Subsidiaries of: America (1A) less than an aggregate of 5% using a name that includes the GE Name without the name of any class of capital stock of a Person engaged, directly or indirectly, in Restricted Activities; provided, however, that such capital stock is listed or quoted on a national securities exchange or the Nasdaq National Market or (2) less than 15% in value of any instrument of indebtedness of a Person engaged, directly or indirectly, in Restricted Activitiesother GE division, (B) Xxxxxxx-Xxxxxx using a name that includes the words “GE Auto” or “GE Home” or any of its Subsidiaries acquiring control of any Person closely related derivative thereof, or business that for the fiscal year immediately preceding such acquisition derived less than 10% of its revenues from Restricted Activities, (C) Xxxxxxxunless directly or indirectly (including by means of reinsurance) underwritten by a Person that is not a controlled Affiliate of GE (provided that the identity of such Person is prominently displayed). (d) Any instance of non-Xxxxxx or compliance with this Section 5.10 by any of its Subsidiaries acquiring control of any Person or business that for the fiscal year immediately preceding such acquisition derived more than 10% of its revenues but less than 35% of its revenues from Restricted Activities so long as it shall use its reasonable best efforts to divest such operations as promptly as practicable and in any event within 12 months after the consummation of such acquisition of control, (D) Xxxxxxx-Xxxxxx or any of its Subsidiaries owning an interest acquired as a creditor in bankruptcy or otherwise than by a voluntary investment decision in a Person or business that for the fiscal year immediately preceding the acquisition of such interest by Xxxxxxx-Xxxxxx or any of its Subsidiaries derived 10% or more of its revenues from Restricted Activities, so long as Xxxxxxx-Xxxxxx or its applicable Subsidiary shall use its reasonable best efforts to divest such interest as promptly as practicable and in any event within 12 months after the acquisition of such interest; provided, however, that Xxxxxxx-Xxxxxx GE and its Subsidiaries (and, with respect to Section 5.10(c) only, any Related Persons or Acquired Company) shall not be required to divest any such interest acquired pursuant to this clause (D) if its fair market value at the time of such acquisition is less than $1,000,000, (E) Xxxxxxx-Xxxxxx and its Subsidiaries operating up to ten retail stores that sell beauty care products, (F) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing their branded professional beauty care products directly or through distributors to salons and salon professionals, (G) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing professional beauty care products of any third Person directly to salons and salon professionals within the Restricted Territories if any member of the Xxxxxxx-Xxxxxx Group as of the date hereof sells and distributes such products and which sales will in no event exceed 2% of the consolidated net sales of Xxxxxxx-Xxxxxx in any fiscal year or (H) Xxxxxxx-Xxxxxx and its Subsidiaries operating their company stores in any office, plant or warehouse owned or leased by Xxxxxxx-Xxxxxx or any of its Subsidiaries (each of which shall not be deemed to be a retail store for purposes of Section 7.19(a)(ii)(E)). For the avoidance of doubt, Xxxxxxx-Xxxxxx and its Subsidiaries may actively operate, manage and control any Person or business any of them acquire in accordance with clause (B) and/or clause (C). (iii) Xxxxxxx-Xxxxxx and Regis agree that the covenants included in Section 7.19(a) are reasonable in their geographic and temporal coverage, and that neither Xxxxxxx-Xxxxxx nor Regis shall raise any issue of geographic or temporal reasonableness in any proceeding to enforce such covenant; provided, however, that if the provision of Section 7.19(a) should ever be deemed to exceed the time or geographic limitations or any other limitations permitted by Applicable Law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the minimum extent required by Applicable Law to cure such problem. Notwithstanding any other provision breach of this Agreement, it is understood and agreed that monetary damages would be inadequate in Section 5.10 by the case of any breach of the covenants contained in Section 7.19(a), and that Regis shall be entitled to seek equitable relief, including the remedy of specific performance, with respect to any breach or attempted breach of such covenantsSeller.

Non-Competition. (a) In consideration of the Purchase Price and the covenants set forth in this Agreement, Seller agrees that it will not (i) Xxxxxxx-Xxxxxx agrees that for a the period of 30 months following beginning on the Closing Date it shall not and shall cause ending five years thereafter directly or indirectly, for its Subsidiaries not own account or as an agent, trustee, consultant or member, partner, shareholder or other equity holder of any corporation, firm, company, partnership or other entity (other than as an owner of 5% or less of any class of publicly traded securities), or otherwise, anywhere in the world, design, manufacture, sell, distribute or market or attempt to acquiresell, manage, operate, control distribute or otherwise engage market digitally tuned oscillators or any product contained in any business the current product catalogue of (Athe Business as set forth at Exhibit 10.1(a) operating or franchising retail stores within expressly identified therein as capable of being manufactured by the United States, Canada, Mexico, Puerto Rico, the United Kingdom, Ireland, Germany and/or Japan Business (the “Restricted TerritoriesActivity”) that sell beauty care products ), or call on or solicit business from any current customer of Xxxxxxx-Xxxxxx the Business or any third Person customer who has purchased products or (B) distributing services from the Business within 12 months prior to salons and salon professionals within the date of this Agreement for any Restricted Territories professional beauty care products of any unaffiliated third Person (collectivelyActivity, “Restricted Activities”). (ii) Section 7.19(a)(i) shall be deemed not breached as a result of (A) the ownership by Xxxxxxx-Xxxxxx or any of its Subsidiaries of: (1) less than an aggregate of 5% of any class of capital stock of a Person engaged, directly or indirectly, in Restricted Activities; provided, however, that such capital stock is listed “Restricted Activity” shall not include (i) manufacturing products for Buyer, or quoted (ii) with respect to products sold on a national securities exchange stand alone basis by the Business, the manufacture or incorporation of products of such type by Seller (or its Affiliates) into systems or other products and the Nasdaq National Market use or sale thereof; and provided, further, that the restrictions set forth in this Section 10.1(a) shall not apply to any acquirer or successor in any merger, acquisition, reorganization or sale of all or substantially all of the assets of Seller (2including this Agreement) less than 15% that is engaged in value any Restricted Activities prior to the date of the consummation of such transaction so long as and to the extent that such acquirer or successor does not carry on such Restricted Activities following such transaction in the name of REMEC or under any trademark or trade name that includes, is derived from or is similar to REMEC, and (ii) for the period beginning on the Closing Date and ending two years thereafter, employ or solicit the employment of any instrument Transferred Employee. (b) In consideration of indebtedness of a Person engagedthe covenants set forth in this Agreement, Buyer agrees that it will not for the period beginning on the Closing Date and ending five years thereafter, anywhere in the world, manufacture, sell, market or distribute, or attempt to manufacture, sell, market or distribute, directly or indirectlythrough contract manufacturers, in Restricted Activitiesthe following products to the customers indicated: (i) Siemens UMTS Power Amplifier and Transceiver products (QBS 457, (B495 and 512) Xxxxxxx-Xxxxxx or any next generation of such products to Siemens or any of its Subsidiaries acquiring control affiliates; and (ii) Nokia GSM Power Amplifiers (QBS 398) or any next generation of any Person or business that for the fiscal year immediately preceding such acquisition derived less than 10% of its revenues from Restricted Activities, (C) Xxxxxxx-Xxxxxx products to Nokia Networks or any of its Subsidiaries acquiring control of any Person or business that for the fiscal year immediately preceding such acquisition derived more than 10% of its revenues but less than 35% of its revenues from Restricted Activities so long as it shall use its reasonable best efforts to divest such operations as promptly as practicable and in any event within 12 months after the consummation of such acquisition of control, (D) Xxxxxxx-Xxxxxx or any of its Subsidiaries owning an interest acquired as a creditor in bankruptcy or otherwise than by a voluntary investment decision in a Person or business that for the fiscal year immediately preceding the acquisition of such interest by Xxxxxxx-Xxxxxx or any of its Subsidiaries derived 10% or more of its revenues from Restricted Activities, so long as Xxxxxxx-Xxxxxx or its applicable Subsidiary shall use its reasonable best efforts to divest such interest as promptly as practicable and in any event within 12 months after the acquisition of such interest; provided, however, that Xxxxxxx-Xxxxxx and its Subsidiaries shall not be required to divest any such interest acquired pursuant to this clause (D) if its fair market value at the time of such acquisition is less than $1,000,000, (E) Xxxxxxx-Xxxxxx and its Subsidiaries operating up to ten retail stores that sell beauty care products, (F) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing their branded professional beauty care products directly or through distributors to salons and salon professionals, (G) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing professional beauty care products of any third Person directly to salons and salon professionals within the Restricted Territories if any member of the Xxxxxxx-Xxxxxx Group as of the date hereof sells and distributes such products and which sales will in no event exceed 2% of the consolidated net sales of Xxxxxxx-Xxxxxx in any fiscal year or (H) Xxxxxxx-Xxxxxx and its Subsidiaries operating their company stores in any office, plant or warehouse owned or leased by Xxxxxxx-Xxxxxx or any of its Subsidiaries (each of which shall not be deemed to be a retail store for purposes of Section 7.19(a)(ii)(E)). For the avoidance of doubt, Xxxxxxx-Xxxxxx and its Subsidiaries may actively operate, manage and control any Person or business any of them acquire in accordance with clause (B) and/or clause (C)affiliates. (iii) Xxxxxxx-Xxxxxx and Regis agree that the covenants included in Section 7.19(a) are reasonable in their geographic and temporal coverage, and that neither Xxxxxxx-Xxxxxx nor Regis shall raise any issue of geographic or temporal reasonableness in any proceeding to enforce such covenant; provided, however, that if the provision of Section 7.19(a) should ever be deemed to exceed the time or geographic limitations or any other limitations permitted by Applicable Law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the minimum extent required by Applicable Law to cure such problem. Notwithstanding any other provision of this Agreement, it is understood and agreed that monetary damages would be inadequate in the case of any breach of the covenants contained in Section 7.19(a), and that Regis shall be entitled to seek equitable relief, including the remedy of specific performance, with respect to any breach or attempted breach of such covenants.

Non-Competition. (ia) Xxxxxxx-Xxxxxx agrees From the Closing Date until the date that for a period of 30 months is three (3) years following the Closing Date it (or any other date agreed in writing by Seller and Buyer), Seller shall not not, and shall cause its Subsidiaries Affiliates (together with Seller, the “Restricted Entities”) not to acquireto, without the prior written consent of Buyer (which consent may be withheld, conditioned or delayed in Buyer’s sole discretion), directly or indirectly (i) engage in any Competing Business or (ii) own any equity interest, or operate, control, manage, operate, control advise or otherwise engage participate in any business of Person that engages directly or indirectly in the Competing Business. (Ab) operating or franchising retail stores within Notwithstanding anything herein to the United States, Canada, Mexico, Puerto Ricocontrary, the United Kingdom, Ireland, Germany and/or Japan prohibitions in Section 5.10(a) shall not prevent or restrict: (the “i) any Restricted Territories”) that sell beauty care products of Xxxxxxx-Xxxxxx Entity from performing any act or conducting any business expressly required by this Agreement or any third Person or (B) distributing to salons and salon professionals within the Restricted Territories professional beauty care products of any unaffiliated third Person (collectively, “Restricted Activities”).Ancillary Agreement; (ii) Section 7.19(a)(iany Restricted Entity from performing any act or conducting the Excluded Business as conducted as of the date hereof; (iii) shall be deemed not breached as any acquisition (whether through the acquisition of assets, securities or other ownership interests or a result of (Amerger, consolidation, share exchange, business combination, reorganization, recapitalization or other similar transaction) the ownership by Xxxxxxx-Xxxxxx Seller or any of its Subsidiaries of: (1) less than an aggregate Affiliates of 5% of all or any class of capital stock part of a business or Person engagedthat is engaged in the Competing Business where the revenues of the acquired Competing Business represent no more than ten percent (10%) of the aggregate consolidated revenues of such acquired business or Person, as applicable, for such business’s or Person’s most recently completed fiscal year; provided, that if the aggregate consolidated revenues for the portion of such acquired business that is engaged in a Competing Business are equal to or greater than R$50,000,000 for such business’s most recently completed fiscal year, Seller shall promptly divest the portion of such business or person that is engaged in a Competing Business promptly following such acquisition; (iv) the passive ownership by any Restricted Entity, directly or indirectly, in Restricted Activities; provided, however, that such capital stock is listed or quoted of less than five percent (5%) of any class of the securities of any Person traded on a national or international securities exchange exchange; or (v) any Restricted Entity from manufacturing, selling, or the Nasdaq National Market marketing products involving chemical solutions, products primarily used for water treatment purposes, or (2) less than 15% in value of any instrument of indebtedness of a Person engaged, directly or indirectly, in Restricted Activities, (B) Xxxxxxx-Xxxxxx or any of its Subsidiaries acquiring control of any Person or business that for the fiscal year immediately preceding such acquisition derived less than 10% of its revenues from Restricted Activities, (C) Xxxxxxx-Xxxxxx or any of its Subsidiaries acquiring control of any Person or business that for the fiscal year immediately preceding such acquisition derived more than 10% of its revenues but less than 35% of its revenues from Restricted Activities so long as it shall use its reasonable best efforts to divest such operations as promptly as practicable and products in any event within 12 months after form that consist of salt or sulfate of potash. (c) Buyer and Seller acknowledge that (i) the consummation covenants set forth in this Section 5.10 are an essential element of such acquisition of controlthis Agreement and that, but for these covenants, the Parties would not have entered into this Agreement, and (Dii) Xxxxxxx-Xxxxxx or any of its Subsidiaries owning this Section 5.10 constitutes an interest acquired as a creditor in bankruptcy or otherwise than by a voluntary investment decision in a Person or business that for the fiscal year immediately preceding the acquisition of such interest by Xxxxxxx-Xxxxxx or any of its Subsidiaries derived 10% or more of its revenues from Restricted Activities, so long as Xxxxxxx-Xxxxxx or its applicable Subsidiary shall use its reasonable best efforts to divest such interest as promptly as practicable independent covenant and in any event within 12 months after the acquisition of such interest; provided, however, that Xxxxxxx-Xxxxxx and its Subsidiaries shall not be required to divest any such interest acquired pursuant to this clause (D) if its fair market value at the time affected by performance or nonperformance of such acquisition is less than $1,000,000, (E) Xxxxxxx-Xxxxxx and its Subsidiaries operating up to ten retail stores that sell beauty care products, (F) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing their branded professional beauty care products directly or through distributors to salons and salon professionals, (G) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing professional beauty care products of any third Person directly to salons and salon professionals within the Restricted Territories if any member of the Xxxxxxx-Xxxxxx Group as of the date hereof sells and distributes such products and which sales will in no event exceed 2% of the consolidated net sales of Xxxxxxx-Xxxxxx in any fiscal year or (H) Xxxxxxx-Xxxxxx and its Subsidiaries operating their company stores in any office, plant or warehouse owned or leased by Xxxxxxx-Xxxxxx or any of its Subsidiaries (each of which shall not be deemed to be a retail store for purposes of Section 7.19(a)(ii)(E)). For the avoidance of doubt, Xxxxxxx-Xxxxxx and its Subsidiaries may actively operate, manage and control any Person or business any of them acquire in accordance with clause (B) and/or clause (C). (iii) Xxxxxxx-Xxxxxx and Regis agree that the covenants included in Section 7.19(a) are reasonable in their geographic and temporal coverage, and that neither Xxxxxxx-Xxxxxx nor Regis shall raise any issue of geographic or temporal reasonableness in any proceeding to enforce such covenant; provided, however, that if the provision of Section 7.19(a) should ever be deemed to exceed the time or geographic limitations or any other limitations permitted by Applicable Law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the minimum extent required by Applicable Law to cure such problem. Notwithstanding any other provision of this Agreement, it any Ancillary Agreement or any other document contemplated by this Agreement. (d) It is understood the intention of the Parties that if any restriction or covenant contained in this Section 5.10 is held to cover a geographic area or to be for a length of time which is not permitted by applicable Law, or in any way construed to be too broad or to any extent invalid, such restriction or covenant shall not be construed to be null, void and agreed that monetary damages of no effect, but to the extent such restriction or covenant would be inadequate in valid or enforceable under applicable Law, a court of competent jurisdiction shall construe and interpret or reform this Section 5.10 to provide for a covenant having the case of any breach of the covenants maximum enforceable geographic area, time period and other provisions (not greater than those contained in this Section 7.19(a), 5.10) that would be valid and that Regis shall be entitled to seek equitable relief, including the remedy of specific performance, with respect to any breach or attempted breach of enforceable under such covenantsapplicable Law.

Non-Competition. (ia) Xxxxxxx-Xxxxxx Each of the Seller and IEG agrees that for a period of 30 thirty-six (36) calendar months following beginning at the Closing Date it (the “Restricted Period”), none of the Seller, IEG or any of their Affiliates, whether or not a party to this Agreement or any Related Agreement, shall not and shall cause its Subsidiaries not to acquireoffer, manageparticipate through ownership or engage, either directly or indirectly, in the sale or marketing of wholesale electricity in the United States, or otherwise operate, control or otherwise engage in manage, either directly or indirectly, any business of (A) operating or franchising retail stores within substantially similar to the United States, Canada, Mexico, Puerto Rico, the United Kingdom, Ireland, Germany and/or Japan Business (the “Restricted Territories”) that sell beauty care products of Xxxxxxx-Xxxxxx or any third Person or (B) distributing to salons and salon professionals within the Restricted Territories professional beauty care products of any unaffiliated third Person (collectively, “Restricted ActivitiesBusiness”). (b) Notwithstanding the foregoing, this Section 7.9 shall not operate to prevent or restrict: (i) the regulated public utility Affiliates of each of the Seller and IEG that are identified on Schedule 7.9; (ii) Section 7.19(a)(ithe Seller, IEG or their Affiliates from managing, servicing, operating, using or otherwise transacting business with any of the Excluded Assets or Excluded Transactions; (iii) shall be deemed not breached any Person or Persons acquiring any of the Seller, IEG or their respective Affiliates by merger, consolidation, amalgamation, share purchase or purchase of substantially all of the assets of the Seller, IEG or any such Affiliates where such Person was not, prior to such acquisition, an Affiliate of the Seller or IEG, as a result of the case may be; (iv) the Seller, IEG and their Affiliates from purchasing or selling wholesale electricity, or related hedge positions, in connection with (A) the ownership generation facilities owned by Xxxxxxx-Xxxxxx the Seller, IEG or their Affiliates, and (B) the retained retail electricity business CONFIDENTIAL TREATMENT REQUESTED FOR PORTIONS OF THIS DOCUMENT. PORTIONS FOR WHICH CONFIDENTIAL TREATMENT IS REQUESTED ARE DENOTED BY [CONFIDENTIAL TREATMENT REQUESTED]. MATERIAL OMITTED HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. encompassed by the Excluded Assets; provided, that the primary purpose of the Seller, IEG or any of their Affiliates in conducting such activity is not to compete with the Restricted Business; (v) the direct or indirect acquisition by the Seller, IEG or any of their Affiliates (through acquisition, merger or other strategic transaction) of an interest in any Person that engages in the Restricted Business; provided, that the primary purpose of the Seller, IEG or any of their Affiliates in conducting such activity is not to complete with the Restricted Business; and (c) The Restricted Period shall be extended by the length of any period during which the Seller, IEG or its Subsidiaries of: Affiliates are in breach of the terms of this Section 7.9. (d) As a separate and independent covenant of each of the Seller and IEG, for a period of one (1) less than an aggregate year following the Effective Date, each of 5% the Seller and IEG shall, and shall cause their respective Affiliates not to, (i) employ or receive or accept the performance of services by any class of capital stock of a Person engagedPurchaser Key Employee, directly or indirectly, in Restricted Activities(ii) solicit for employment any Purchaser Key Employee; provided, however, that such capital stock is listed or quoted on a national securities exchange or the Nasdaq National Market clause (i) or (2ii) less than 15% shall not limit the Seller’s, IEG’s or their respective Affiliates’ ability to engage in value general solicitations of any instrument employment not targeted at Purchaser Key Employees or employing an individual who contacts Seller, IEG or their respective Affiliates on his or her own initiative. (e) Each of indebtedness the Seller and IEG acknowledges and agrees that its obligations set forth in this Section 7.9 are an essential element of a Person engagedthis Agreement and that, directly or indirectly, in Restricted Activities, (B) Xxxxxxx-Xxxxxx or any of its Subsidiaries acquiring control of any Person or business that but for the fiscal year immediately preceding such acquisition derived less than 10% agreement of its revenues from Restricted Activitiesthe Seller and IEG in this Section 7.9, (C) Xxxxxxx-Xxxxxx or any the Purchaser would not have entered into this Agreement. Each of its Subsidiaries acquiring control the Seller, IEG and the Purchaser acknowledges and agrees that the undertakings of any Person or business that for the fiscal year immediately preceding such acquisition derived more than 10% Seller and IEG in this Section 7.9 constitute an independent covenant of its revenues but less than 35% of its revenues from Restricted Activities so long as it shall use its reasonable best efforts to divest such operations as promptly as practicable the Seller and in any event within 12 months after the consummation of such acquisition of control, (D) Xxxxxxx-Xxxxxx or any of its Subsidiaries owning an interest acquired as a creditor in bankruptcy or otherwise than by a voluntary investment decision in a Person or business that for the fiscal year immediately preceding the acquisition of such interest by Xxxxxxx-Xxxxxx or any of its Subsidiaries derived 10% or more of its revenues from Restricted Activities, so long as Xxxxxxx-Xxxxxx or its applicable Subsidiary shall use its reasonable best efforts to divest such interest as promptly as practicable IEG and in any event within 12 months after the acquisition of such interest; provided, however, that Xxxxxxx-Xxxxxx and its Subsidiaries shall not be required to divest affected by the performance or nonperformance by any such interest acquired pursuant to this clause (D) if its fair market value at the time of such acquisition is less than $1,000,000, (E) Xxxxxxx-Xxxxxx and its Subsidiaries operating up to ten retail stores that sell beauty care products, (F) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing their branded professional beauty care products directly or through distributors to salons and salon professionals, (G) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing professional beauty care products Party hereto of any third Person directly to salons and salon professionals within the Restricted Territories if any member of the Xxxxxxx-Xxxxxx Group as of the date hereof sells and distributes such products and which sales will in no event exceed 2% of the consolidated net sales of Xxxxxxx-Xxxxxx in any fiscal year other term or (H) Xxxxxxx-Xxxxxx and its Subsidiaries operating their company stores in any office, plant or warehouse owned or leased by Xxxxxxx-Xxxxxx or any of its Subsidiaries (each of which shall not be deemed to be a retail store for purposes of Section 7.19(a)(ii)(E)). For the avoidance of doubt, Xxxxxxx-Xxxxxx and its Subsidiaries may actively operate, manage and control any Person or business any of them acquire in accordance with clause (B) and/or clause (C). (iii) Xxxxxxx-Xxxxxx and Regis agree that the covenants included in Section 7.19(a) are reasonable in their geographic and temporal coverage, and that neither Xxxxxxx-Xxxxxx nor Regis shall raise any issue of geographic or temporal reasonableness in any proceeding to enforce such covenant; provided, however, that if the provision of Section 7.19(a) should ever be deemed to exceed the time or geographic limitations or any other limitations permitted by Applicable Law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the minimum extent required by Applicable Law to cure such problem. Notwithstanding any other provision of this Agreement, it is understood and agreed that monetary damages would be inadequate in the case of any breach . Each of the covenants contained Seller, IEG and the Purchaser acknowledges that it has consulted with its own counsel with regard to this Section 7.9 and, after such consultation, agrees that the obligations of the Seller and IEG set forth in this Section 7.19(a)7.9 are reasonable and proper, have been negotiated fully and that Regis shall be entitled to seek equitable relief, including fairly and represent an agreement based on the remedy totality of specific performance, with respect to any breach or attempted breach of such covenantsthe Contemplated Transactions.

Non-Competition. (i) Xxxxxxx-Xxxxxx agrees The Consultants covenant and agree that for a during the period of 30 months following commencing on the Closing Date it shall not and shall cause its Subsidiaries not ending on the fourth anniversary thereof (such period being referred to acquire, manage, operate, control or otherwise engage in any business of (A) operating or franchising retail stores within the United States, Canada, Mexico, Puerto Rico, the United Kingdom, Ireland, Germany and/or Japan (herein as the “Restricted Territories”) that sell beauty care products of Xxxxxxx-Xxxxxx or any third Person or (B) distributing to salons and salon professionals within the Restricted Territories professional beauty care products of any unaffiliated third Person (collectively, “Restricted ActivitiesCovenant Period”). (ii) Section 7.19(a)(i) shall be deemed not breached as a result of (A) the ownership by Xxxxxxx-Xxxxxx , neither Consultant nor any person or any of its Subsidiaries of: (1) less than an aggregate of 5% of any class of capital stock of a Person engagedentity controlled, directly or indirectly, by either Consultant shall, anywhere in Restricted Activities; provided, however, that such capital stock is listed the world: (A) directly or quoted on a national securities exchange or indirectly engage in the Nasdaq National Market Fastener Business or (2B) less than 15% directly or indirectly invest in, manage, consult with, operate, participate in value of or control as an employee, partner, stockholder, consultant or otherwise, any instrument of indebtedness of Person that engages in a Person engagedfastener business similar to the Fastener Business conducted by the Sellers. Without limiting the foregoing, during the Covenant Period, neither Consultant nor any person or entity controlled, directly or indirectly, in Restricted Activities, by either Consultant shall: (Bi) Xxxxxxx-Xxxxxx directly or indirectly serve as an employee or consultant to the Buyer’s or any of its Subsidiaries acquiring control then subsidiaries’ competitors, in each case, in the a fastener business similar to the Fastener Business conducted by the Sellers, or (ii) engage or participate in any effort or act to induce any of any Person the customers, suppliers, associates, employees or business that for independent contractors of the fiscal year immediately preceding such acquisition derived less than 10% of its revenues from Restricted ActivitiesFastener Business, (C) Xxxxxxx-Xxxxxx the Buyer or any of its Subsidiaries acquiring control of the Buyer’s subsidiaries to take any Person action or business to refrain from taking any action or inaction that for the fiscal year immediately preceding such acquisition derived more than 10% of its revenues but less than 35% of its revenues from Restricted Activities so long as it shall use its reasonable best efforts Consultant knew or should have known would be materially disadvantageous to divest such operations as promptly as practicable and in any event within 12 months after the consummation of such acquisition of controlFastener Business, (D) Xxxxxxx-Xxxxxx the Buyer or any of its Subsidiaries owning an interest acquired as a creditor in bankruptcy or otherwise than by a voluntary investment decision the Buyer’s subsidiaries that engage in a Person or fastener business that for similar to the fiscal year immediately preceding Fastener Business, including, without limitation, the acquisition solicitation of any of such interest by Xxxxxxx-Xxxxxx parties to cease doing business with the Fastener Business, the Buyer or any of its Subsidiaries derived 10% or more of its revenues from Restricted Activities, so long as Xxxxxxx-Xxxxxx or its applicable Subsidiary shall use its reasonable best efforts the Buyer’s subsidiaries that engage in a fastener business similar to divest such interest as promptly as practicable and in any event within 12 months after the acquisition of such interest; provided, however, that Xxxxxxx-Xxxxxx and its Subsidiaries shall not be required to divest any such interest acquired pursuant to this clause (D) if its fair market value at the time of such acquisition is less than $1,000,000, (E) Xxxxxxx-Xxxxxx and its Subsidiaries operating up to ten retail stores that sell beauty care products, (F) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing their branded professional beauty care products directly or through distributors to salons and salon professionals, (G) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing professional beauty care products of any third Person directly to salons and salon professionals within the Restricted Territories if any member of the Xxxxxxx-Xxxxxx Group as of the date hereof sells and distributes such products and which sales will in no event exceed 2% of the consolidated net sales of Xxxxxxx-Xxxxxx in any fiscal year or (H) Xxxxxxx-Xxxxxx and its Subsidiaries operating their company stores in any office, plant or warehouse owned or leased by Xxxxxxx-Xxxxxx or any of its Subsidiaries (each of which shall not be deemed to be a retail store for purposes of Section 7.19(a)(ii)(E))Fastener Business. For the avoidance of doubt, Xxxxxxx-Xxxxxx and its Subsidiaries may actively operate, manage and control any Person or business any of them acquire in accordance with clause (B) and/or clause (C). (iii) Xxxxxxx-Xxxxxx and Regis agree that the covenants included in Section 7.19(a) are reasonable in their geographic and temporal coverage, and that neither Xxxxxxx-Xxxxxx nor Regis shall raise any issue of geographic or temporal reasonableness in any proceeding to enforce such covenant; provided, however, that if the provision of Section 7.19(a) should ever be deemed to exceed the time or geographic limitations or any other limitations permitted by Applicable Law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the minimum extent required by Applicable Law to cure such problem. Notwithstanding any other provision purposes of this Agreement, it is understood and agreed that monetary damages would control of an entity shall be inadequate deemed to include (but shall not be limited to) ownership in excess of five percent (5%) of the case aggregate capital stock or other ownership or equity interest of such entity. Notwithstanding the foregoing, nothing in this Section 5 shall preclude either Consultant or any person or entity controlled, directly or indirectly, by either Consultant from owning five percent (5%) or less of the outstanding capital stock of any breach corporation the securities of which are listed on any national securities exchange or quoted on the Nasdaq stock market. Each Consultant’s obligations under this Section 5 shall survive the termination of this Agreement or the Consulting Period for any reason except the death of the covenants contained in Section 7.19(a)Consultant and, and that Regis notwithstanding any such termination of this Agreement or the Consulting Period, shall be entitled to seek equitable relief, including continue until the remedy fourth anniversary of specific performance, with respect to any breach or attempted breach of such covenantsthe Effective Date.

Non-Competition. (ia) Xxxxxxx-Xxxxxx agrees that for a period of 30 months following Except as provided in Section 5.06(b), from the Closing Date it shall until the third anniversary of the Closing Date, Seller agrees, for itself and for its affiliates, not to, directly or indirectly manufacture, market, distribute or sell (x) seasoned salt, dry spice blends, meat tenderizers and shall cause its Subsidiaries not marinades (other than any product labeled and marketed as a salad dressing that may be used as a marinade) of the type that the Business sells as of the Closing Date through retail channels (including club stores and “cash & carry” stores) to acquire, manage, operate, control or otherwise engage end-users located in any business of the Territory (Aas defined below) operating or franchising retail stores within the United States, Canada, Mexico, Puerto Rico, the United Kingdom, Ireland, Germany and/or Japan (the “Restricted Territories”) that sell beauty care products of Xxxxxxx-Xxxxxx or any third Person or (By) distributing branded seasoned salt, branded dry spice blends or meat tenderizers of the type that the Business sells as of the Closing Date through foodservice channels to salons customers located in the Territory (each of the activities described in the foregoing clauses (x) and salon professionals within the Restricted Territories professional beauty care products of any unaffiliated third Person (collectivelyy), a “Restricted ActivitiesCompeting Activity”). (ii) Section 7.19(a)(i) shall be deemed not breached as a result of (A) the ownership by Xxxxxxx-Xxxxxx ; provided, that Seller and its affiliates may collectively own or any of its Subsidiaries of: (1) less than an aggregate of 5% of any class of capital stock of a Person engagedacquire, directly or indirectly, in Restricted Activities; provided, however, that such capital stock is listed or quoted on a national (i) securities exchange or the Nasdaq National Market or (2) less than 15% in value of any instrument of indebtedness of a Person engagedcorporation or other entity which engages in any Competing Activity if they do not, directly or indirectly, in Restricted Activitiesown more than 10% of the aggregate outstanding equity securities of such corporation or entity, (Bii) Xxxxxxx-Xxxxxx solely as a passive investment without voting rights to elect directors of the issuer, any instrument of indebtedness (that is not convertible or any of its Subsidiaries acquiring control exchangeable for equity securities, except as may be permitted by clause (i) above) of any Person entity engaged in any Competing Activity and (iii) securities or business that other ownership interests of any entity engaged in any Competing Activity within the Territory if such Competing Activity within the Territory accounts for the fiscal year immediately preceding such acquisition derived less than 10% of its such entity’s consolidated annual revenues from Restricted Activities, (C) Xxxxxxx-Xxxxxx or any of its Subsidiaries acquiring control of any Person or business that for the fiscal year immediately preceding such acquisition derived more than 10% of its revenues but less than 35% of its revenues from Restricted Activities so long as it shall use its reasonable best efforts to divest such operations as promptly as practicable and in any event within 12 months after the consummation of such acquisition of control, (D) Xxxxxxx-Xxxxxx or any of its Subsidiaries owning an interest acquired as a creditor in bankruptcy or otherwise than by a voluntary investment decision in a Person or business that for the fiscal year immediately preceding the acquisition of such interest by Xxxxxxx-Xxxxxx or any of its Subsidiaries derived 10% or more of its revenues from Restricted Activities, so long as Xxxxxxx-Xxxxxx or its applicable Subsidiary shall use its reasonable best efforts to divest such interest as promptly as practicable and in any event within 12 months after the acquisition of such interest; provided, however, that Xxxxxxx-Xxxxxx and its Subsidiaries shall not be required to divest any such interest acquired pursuant to this clause (D) if its fair market value at the time of such acquisition is less than $1,000,000, (E) Xxxxxxx-Xxxxxx and its Subsidiaries operating up to ten retail stores that sell beauty care products, (F) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing their branded professional beauty care products directly or through distributors to salons and salon professionals, (G) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing professional beauty care products of any third Person directly to salons and salon professionals within the Restricted Territories if any member of the Xxxxxxx-Xxxxxx Group as of the date hereof sells and distributes such products and which sales will in no event exceed 2% of the consolidated net sales of Xxxxxxx-Xxxxxx in any fiscal year or (H) Xxxxxxx-Xxxxxx and its Subsidiaries operating their company stores in any office, plant or warehouse owned or leased by Xxxxxxx-Xxxxxx or any of its Subsidiaries (each of which shall not be deemed to be a retail store for assets. For purposes of Section 7.19(a)(ii)(E))this section, “Territory” shall mean the United States, Canada and Puerto Rico. For the avoidance of doubt, Xxxxxxx-Xxxxxx and any product of Seller or its Subsidiaries may actively operateaffiliates manufactured, manage and control any Person marketed, distributed or business any sold in the Territory primarily as a product of them acquire the type described in accordance with clause clauses (Bx) and/or clause or (Cy) of Section 5.06(a) shall be subject to Section 5.06(a). (iii) Xxxxxxx-Xxxxxx and Regis agree that the covenants included in Section 7.19(a) are reasonable in their geographic and temporal coverage, and that neither Xxxxxxx-Xxxxxx nor Regis shall raise any issue of geographic or temporal reasonableness in any proceeding to enforce such covenant; provided, however, that if the provision of Section 7.19(a) should ever be deemed to exceed the time or geographic limitations or any other limitations permitted by Applicable Law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the minimum extent required by Applicable Law to cure such problem. Notwithstanding any other provision of this Agreement, it is understood and agreed that monetary damages would be inadequate in the case of any breach of the covenants contained in Section 7.19(a), and that Regis shall be entitled to seek equitable relief, including the remedy of specific performance, with respect to any breach or attempted breach of such covenants.

Non-Competition. (ia) Xxxxxxx-Xxxxxx agrees that for a During the period of 30 months following beginning on the Closing Date it shall not and shall cause its Subsidiaries not to acquireending on the fourth (4th) anniversary thereof, manage, operate, control or otherwise engage in no Seller nor any business Affiliate of (A) operating or franchising retail stores within the United States, Canada, Mexico, Puerto Rico, the United Kingdom, Ireland, Germany and/or Japan (the “Restricted Territories”) that sell beauty care products of Xxxxxxx-Xxxxxx or any third Person or (B) distributing to salons and salon professionals within the Restricted Territories professional beauty care products of any unaffiliated third Person (collectively, “Restricted Activities”). (ii) Section 7.19(a)(i) shall be deemed not breached as a result of (A) the ownership by Xxxxxxx-Xxxxxx or any of its Subsidiaries of: (1) less than an aggregate of 5% of any class of capital stock of a Person engagedSellers shall, directly or indirectly, market, sell or distribute any Competitive Product in Restricted Activitiesor to the Retail Market; provided, however, that such capital stock is listed it shall not be a violation of this Section 5.9(a) if Competitive Products sold by Sellers or quoted on an Affiliate of Sellers are distributed to or used in a national securities exchange clinic, primary care facility or the Nasdaq National Market or urgent care facility located within a Retailer (2a “Retail Clinic”) less than 15% in value of any instrument of indebtedness of a Person engaged, directly or indirectly, in Restricted Activities, (B) Xxxxxxx-Xxxxxx or any of its Subsidiaries acquiring control of any Person or business that for the fiscal year immediately preceding such acquisition derived less than 10% of its revenues from Restricted Activities, (C) Xxxxxxx-Xxxxxx or any of its Subsidiaries acquiring control of any Person or business that for the fiscal year immediately preceding such acquisition derived more than 10% of its revenues but less than 35% of its revenues from Restricted Activities so long as it shall Sellers and their Affiliates did not sell such Competitive Products directly to any such Retail Clinic, knowingly permit any distributor or dealer of Seller and its Affiliates to distribute such Competitive Products to any such Retail Clinic, or knowingly sell such Competitive Products for use its reasonable best efforts to divest such operations as promptly as practicable and in any event within 12 months after the consummation of such acquisition of control, (D) Xxxxxxx-Xxxxxx or any of its Subsidiaries owning an interest acquired as a creditor in bankruptcy or otherwise than by a voluntary investment decision in a Person or business that for the fiscal year immediately preceding the acquisition of such interest by Xxxxxxx-Xxxxxx or any of its Subsidiaries derived 10% or more of its revenues from Restricted Activities, so long as Xxxxxxx-Xxxxxx or its applicable Subsidiary shall use its reasonable best efforts to divest such interest as promptly as practicable and in any event within 12 months after the acquisition of such interest; provided, however, that Xxxxxxx-Xxxxxx and its Subsidiaries shall not be required to divest any such interest acquired pursuant to this clause (D) if its fair market value at the time of such acquisition is less than $1,000,000, (E) Xxxxxxx-Xxxxxx and its Subsidiaries operating up to ten retail stores that sell beauty care products, (F) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing their branded professional beauty care products directly or through distributors to salons and salon professionals, (G) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing professional beauty care products of any third Person directly to salons and salon professionals within the Restricted Territories if any member of the Xxxxxxx-Xxxxxx Group as of the date hereof sells and distributes such products and which sales will in no event exceed 2% of the consolidated net sales of Xxxxxxx-Xxxxxx in any fiscal year or (H) Xxxxxxx-Xxxxxx and its Subsidiaries operating their company stores in any office, plant or warehouse owned or leased by Xxxxxxx-Xxxxxx or any of its Subsidiaries (each of which shall not be deemed to be a retail store for purposes of Section 7.19(a)(ii)(E)). For the avoidance of doubt, Xxxxxxx-Xxxxxx and its Subsidiaries may actively operate, manage and control any Person or business any of them acquire in accordance with clause (B) and/or clause (C)Retail Clinic. (iiib) Xxxxxxx-Xxxxxx and Regis agree that the covenants included in Notwithstanding Section 7.19(a5.9(a), no Seller nor any Affiliate of Sellers shall be prohibited from acquiring (through merger, stock purchase, purchase of assets or otherwise) are reasonable in their geographic and temporal coverageownership of, and that neither Xxxxxxx-Xxxxxx nor Regis shall raise or any issue of geographic or temporal reasonableness in equity interest in, any proceeding to enforce such covenantPerson (together with its Subsidiaries, a “Target Business”); provided, however, that if (i) if the provision combined annual revenues of such Target Business derived from the sale of Competitive Products in or to the Retail Market exceed [ * ] percent ([ * ]%) of the combined total annual revenues of the Target Business for the most recent full fiscal year then ended or (ii) the aggregate sales of Competitive Products in or to the Retail Market by all Target Businesses acquired by Sellers or any of their Affiliates from and after the date hereof through the fourth (4th) anniversary of the Closing Date, including such Target Business, exceeds [ * ] on an annualized basis (such portion of such Target Businesses’ business, pursuant to clause (i) or clause (ii), as applicable, a “Competitive Business”), then Sellers shall, or shall cause their Affiliates to, divest such Competitive Business (in accordance with Section 5.9(c)) within [ * ] months from the closing of the acquisition of such Target Business (a “Competitive Business Offer Period”) or, in the event that Sellers are unable to divest a Competitive Business during a Competitive Business Offer Period, then the provisions of Section 7.19(a5.9(a) should ever be deemed to exceed shall apply in respect of the time or geographic limitations or any other limitations permitted by Applicable Law Competitive Business. (c) Promptly and in any jurisdictionevent within two Business Days from the inception of a Competitive Business Offer Period, then Sellers shall deliver to Purchaser a notice identifying in reasonable detail the Competitive Business (the “Transaction Notice”). For a period of thirty (30) days following Purchaser’s receipt of the Transaction Notice, Sellers, in good faith and at the option of Purchaser, shall negotiate exclusively with Purchaser regarding Purchaser’s acquisition of the Competitive Business, during which time Sellers will permit Purchaser to conduct reasonable and customary diligence on the Competitive Business. Purchaser’s exclusive negotiation period will terminate at the earlier of (i) such provisions time as Purchaser notifies Sellers that it will not exercise its option regarding exclusive negotiation or (ii) in the event the parties fail to agree on the terms and conditions of such an acquisition of the Competitive Business during such thirty-day period, at the end of such thirty-day period. (d) For purposes of this Section 5.9, the following terms shall be deemed reformed in such jurisdiction to the minimum extent required by Applicable Law to cure such problem. Notwithstanding any other provision of this Agreement, it is understood and agreed that monetary damages would be inadequate in the case of any breach of the covenants contained in Section 7.19(a), and that Regis shall be entitled to seek equitable relief, including the remedy of specific performance, with respect to any breach or attempted breach of such covenants.defined as follows:

Non-Competition. 2.7.1 During the Term, neither Party shall, directly or indirectly, Commercialize a Competing Product in the Territory. 2.7.2 If Syndax or any of its Affiliates, acquires, is acquired by, merges with, or otherwise enters into a combination with, an entity that owns or has a license or other right to, a Competing Product, then Syndax and/or its Affiliates (or the surviving or acquiring entity, as applicable) shall have the right to commercialize such Competing Product in the Territory provided that Syndax or its Affiliate (or the surviving or acquiring entity, as applicable) notifies KHK of such Competing Product in writing no later than the Required Notice Date (as defined below) and thereafter performs one of the following acts: (i) Xxxxxxxdivest such Competing Product on a country-Xxxxxx agrees by-country basis and notify KHK in writing of such divestiture; provided that an agreement with a Third Party for a period of 30 months following such divestiture shall be completed within *** after the Closing Date it shall not and shall cause its Subsidiaries not to acquireRequired Notice Date; or *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, manage, operate, control or otherwise engage in any business of (A) operating or franchising retail stores within the United States, Canada, Mexico, Puerto Rico, the United Kingdom, Ireland, Germany and/or Japan (the “Restricted Territories”) that sell beauty care products of Xxxxxxx-Xxxxxx or any third Person or (B) distributing to salons and salon professionals within the Restricted Territories professional beauty care products of any unaffiliated third Person (collectively, “Restricted Activities”)AS AMENDED. (ii) Section 7.19(a)(i) shall be deemed not breached as a result of establish *** to ensure that *** who are *** (A) are *** and (B) are not ***. For the ownership by Xxxxxxx-Xxxxxx avoidance of doubt, in no event shall Syndax or its Affiliates (or the surviving or acquiring entity, as applicable) be entitled to use any Confidential Information of KHK for any other purpose (including the research, development or commercialization of such Competing Product) than the purposes permitted under Article 14. 2.7.3 If KHK or any of its Subsidiaries of: Affiliates acquires, is acquired by, merges with, or otherwise enters into a combination with, an entity that owns or has a license or other right to a Competing Product, then KHK and/or its Affiliates (1or the surviving or acquiring entity, as applicable) less shall have the right to commercialize such Competing Product in the Territory provided that KHK or its Affiliate (or the surviving or acquiring entity, as applicable) notifies Syndax of such Competing Product in writing no later than an aggregate the Required Notice Date (as defined below) and thereafter performs one of 5% of any class of capital stock of a Person engaged, directly or indirectly, in Restricted Activities; provided, however, that the following acts: (i) divest such capital stock is listed or quoted Competing Product on a national securities exchange or the Nasdaq National Market or (2) less than 15% country-by-country basis and notify Syndax in value writing of any instrument of indebtedness of such divestiture; provided that an agreement with a Person engaged, directly or indirectly, in Restricted Activities, (B) Xxxxxxx-Xxxxxx or any of its Subsidiaries acquiring control of any Person or business that Third Party for the fiscal year immediately preceding such acquisition derived less than 10% of its revenues from Restricted Activities, (C) Xxxxxxx-Xxxxxx or any of its Subsidiaries acquiring control of any Person or business that for the fiscal year immediately preceding such acquisition derived more than 10% of its revenues but less than 35% of its revenues from Restricted Activities so long as it divestiture shall use its reasonable best efforts to divest such operations as promptly as practicable and in any event be completed within 12 months *** after the consummation of such acquisition of control, Required Notice Date; or (Dii) Xxxxxxx-Xxxxxx or any of its Subsidiaries owning an interest acquired as a creditor immediately terminate this Agreement (in bankruptcy or otherwise than by a voluntary investment decision in a Person or business that for which case the fiscal year immediately preceding the acquisition of such interest by Xxxxxxx-Xxxxxx or any of its Subsidiaries derived 10% or more of its revenues from Restricted Activities, so long as Xxxxxxx-Xxxxxx or its applicable Subsidiary notice delivered above shall use its reasonable best efforts to divest such interest as promptly as practicable and in any event within 12 months after the acquisition of such interest; provided, however, that Xxxxxxx-Xxxxxx and its Subsidiaries shall not be required to divest any such interest acquired pursuant to this clause (D) if its fair market value at the time of such acquisition is less than $1,000,000, (E) Xxxxxxx-Xxxxxx and its Subsidiaries operating up to ten retail stores that sell beauty care products, (F) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing their branded professional beauty care products directly or through distributors to salons and salon professionals, (G) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing professional beauty care products of any third Person directly to salons and salon professionals within the Restricted Territories if any member of the Xxxxxxx-Xxxxxx Group as of the date hereof sells and distributes such products and which sales will in no event exceed 2% of the consolidated net sales of Xxxxxxx-Xxxxxx in any fiscal year or (H) Xxxxxxx-Xxxxxx and its Subsidiaries operating their company stores in any office, plant or warehouse owned or leased by Xxxxxxx-Xxxxxx or any of its Subsidiaries (each of which shall not be deemed to be a retail store for purposes notice of Section 7.19(a)(ii)(E)termination). For the avoidance of doubt, Xxxxxxx-Xxxxxx and in no event shall KHK or its Subsidiaries may actively operateAffiliates (or the surviving or acquiring entity, manage and control any Person or business any of them acquire in accordance with clause (Bas applicable) and/or clause (C). (iii) Xxxxxxx-Xxxxxx and Regis agree that the covenants included in Section 7.19(a) are reasonable in their geographic and temporal coverage, and that neither Xxxxxxx-Xxxxxx nor Regis shall raise any issue of geographic or temporal reasonableness in any proceeding to enforce such covenant; provided, however, that if the provision of Section 7.19(a) should ever be deemed to exceed the time or geographic limitations or any other limitations permitted by Applicable Law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the minimum extent required by Applicable Law to cure such problem. Notwithstanding any other provision of this Agreement, it is understood and agreed that monetary damages would be inadequate in the case of any breach of the covenants contained in Section 7.19(a), and that Regis shall be entitled to seek equitable relief, use any Confidential Information of Syndax for any other purpose (including the remedy of specific performanceresearch, with respect to any breach development or attempted breach commercialization of such covenantsCompeting Product) than the purposes permitted under Article 14. 2.7.4 As used herein, “Required Notice Date” means the date that is *** prior to the *** of ***; provided that the Required Notice Date shall in no event be *** the *** following the consummation of the transaction described in Section 2.7.2 or 2.7.3, as applicable.

Non-Competition. (ia) Xxxxxxx-Xxxxxx agrees that for a During the period of 30 months following from and after the Closing Date it date hereof until the [*] each Party shall not not, and shall cause its Subsidiaries Affiliates not to acquire, manage, operate, control or otherwise engage in any business of (A) operating or franchising retail stores within the United States, Canada, Mexico, Puerto Rico, the United Kingdom, Ireland, Germany and/or Japan (the “Restricted Territories”) that sell beauty care products of Xxxxxxx-Xxxxxx or any third Person or (B) distributing to salons and salon professionals within the Restricted Territories professional beauty care products of any unaffiliated third Person (collectively, “Restricted Activities”). (ii) Section 7.19(a)(i) shall be deemed not breached as a result of (A) the ownership by Xxxxxxx-Xxxxxx or any of its Subsidiaries of: (1) less than an aggregate of 5% of any class of capital stock of a Person engagedto, directly or indirectly, except through the Territory B Partnership [*]. (b) Nothing contained in Restricted Activities; provided, however, that such capital stock is listed or quoted on a national securities exchange or the Nasdaq National Market or (2) less than 15% in value of any instrument of indebtedness of a Person engaged, directly or indirectly, in Restricted Activities, (B) Xxxxxxx-Xxxxxx this Section 5.02 shall prevent BMS or any of its Subsidiaries Affiliates from acquiring control of any Person a business or business that for the fiscal year immediately preceding such acquisition derived less than 10% of its revenues from Restricted Activitiesbeing acquired by, (C) Xxxxxxx-Xxxxxx or any of its Subsidiaries acquiring control of any Person or business that for the fiscal year immediately preceding such acquisition derived more than 10% of its revenues but less than 35% of its revenues from Restricted Activities so long as it shall use its reasonable best efforts to divest such operations as promptly as practicable and combining with a Person, in any event within 12 months after the consummation of such acquisition of controleach case which, (D) Xxxxxxx-Xxxxxx or any of its Subsidiaries owning an interest acquired as a creditor in bankruptcy or otherwise than by a voluntary investment decision in a Person or business that for the fiscal year immediately preceding the acquisition of such interest by Xxxxxxx-Xxxxxx or any of its Subsidiaries derived 10% or more of its revenues from Restricted Activities, so long as Xxxxxxx-Xxxxxx or its applicable Subsidiary shall use its reasonable best efforts to divest such interest as promptly as practicable and in any event within 12 months after the acquisition of such interest; provided, however, that Xxxxxxx-Xxxxxx and its Subsidiaries shall not be required to divest any such interest acquired pursuant to this clause (D) if its fair market value at the time of such acquisition is less than $1,000,000or combination, makes, sells, promotes or otherwise commercializes: (Ei) Xxxxxxx-Xxxxxx any product containing Clopidogrel as an active pharmaceutical ingredient (“API”); (ii) Clopidogrel API; or (iii) intermediates useful solely for production of Clopidogrel API; provided, that BMS and its Subsidiaries operating up to ten retail stores that sell beauty care products, Affiliates (F) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing their branded professional beauty care products directly or through distributors to salons and salon professionals, (G) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing professional beauty care products of any third Person directly to salons and salon professionals within which for these purposes would include an acquiror following the Restricted Territories if any member closing of the Xxxxxxx-Xxxxxx Group as relevant transaction) shall dispose of API and intermediates of the date hereof sells Clopidogrel Products (other than API and distributes such products intermediates purchased, used or manufactured in connection with BMS Permitted FDCs) and which sales will in no event exceed 2% of the consolidated net sales relevant portion of Xxxxxxx-Xxxxxx the business or securities of the Person which undertakes the foregoing activity within [*] after the completion of such acquisition or combination; provided further that BMS shall notify Sanofi as promptly as practicable after any such acquisition or combination. (c) Nothing contained in any fiscal year or (H) Xxxxxxx-Xxxxxx and its Subsidiaries operating their company stores in any office, plant or warehouse owned or leased by Xxxxxxx-Xxxxxx this Section 5.02 shall prevent Sanofi or any of its Subsidiaries Affiliates from acquiring a business, or being acquired by, or acquiring or combining with a Person, in each case which, at the time of such acquisition or combination, makes, sells, promotes or otherwise commercializes, in Territory B: (i) any product containing Clopidogrel as an API; (ii) Clopidogrel API; or (iii) intermediates useful solely for production of Clopidogrel API; provided, that Sanofi and its Affiliates (which for these purposes would include an acquiror following the closing of the relevant transaction) shall dispose of API and intermediates of such products (other than API and intermediates purchased, used or manufactured in connection with Sanofi Permitted Clopidogrel FDCs) in Territory B and the relevant portion of the business or securities of the Person which undertakes the foregoing activity in Territory B (other than with respect to Sanofi Permitted Clopidogrel FDCs) within [*] after the completion of such acquisition or combination. (d) BMS and its Affiliates shall have a right to use, and to have its Permitted Sublicensees use, by cross-reference, or incorporation by reference, or any similar right or process, regulatory filings held (and any data contained therein), generated or owned by Sanofi with respect to the Clopidogrel Products (other than Excluded FDCs) prior to January 1, 2013, to enable BMS, its Affiliates or its Permitted Sublicensees to conduct clinical trials for, and to file and obtain registrations for and commercialize a BMS Permitted FDC, if BMS desires to develop or market a BMS Permitted FDC in the United States, and at BMS’s cost. Upon BMS’s reasonable request, Sanofi will, at BMS’s expense, promptly confirm such rights and/or answer questions that have been reasonably requested or required by an applicable regulatory authority. (e) Nothing contained in this Section 5.02 (subject to Section 5.02(b)) shall prevent BMS or its Affiliates from making, selling, promoting or otherwise commercializing, in each case either directly or through Permitted Sublicensees, a BMS Permitted FDC and none of which them shall not be required to pay any royalties or to obtain any consent from Sanofi for any such activities worldwide from and after January 1, 2013. (f) Nothing contained in this Section 5.02 (subject to Section 5.02(b)) shall prevent Sanofi or its Affiliates from making, selling, promoting or otherwise commercializing, in each case either directly or through Permitted Sublicensees, a Sanofi Permitted FDC and none of them shall be required to pay any royalties (except with respect to Identified Clopi FDCs) or to obtain any consent from BMS for any such activities worldwide from and after January 1, 2013. (g) Nothing in this Section 5.02 shall be deemed to be create or imply a retail store for purposes of Section 7.19(a)(ii)(E)). For license or right to or in the avoidance of doubt, Xxxxxxx-Xxxxxx and other Party or its Subsidiaries may actively operate, manage and control Affiliates under any Person intellectual property owned or business controlled by a Party or its Affiliates that covers or claims any of them acquire in accordance its proprietary compounds or molecules (except as otherwise contemplated by the Parties) with clause (B) and/or clause (C)respect to Clopidogrel. (iiih) Xxxxxxx-Xxxxxx and Regis agree that the covenants included in Section 7.19(a) are reasonable in their geographic and temporal coverage, and that neither Xxxxxxx-Xxxxxx nor Regis shall raise any issue of geographic or temporal reasonableness in any proceeding to enforce such covenant; provided, however, that if the provision of Section 7.19(a) should ever be deemed to exceed the time or geographic limitations or any other limitations permitted by Applicable Law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the minimum extent required by Applicable Law to cure such problem. Notwithstanding any other provision For purposes of this Agreement, it is understood and agreed that monetary damages would be inadequate in the case of any breach of the covenants contained in Section 7.19(a), and that Regis shall be entitled to seek equitable relief, including the remedy of specific performance, with respect to any breach or attempted breach of such covenants.5.02:

Non-Competition. (i1) Xxxxxxx-Xxxxxx Seller agrees that for a period of 30 months following the Closing Date it shall not and shall cause its Subsidiaries not to acquire, manage, operate, control or otherwise engage in any business of (A) operating or franchising retail stores within the United States, Canada, Mexico, Puerto Rico, the United Kingdom, Ireland, Germany and/or Japan (the “Restricted Territories”) that sell beauty care products of Xxxxxxx-Xxxxxx or any third Person or (B) distributing to salons and salon professionals within the Restricted Territories professional beauty care products of any unaffiliated third Person (collectively, “Restricted Activities”). (ii) Section 7.19(a)(i) shall be deemed not breached as a result of (A) the ownership by Xxxxxxx-Xxxxxx or neither Seller nor any of its Subsidiaries of: (1) less than an aggregate of 5% of any class of capital stock of a Person engagedAffiliates shall, directly or indirectly, in Restricted Activities; provided, however, that such capital stock is listed or quoted on a national securities exchange at any time within the four year period immediately following the Closing Date: (1) engage for its own account or the Nasdaq account of others, or have any ownership, management, employment, agency, consultancy or other interest in, or provide financing to, any person or entity that engages in the sale, distribution, packaging, manufacture or marketing of any (i) Afrocentric hair care products, (ii) in the event that Seller or its designees do not acquire the National Market Cosmetics Business after the Closing, ethnic cosmetics or (2iii) less in the event that Seller or its designees do not acquire the Dermablend Business after the Closing, corrective cosmetics (other than 15% in value of corrective cosmetics sold through the medical channels) (the "Prohibited Activities"), or assist any instrument of indebtedness of a Person engagedother person or entity to do so, except that Seller and its Affiliates may (x) own, directly or indirectly, solely as an investment, securities of any entity engaged in Restricted the Prohibited Activities that are publicly traded if Seller and its Affiliates do not, directly or indirectly, beneficially own, collectively, five percent (5%) or more of any class of securities of such entity or (y) have an ownership interest otherwise prescribed by this Section 4.7 during such period if such ownership interest arises as a result of the acquisition of a business entity not principally engaged in the Prohibited Activities; provided that Seller or its Affiliate uses commercially reasonable efforts to sell the competing portion as soon as reasonably practicable; (2) for its own account or for the account of others, attempt to or assist any other person or entity in attempting to do any of the following with respect to the Prohibited Activities: (w) solicit to employ any director, officer or employees of Buyer or its Affiliates or encourage any such person to terminate such relationship with Buyer or its Affiliates, (Bx) Xxxxxxx-Xxxxxx encourage any customer, client, supplier or other business relationship of Buyer or its Affiliates to terminate or alter such relationship, whether contractual or otherwise, to the disadvantage of Buyer or its Affiliates, as the case may be, (y) encourage any customer or supplier not to enter into a business relationship with Buyer or its Affiliates or (z) impair or attempt to impair any relationship, contractual or otherwise, between Buyer or its Affiliates or any of their customers, suppliers or other business relationships. As used in this Agreement, the term "solicit to employ" shall not include general solicitations not specifically directed toward employees of Buyer or its Subsidiaries acquiring Affiliates; or (3) the provisions of clauses (i) and (ii) above will not apply in the event of a change in control of any Person or business that for the fiscal year immediately preceding such acquisition derived Seller, including as a result of a merger resulting in Seller's then-current stockholders owning less than 10% a majority of its the outstanding voting securities of the entity resulting from such merger, or sale of all or substantially all of the assets or outstanding voting securities of Seller, if the entity which takes control of Seller derived, immediately prior to such change in control, substantial revenues from Restricted Prohibited Activities, (C) Xxxxxxx-Xxxxxx or any of its Subsidiaries acquiring control of any Person or business that for the fiscal year immediately preceding such acquisition derived more than 10% of its revenues but less than 35% of its revenues from Restricted Activities so long as it shall use its reasonable best efforts to divest such operations as promptly as practicable and in any event within 12 months after the consummation of such acquisition of control, (D) Xxxxxxx-Xxxxxx or any of its Subsidiaries owning an interest acquired as a creditor in bankruptcy or otherwise than by a voluntary investment decision in a Person or business that for the fiscal year immediately preceding the acquisition of such interest by Xxxxxxx-Xxxxxx or any of its Subsidiaries derived 10% or more of its revenues from Restricted Activities, so long as Xxxxxxx-Xxxxxx or its applicable Subsidiary shall use its reasonable best efforts to divest such interest as promptly as practicable and in any event within 12 months after the acquisition of such interest; provided, however, that Xxxxxxx-Xxxxxx and its Subsidiaries shall not be required to divest any such interest acquired pursuant to this clause (D) if its fair market value at the time of such acquisition is less than $1,000,000, (E) Xxxxxxx-Xxxxxx and its Subsidiaries operating up to ten retail stores that sell beauty care products, (F) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing their branded professional beauty care products directly or through distributors to salons and salon professionals, (G) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing professional beauty care products of any third Person directly to salons and salon professionals within the Restricted Territories if any member of the Xxxxxxx-Xxxxxx Group as of the date hereof sells and distributes such products and which sales will in no event exceed 2% of the consolidated net sales of Xxxxxxx-Xxxxxx in any fiscal year or (H) Xxxxxxx-Xxxxxx and its Subsidiaries operating their company stores in any office, plant or warehouse owned or leased by Xxxxxxx-Xxxxxx or any of its Subsidiaries (each of which shall not be deemed to be a retail store for purposes of Section 7.19(a)(ii)(E)). For the avoidance of doubt, Xxxxxxx-Xxxxxx and its Subsidiaries may actively operate, manage and control any Person or business any of them acquire in accordance with clause (B) and/or clause (C). (iii2) Xxxxxxx-Xxxxxx and Regis The parties agree that damages at law for violation of the covenants included in provisions of this Section 7.19(a) are reasonable in their geographic and temporal coverage, 4.7 may not be an adequate remedy and that neither Xxxxxxx-Xxxxxx nor Regis shall raise if Seller or its Affiliates violate any issue of geographic or temporal reasonableness the provisions thereof, in any proceeding addition to enforce such covenant; provided, however, that if the provision of Section 7.19(a) should ever be deemed to exceed the time or geographic limitations or any other limitations permitted by Applicable Law in any jurisdictionavailable rights or remedies, then such provisions shall be deemed reformed in such jurisdiction to the minimum extent required by Applicable Law to cure such problem. Notwithstanding any other provision of this AgreementBuyer, it is understood its Affiliates and agreed that monetary damages would be inadequate in the case of any breach of the covenants contained in Section 7.19(a)their successors and assigns, and that Regis shall be entitled to seek equitable relieftemporary or permanent injunctive relief with regard to such violation. The parties recognize that laws and public policies of the jurisdictions may differ as to the validity and enforceability of covenants similar to those set forth in this Section 4.7. It is the intention of the parties that the provisions of this Section 4.7 be enforced to the fullest extent permissible under the laws and policies of each jurisdiction in which enforcement of this Section 4.7 may be sought, including and that the remedy unenforceability (or the modification to conform to such laws or policies) of specific performanceany provisions of this Section 4.7 shall not render unenforceable, or impair, the remainder of the provisions of this Section 4.7. Accordingly, if any provision of this Section 4.7 shall be determined to be invalid or unenforceable, such invalidity or unenforceability shall be deemed to apply only with respect to the operation of such provision in the particular jurisdiction in which such determination is made and not with respect to any breach other provision or attempted breach of such covenantsjurisdiction.

Non-Competition. (i) Xxxxxxx-Xxxxxx agrees that for 12.1 For a period of 30 months two years following the Closing Date it shall (the "RESTRICTED PERIOD") the Transferor may not (other than pursuant to the UK Underwriting Agency and shall cause its Subsidiaries not to acquire, manage, operate, control or otherwise engage in any business Management Agreement of [even date] between the parties):- (A) operating offer, issue, sell, refer or franchising retail stores within promote, directly or indirectly, any contracts, treaties or agreements of reinsurance of the United Statessame type as the Reinsurance Agreements or of the same type as those for which the Transferor has transferred Business Renewal Rights to the Transferee provided that the Transferee or members of the Transferee's Group continue to provide, Canadaduring the Restricted Period, Mexico, Puerto Rico, the United Kingdom, Ireland, Germany and/or Japan (the “Restricted Territories”) that sell beauty care products reinsurance coverage of Xxxxxxx-Xxxxxx or any such types to third Person or parties; (B) distributing employ, offer to salons employ or solicit with a view to employment any of the Key Employees (save that pending receipt of Authorisation, Xxxxxx Xxxxxxx, Xxx Xxxxxx [other] will remain as directors of the Transferor and salon professionals within the Restricted Territories professional beauty care products foregoing, together with [ ], will be made available by the Transferee to the Transferor to act in their capacities as approved persons of the Transferor for the purposes of the Rule Book of the Financial Services Authority) or (C) use or disclose to any unaffiliated third Person person other than the Transferee or members of the Transferee's Group, any Transferred Business Confidential Information except in connection with the administration of (collectively, “Restricted Activities”). i) the Reinsurance Agreements or (ii) Section 7.19(a)(i) the Retained Business provided that the Transferor will disclose Transferred Business Confidential Information only in the ordinary course of business, consistent with past practice including in connection with resolving claims and the purchase of retrocessional coverage and provided, further, that the Transferor shall use reasonable efforts to avoid providing Transferred Business Confidential Information to a competitor of the Transferee under circumstances reasonably likely to materially impair the value of the Business Renewal Rights; provided that, in the case of Transferred Business Confidential Information that relates to the Reinsurance Agreements, the Restricted Period shall be deemed indefinite. 12.2 Notwithstanding any other provision of sub-clause 12.1 to the contrary, the Transferor is not breached as a result of prohibited from: (A) engaging in any line of business in which it is engaged immediately after the ownership completion of the Public Offering and for which Business Renewal Rights were not transferred hereunder, including, without limitation, the administration of reinsurance contracts with inception dates prior to January 1, 2002 (the "RUN-OFF BUSINESS") and the Reinsurance Agreements (but not including any renewals thereof), purchasing reinsurance for its own account, reinsurance business written through St. Paul's Discover Re operation and Lloyd's of London operation and property catastrophe facultative reinsurance business written by Xxxxxxx-Xxxxxx St. Paul's CATRisk Property division; (B) acquiring any person or, subject to the limitation in (C) below, any interest in any person engaged in any line of business except for an acquisition of an interest of more than 49% of any person that generated 50% or more of its gross revenues, excluding investment income and realised investment gains and losses, in its most recent financial year for which financial statements are available, by writing property or casualty reinsurance (a "PERMITTED ACQUIREE"), provided that any Permitted Acquiree may not use any marks, designs, logos, slogans, names, words or letters which include the words "St. Xxxx", "USF&G" or "F&G" or those that are suggestive or, derivative thereof, or any logo or xxxx identified with "St. Xxxx", "USF&G" or "F&G" (except as may be required by law) in connection with its reinsurance business, if any, provided further, however, that the Transferor may acquire an interest of more than 49% of a person that is not a Permitted Acquiree if the Transferor promptly divests the property or casualty reinsurance operations of such person; or (C) soliciting, offering, issuing, selling, purchasing or referring any contracts of reinsurance of any type to, from or with any of its Subsidiaries of: subsidiaries or engaging in any reinsurance activities in connection with the Run-off Business (1other than renewals thereof) less than an aggregate or with finite business which is either covered by a Quota Share Retrocession Agreement (as defined in the Formation and Separation Agreement) or which the Transferee and members of 5% of any class of capital stock of a Person engagedthe Transferee's Group declines to reinsure. 12.3 During the Restricted Period the Transferor shall not sponsor or assist, directly or indirectly, in Restricted Activities; provided, however, that such capital stock is listed or quoted on a national securities exchange or the Nasdaq National Market or (2) less than 15% in value of any instrument of indebtedness sponsorship of a Person engaged, directly newly formed property or indirectly, in Restricted Activities, (B) Xxxxxxx-Xxxxxx or any of its Subsidiaries acquiring control of any Person or business that casualty reinsurer for the fiscal year immediately preceding such acquisition derived less than 10% of its revenues from Restricted Activities, (C) Xxxxxxx-Xxxxxx or any of its Subsidiaries acquiring control of any Person or business that for the fiscal year immediately preceding such acquisition derived more than 10% of its revenues but less than 35% of its revenues from Restricted Activities so long as it shall use its reasonable best efforts St. Xxxx continues to divest such operations as promptly as practicable and in any event within 12 months after the consummation of such acquisition of control, (D) Xxxxxxx-Xxxxxx or any of its Subsidiaries owning an interest acquired as a creditor in bankruptcy or otherwise than by a voluntary investment decision in a Person or business that for the fiscal year immediately preceding the acquisition of such interest by Xxxxxxx-Xxxxxx or any of its Subsidiaries derived own 10% or more of its revenues from Restricted Activities, so long as Xxxxxxxthe outstanding common shares of Platinum Holdings. 12.4 Transferred Business Confidential Information shall not include information relating to the Business which is or becomes generally known on a non-Xxxxxx or its applicable Subsidiary shall use its reasonable best efforts to divest such interest as promptly as practicable and in any event within 12 months after confidential basis provided that the acquisition source of such interest; providedinformation was not bound by a confidentiality agreement or other obligation of confidentiality. If the Transferor is legally requested or required under an order or subpoena issued by a court, howeveradministrative agency or arbitration panel (through oral examination, interrogatories, requests for information or documents, civil investigation demand or other legal, administrative or arbitration processes) to disclose any Transferred Business Confidential Information, the Transferor shall provide the Transferee with prompt written notice of the request, requirement, subpoena or order to permit the Transferee (if it so elects) to seek appropriate protective steps preventing or limiting disclosure. If the Company seeks such steps to avoid or limit disclosure, the Transferor shall co-operate with the Transferee at the Transferee's expense. If, in the absence of such protective steps, the Transferor is compelled to disclose any Transferred Business Confidential Information, the Transferor may disclose such Transferred Business Confidential Information without liability hereunder. 12.5 The Transferor shall treat any Transferred Business Confidential Information with the same degree of care with which it treats its own confidential information. 12.6 Each party agrees that Xxxxxxxmoney damages would not be a sufficient remedy for any breach of sub-Xxxxxx clauses 12.1 to 12.5 by the Transferor. 12.7 Commencing on the Closing Date, the Transferee may not use any marks, designs, logos, slogans, names, words or letters which include the words "United States Fidelity and its Subsidiaries Guaranty", "St. Xxxx", "Fire and Marine" or those that are suggestive or derivative thereof or likely to be confused or associated therewith, except (i) as may be required by law, (ii) for the purposes of historical identification in materials not designed as advertising or solicitation, (iii) as provided under the Transitional Trademark License Agreement (as defined in the Formation and Separation Agreement), and (iv) pursuant to the Underwriting Management Agreement and the UK Underwriting Agency and Underwriting Management Agreement (as defined in the Formation and Separation Agreement). 12.8 The Transferee shall not be required to divest use any such interest acquired pursuant to this clause (D) if its fair market value at the time printed materials or other means of such acquisition is less than $1,000,000communication which state, (E) Xxxxxxx-Xxxxxx and its Subsidiaries operating up to ten retail stores that sell beauty care products, (F) Xxxxxxx-Xxxxxx and its Subsidiaries selling suggest or distributing their branded professional beauty care products directly or through distributors to salons and salon professionals, (G) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing professional beauty care products of imply any third Person directly to salons and salon professionals within the Restricted Territories if any member of the Xxxxxxx-Xxxxxx Group as of the date hereof sells and distributes such products and which sales will in no event exceed 2% of the consolidated net sales of Xxxxxxx-Xxxxxx in any fiscal year or (H) Xxxxxxx-Xxxxxx and its Subsidiaries operating their company stores in any office, plant or warehouse owned or leased by Xxxxxxx-Xxxxxx affiliation with St. Xxxx or any of its Subsidiaries subsidiaries following the Closing Date other than references to St. Paul's ownership of the St. Xxxx Shares (each of which shall not be deemed as defined in the Formation and Separation Agreement) or to be a retail store for purposes of Section 7.19(a)(ii)(E)). For the avoidance of doubt, Xxxxxxx-Xxxxxx and its Subsidiaries may actively operate, manage and control any Person or business any of them acquire in accordance with clause (B) and/or clause (C). (iii) Xxxxxxx-Xxxxxx and Regis agree that the covenants included in Section 7.19(a) are reasonable in their geographic and temporal coverage, and that neither Xxxxxxx-Xxxxxx nor Regis shall raise any issue of geographic or temporal reasonableness in any proceeding to enforce such covenant; provided, however, that if the provision of Section 7.19(a) should ever be deemed to exceed the time or geographic limitations or any other limitations permitted by Applicable Law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the minimum extent required by Applicable Law to cure such problem. Notwithstanding any other provision of this Agreement, it is understood and agreed that monetary damages would be inadequate the Reinsurance Agreements or the Ancillary Agreements (as defined in the case of Formation and Separation Agreement) or the subject matter thereof. 12.9 Each party agrees that it shall not make any breach statement that would reasonably be viewed as intended to be disparaging of the covenants contained in Section 7.19(a)business, and that Regis shall be entitled to seek equitable relief, including reputation or good name of the remedy of specific performance, with respect to any breach or attempted breach of such covenantsother.

Non-Competition. (i) Xxxxxxx-Xxxxxx agrees that for a period of 30 months following the Closing Date it Chroma shall not and shall cause its Subsidiaries not during the term of this Agreement anywhere in the Licensed Territory, Develop, Manufacture, market, promote, advertise, sell or offer to acquiresell, manage, operate, control or otherwise engage Commercialize (or license or collaborate with a Third Party to do any of the foregoing) a Competing Product. Chroma shall not, during the term of this Agreement, Commercialize the Product to or with a particular entity in the ROW Territory that Chroma knows or reasonably should know will distribute or sell the Product in the Licensed Territory, ** Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. **** Indicates that the amount of information omitted was a page or more in length, and such information has been filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. provided that this obligation applies to Chroma only and does not require Chroma to police its sublicensees in this regard. For the purposes of this Section 2.2(b)(i), any business act or activity undertaken, or failure to act, by an Affiliate of (A) operating or franchising retail stores within the United StatesChroma, Canadawhich, Mexicoif committed by Chroma would constitute a breach of this Section, Puerto Rico, the United Kingdom, Ireland, Germany and/or Japan (the “Restricted Territories”) that sell beauty care products of Xxxxxxx-Xxxxxx or any third Person or (B) distributing to salons and salon professionals within the Restricted Territories professional beauty care products of any unaffiliated third Person (collectively, “Restricted Activities”)shall constitute a breach by Chroma. (ii) Section 7.19(a)(i) CTI shall be deemed not breached as during the term of this Agreement anywhere in the ROW Territory, Develop, Manufacture, market, promote, advertise, sell or offer to sell, or otherwise Commercialize (or license or collaborate with a result of (A) the ownership by Xxxxxxx-Xxxxxx or Third Party to do any of its Subsidiaries of: (1the foregoing) less than an aggregate of 5% of any class of capital stock of a Person engagedCompeting Product. CTI shall not, directly or indirectly, in Restricted Activities; provided, however, that such capital stock is listed or quoted on a national securities exchange or during the Nasdaq National Market or (2) less than 15% in value of any instrument of indebtedness of a Person engaged, directly or indirectly, in Restricted Activities, (B) Xxxxxxx-Xxxxxx or any of its Subsidiaries acquiring control of any Person or business that for the fiscal year immediately preceding such acquisition derived less than 10% of its revenues from Restricted Activities, (C) Xxxxxxx-Xxxxxx or any of its Subsidiaries acquiring control of any Person or business that for the fiscal year immediately preceding such acquisition derived more than 10% of its revenues but less than 35% of its revenues from Restricted Activities so long as it shall use its reasonable best efforts to divest such operations as promptly as practicable and in any event within 12 months after the consummation of such acquisition of control, (D) Xxxxxxx-Xxxxxx or any of its Subsidiaries owning an interest acquired as a creditor in bankruptcy or otherwise than by a voluntary investment decision in a Person or business that for the fiscal year immediately preceding the acquisition of such interest by Xxxxxxx-Xxxxxx or any of its Subsidiaries derived 10% or more of its revenues from Restricted Activities, so long as Xxxxxxx-Xxxxxx or its applicable Subsidiary shall use its reasonable best efforts to divest such interest as promptly as practicable and in any event within 12 months after the acquisition of such interest; provided, however, that Xxxxxxx-Xxxxxx and its Subsidiaries shall not be required to divest any such interest acquired pursuant to this clause (D) if its fair market value at the time of such acquisition is less than $1,000,000, (E) Xxxxxxx-Xxxxxx and its Subsidiaries operating up to ten retail stores that sell beauty care products, (F) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing their branded professional beauty care products directly or through distributors to salons and salon professionals, (G) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing professional beauty care products of any third Person directly to salons and salon professionals within the Restricted Territories if any member of the Xxxxxxx-Xxxxxx Group as of the date hereof sells and distributes such products and which sales will in no event exceed 2% of the consolidated net sales of Xxxxxxx-Xxxxxx in any fiscal year or (H) Xxxxxxx-Xxxxxx and its Subsidiaries operating their company stores in any office, plant or warehouse owned or leased by Xxxxxxx-Xxxxxx or any of its Subsidiaries (each of which shall not be deemed to be a retail store for purposes of Section 7.19(a)(ii)(E)). For the avoidance of doubt, Xxxxxxx-Xxxxxx and its Subsidiaries may actively operate, manage and control any Person or business any of them acquire in accordance with clause (B) and/or clause (C). (iii) Xxxxxxx-Xxxxxx and Regis agree that the covenants included in Section 7.19(a) are reasonable in their geographic and temporal coverage, and that neither Xxxxxxx-Xxxxxx nor Regis shall raise any issue of geographic or temporal reasonableness in any proceeding to enforce such covenant; provided, however, that if the provision of Section 7.19(a) should ever be deemed to exceed the time or geographic limitations or any other limitations permitted by Applicable Law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the minimum extent required by Applicable Law to cure such problem. Notwithstanding any other provision term of this Agreement, it is understood and agreed that monetary damages would be inadequate Commercialize the Product to or with a particular entity in the case Licensed Territory that CTI knows or reasonably should know will distribute or sell the Product in the ROW Territory, provided that this obligation applies to CTI only and does not require CTI to police its sublicensees in this regard. For the purposes of this Section 2.2(b)(ii), any act or activity undertaken, or failure to act, by an Affiliate of CTI, which, if committed by CTI would constitute a breach of the covenants contained in Section 7.19(a)this Section, and that Regis shall be entitled to seek equitable relief, including the remedy of specific performance, with respect to any constitute a breach or attempted breach of such covenantsby CTI.

Non-Competition. (ia) Xxxxxxx-Xxxxxx agrees that for a period Subject to Section 6.19(b), from the date hereof until [omitted], neither GeoSouthern, Seller nor any of 30 months following the Closing Date it their respective Affiliates shall not and shall cause its Subsidiaries not acquire any Working Interests or other similar rights to acquireextract Hydrocarbons, manage, operate, control or otherwise engage make any investments in any business of (A) operating or franchising retail stores within the United States, Canada, Mexico, Puerto Rico, the United Kingdom, Ireland, Germany and/or Japan (the “Restricted Territories”) Person that sell beauty care products of Xxxxxxx-Xxxxxx or any third Person or (B) distributing to salons and salon professionals within the Restricted Territories professional beauty care products of any unaffiliated third Person (collectively, “Restricted Activities”). (ii) Section 7.19(a)(i) shall be deemed not breached as a result of (A) the ownership by Xxxxxxx-Xxxxxx or any of its Subsidiaries of: (1) less than an aggregate of 5% of any class of capital stock of a Person engagedowns, directly or indirectly, any such Working Interests or other rights to extract Hydrocarbons in Restricted Activitieseach case located in any county in which the Leases are located, other than with respect to the Excluded Assets; provided that, nothing in this Section 6.19 shall (i) [omitted] or (ii) restrict any Person from (A) acquiring surface leases or rights, or (B) acquiring mineral interests that are not severed from the surface estate. (b) From the date hereof until [omitted], if GeoSouthern, Seller or any of their respective Affiliates [omitted] (the “ROFO Counterparty”) acquires, as permitted by Section 6.19(a)(ii)(B), any mineral interest in XxXxxx or Lavaca Counties that is not severed from the surface estate, then prior to Transferring any interest (the “ROFO Interest”) in such acquired mineral interest to any Person, the ROFO Counterparty shall provide notice to Buyer (each a “ROFO Notice”) of the proposed Transfer, which ROFO Notice shall include a description of the ROFO Interest and the terms on which the ROFO Counterparty would be willing to Transfer the ROFO Interest to Buyer. On or before the twentieth (20th) day after receipt of a ROFO Notice, Buyer may elect, by delivering notice to the ROFO Counterparty, to acquire all but not less than all of the ROFO Interest on the terms set forth in the ROFO Notice. * Portions of this exhibit (indicated by [omitted]) have been omitted pursuant to a request for confidential treatment and have been separately filed with the Securities and Exchange Commission. If, within such twenty (20)-day period, Buyer either (i) affirmatively elects, by notice to the ROFO Counterparty, not to exercise its right to acquire the ROFO Interest, or (ii) does not respond to the ROFO Notice, the ROFO Counterparty may Transfer the ROFO Interest to a Third Party on terms no less favorable in the aggregate to the transferee than those set forth in the ROFO Notice; provided, howeverthat if no such Transfer to a Third Party occurs on or before the one hundred twentieth (120th) day following the earlier of (i) the expiration of such twenty (20)-day period, and (ii) the ROFO Counterparty’s receipt of notice from Buyer affirmatively electing not to acquire the ROFO Interest, then, prior to Transferring any interest in the ROFO Interest, the ROFO Counterparty must comply again with the provisions of this Section 6.19(b). The restrictions in this Section 6.19(b) shall not apply to (i) any Transfer of any ROFO Interest to any Affiliate of GeoSouthern (a “Transferee Affiliate”); provided, that (x) such capital stock Transfer is listed or quoted on a national securities exchange or the Nasdaq National Market or (2) less than 15% in value of any instrument of indebtedness not part of a Person engagedplan to sell, transfer or assign, directly or indirectly, such ROFO Interest or any direct or indirect interest therein to any Person that is not an Affiliate of GeoSouthern (such as through the sale or issuance of equity interests in Restricted Activitiesan Affiliate that holds such ROFO Interest), and (By) Xxxxxxx-Xxxxxx prior to engaging in any transaction or series of related transactions that would reduce GeoSouthern’s direct or indirect beneficial ownership interest in such Affiliate, GeoSouthern shall cause such Transferee Affiliate to Transfer such ROFO Interest to GeoSouthern or (ii) any sale of GeoSouthern or all or substantially all of the assets of GeoSouthern. GeoSouthern and Seller shall, and shall cause their Affiliates to, comply with the provisions of this Section 6.19. [omitted] (c) Each of GeoSouthern and Seller, for itself and on behalf of its Affiliates, acknowledges and agrees that the restrictions set forth in this Section 6.19 are reasonably designed to protect Buyer’s substantial investment and are reasonable with respect to duration, geographical area and scope and do not impose undue hardship on GeoSouthern, Seller or any of its Subsidiaries acquiring control their Affiliates. If the final judgment of a court of competent jurisdiction declares that any Person term or business that for provision of this Section 6.19 is invalid or unenforceable, the fiscal year immediately preceding such acquisition derived less than 10% of its revenues from Restricted Activities, (C) Xxxxxxx-Xxxxxx or any of its Subsidiaries acquiring control of any Person or business that for the fiscal year immediately preceding such acquisition derived more than 10% of its revenues but less than 35% of its revenues from Restricted Activities so long as it shall use its reasonable best efforts to divest such operations as promptly as practicable and in any event within 12 months after the consummation of such acquisition of control, (D) Xxxxxxx-Xxxxxx or any of its Subsidiaries owning an interest acquired as a creditor in bankruptcy or otherwise than by a voluntary investment decision in a Person or business that for the fiscal year immediately preceding the acquisition of such interest by Xxxxxxx-Xxxxxx or any of its Subsidiaries derived 10% or more of its revenues from Restricted Activities, so long as Xxxxxxx-Xxxxxx or its applicable Subsidiary shall use its reasonable best efforts to divest such interest as promptly as practicable and in any event within 12 months after the acquisition of such interest; provided, however, that Xxxxxxx-Xxxxxx and its Subsidiaries shall not be required to divest any such interest acquired pursuant to this clause (D) if its fair market value at the time of such acquisition is less than $1,000,000, (E) Xxxxxxx-Xxxxxx and its Subsidiaries operating up to ten retail stores that sell beauty care products, (F) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing their branded professional beauty care products directly or through distributors to salons and salon professionals, (G) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing professional beauty care products of any third Person directly to salons and salon professionals within the Restricted Territories if any member of the Xxxxxxx-Xxxxxx Group as of the date hereof sells and distributes such products and which sales will in no event exceed 2% of the consolidated net sales of Xxxxxxx-Xxxxxx in any fiscal year or (H) Xxxxxxx-Xxxxxx and its Subsidiaries operating their company stores in any office, plant or warehouse owned or leased by Xxxxxxx-Xxxxxx or any of its Subsidiaries (each of which shall not be deemed to be a retail store for purposes of Section 7.19(a)(ii)(E)). For the avoidance of doubt, Xxxxxxx-Xxxxxx and its Subsidiaries may actively operate, manage and control any Person or business any of them acquire in accordance with clause (B) and/or clause (C). (iii) Xxxxxxx-Xxxxxx and Regis Parties agree that the covenants included in Section 7.19(a) are reasonable in their geographic court making the determination of invalidity or unenforceability shall have the power to reduce the duration, geographical area or scope of such term or provision such that the term or provision is invalid and temporal coverage, enforceable and that neither Xxxxxxx-Xxxxxx nor Regis shall raise any issue of geographic or temporal reasonableness in any proceeding comes closest to enforce such covenant; provided, however, that if expressing the provision of Section 7.19(a) should ever be deemed to exceed the time or geographic limitations or any other limitations permitted by Applicable Law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the minimum extent required by Applicable Law to cure such problem. Notwithstanding any other provision of this Agreement, it is understood and agreed that monetary damages would be inadequate in the case of any breach intention of the covenants contained in Section 7.19(a), and that Regis shall be entitled to seek equitable relief, including the remedy of specific performance, with respect to any breach invalid or attempted breach of such covenantsunenforceable term or provision.

Non-Competition. (ia) Xxxxxxx-Xxxxxx Each Party hereby agrees that for that, except as provided in this Agreement from and after the date of this Agreement and until the expiration of the Term such Party will refrain from, either alone or in conjunction with any other Person, or directly or indirectly through its present or future Affiliates, owning any interest in, provide any financing for, or performing any service for, any business organization which directly competes or is reasonably likely to compete with the Channel Sites in the Territory or, as a period of 30 months following the Closing Date it shall not and shall cause its Subsidiaries not to acquiresole proprietor, managedirector, operateofficer, control shareholder, partner, employee, manager, consultant, independent contractor, advisor or otherwise otherwise, engage in competition with the Channel Sites, or any business of (A) operating conducted by M4C or franchising retail stores within the United States, Canada, Mexico, Puerto Rico, the United Kingdom, Ireland, Germany and/or Japan (the “Restricted Territories”) that sell beauty care products of Xxxxxxx-Xxxxxx by its subsidiaries or any third Person or (B) distributing to salons and salon professionals within the Restricted Territories professional beauty care products of any unaffiliated third Person (collectively, “Restricted Activities”). (ii) Section 7.19(a)(i) shall be deemed not breached as a result of (A) the ownership by Xxxxxxx-Xxxxxx business which M4C or any of its Subsidiaries of: subsidiaries had developed substantial plans to enter into during the Term of this Agreement; provided however, that the display, delivery, hosting, streaming and broadcasting by M4C of Territory Content or any other Content similar to Territory Content or otherwise relating to the Territory, shall not be deemed a violation of this Section 8.02. (1b) less Master Affiliate hereby agrees that, except as provided in this Agreement from and after the date of this Agreement and until the expiration of the Term, Master Affiliate and any executive officer, director or shareholder, owning more than an aggregate one third of Master Affiliate's equity, will refrain from, either alone or in conjunction with any other Person, or directly or indirectly through its present or future Affiliates, (i) owning any interest in, provide any financing for, or performing any service for, any business organization which engages in competition with M4C, as a sole proprietor, director, officer, shareholder, partner, employee, manager, consultant, independent contractor, advisor or otherwise, engage in competition with, any business conducted by M4C or any business which M4C or any of its subsidiaries had developed substantial plans to enter into during the Term of this Agreement relating to the production, editing, digitizing, encoding, hosting, streaming, making available, licensing, sublicensing, syndicating or otherwise using international content on the Internet; or (ii) registering, licensing, or using any domain names containing the letters "TV" or which states or implies streaming or any other similar aspect of the M4C's Internet Business, or the M4C Networks, and (c) engaging in, or owning any interest or investment in any Person (other than as a passive investor owning 5% or less of any class of capital stock of a Person engaged, directly or indirectly, in Restricted Activities; provided, however, that such capital stock is listed or quoted on a national securities exchange or the Nasdaq National Market or (2) less than 15% in value outstanding shares of any instrument Person whose shares are publicly traded) that engages in, any of indebtedness the activities proscribed by clauses (a) and (b) of a Person engaged, directly or indirectly, this Section 8.02. (d) Nothing in Restricted Activities, (B) Xxxxxxx-Xxxxxx this Agreement shall be deemed to prevent M4C or any of its Subsidiaries acquiring control of any Person or business that for the fiscal year immediately preceding such acquisition derived less than 10% of its revenues Affiliates from Restricted Activities, (C) Xxxxxxx-Xxxxxx or enforcing any of its Subsidiaries acquiring control rights with respect to Intellectual Property owned or acquired by it without breach of this Agreement. (e) The parties hereto recognize that the laws and public policies of the various states of the United States and the Territory may differ as to the validity and enforceability of covenants similar to those set forth in this Section 8.02. It is the intention of the parties that the provision of this Section 8.02 be enforced to the fullest extent permissible under the laws and policies of each jurisdiction in which enforcement may be sought, and that the unenforceability (or the modification to conform to such laws or policies) of any Person or business that for the fiscal year immediately preceding such acquisition derived more than 10% provisions of its revenues but less than 35% of its revenues from Restricted Activities so long as it shall use its reasonable best efforts to divest such operations as promptly as practicable and in any event within 12 months after the consummation of such acquisition of controlthis Section 8.02. Accordingly, (D) Xxxxxxx-Xxxxxx or any of its Subsidiaries owning an interest acquired as a creditor in bankruptcy or otherwise than by a voluntary investment decision in a Person or business that for the fiscal year immediately preceding the acquisition of such interest by Xxxxxxx-Xxxxxx or any of its Subsidiaries derived 10% or more of its revenues from Restricted Activities, so long as Xxxxxxx-Xxxxxx or its applicable Subsidiary shall use its reasonable best efforts to divest such interest as promptly as practicable and in any event within 12 months after the acquisition of such interest; provided, however, that Xxxxxxx-Xxxxxx and its Subsidiaries shall not be required to divest any such interest acquired pursuant to this clause (D) if its fair market value at the time of such acquisition is less than $1,000,000, (E) Xxxxxxx-Xxxxxx and its Subsidiaries operating up to ten retail stores that sell beauty care products, (F) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing their branded professional beauty care products directly or through distributors to salons and salon professionals, (G) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing professional beauty care products of any third Person directly to salons and salon professionals within the Restricted Territories if any member provision of the Xxxxxxx-Xxxxxx Group as of the date hereof sells and distributes this Section 8.02 shall be determined to be invalid or unenforceable, such products and which sales will in no event exceed 2% of the consolidated net sales of Xxxxxxx-Xxxxxx in any fiscal year invalidity or (H) Xxxxxxx-Xxxxxx and its Subsidiaries operating their company stores in any office, plant or warehouse owned or leased by Xxxxxxx-Xxxxxx or any of its Subsidiaries (each of which unenforceability shall not be deemed to be a retail store for purposes of Section 7.19(a)(ii)(E)). For the avoidance of doubt, Xxxxxxx-Xxxxxx and its Subsidiaries may actively operate, manage and control any Person or business any of them acquire in accordance apply only with clause (B) and/or clause (C). (iii) Xxxxxxx-Xxxxxx and Regis agree that the covenants included in Section 7.19(a) are reasonable in their geographic and temporal coverage, and that neither Xxxxxxx-Xxxxxx nor Regis shall raise any issue of geographic or temporal reasonableness in any proceeding to enforce such covenant; provided, however, that if the provision of Section 7.19(a) should ever be deemed to exceed the time or geographic limitations or any other limitations permitted by Applicable Law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction respect to the minimum extent required by Applicable Law to cure operation of such problem. Notwithstanding any other provision of this Agreement, it is understood and agreed that monetary damages would be inadequate in the case of any breach of the covenants contained particular jurisdiction in Section 7.19(a), which such determination is made and that Regis shall be entitled to seek equitable relief, including the remedy of specific performance, not with respect to any breach other provision or attempted breach of such covenants.jurisdiction

Non-Competition. (a) For a period commencing on the Closing Date and terminating on the third anniversary thereof (the "PERIOD"), as an inducement to Buyer to execute this Agreement and complete the transactions contemplated hereby, and in order to preserve the goodwill associated with the Business, Parent and Seller will not (1) engage in, continue in, participate in or have any material interest in any sole proprietorship, partnership, corporation or business that is engaged primarily or in any material respect in the business of the manufacture, sale or distribution of pressure sensitive and water activated tape and industrial electrical tape serving either the retail or industrial end markets (the "PROHIBITED BUSINESS") in North America (the "TERRITORY"), (2) consult with, advise or assist in any way, whether or not for consideration, any corporation, partnership, firm or other business organization which is now or becomes a competitor of Buyer in any aspect with respect to the Prohibited Business, including, but not limited to, with respect to the Prohibited Business, advertising or otherwise endorsing the products of any such competitor, soliciting customers or otherwise serving as an intermediary for any such competition or engaging in any form of business transaction on other than an arms'-length basis with any such competitor; or (3) unless Buyer has terminated such Transferred Employee, solicit for employment any Transferred Employee that has been employed by Buyer, without the prior consent of Buyer; PROVIDED, HOWEVER, that nothing herein shall be deemed to prevent (i) Xxxxxxx-Xxxxxx agrees that for a period of 30 months following the Closing Date it shall not Parent or Seller from acquiring through market purchases and shall cause its Subsidiaries not to acquireowning, managesolely as an investment, operate, control or otherwise engage in any business of (A) operating or franchising retail stores within the United States, Canada, Mexico, Puerto Rico, the United Kingdom, Ireland, Germany and/or Japan (the “Restricted Territories”) that sell beauty care products of Xxxxxxx-Xxxxxx or any third Person or (B) distributing to salons and salon professionals within the Restricted Territories professional beauty care products of any unaffiliated third Person (collectively, “Restricted Activities”). (ii) Section 7.19(a)(i) shall be deemed not breached as a result of (A) the ownership by Xxxxxxx-Xxxxxx or any of its Subsidiaries of: (1) less than an aggregate five percent of 5% the equity securities of any class of capital stock any issuer whose shares are registered under Section 12(b) or 12(g) of a Person engagedthe Exchange Act, directly or indirectly, in Restricted Activities; provided, however, that such capital stock is and are listed or quoted admitted for trading on a any United States national securities exchange or are quoted on the Nasdaq National Market or (2) less than 15% in value of any instrument of indebtedness of a Person engagedMarket, directly or indirectly, in Restricted Activities, (B) Xxxxxxx-Xxxxxx or any similar system of its Subsidiaries acquiring control automated dissemination of any Person or business that for the fiscal year immediately preceding such acquisition derived less than 10% quotations of its revenues from Restricted Activities, (C) Xxxxxxx-Xxxxxx or any of its Subsidiaries acquiring control of any Person or business that for the fiscal year immediately preceding such acquisition derived more than 10% of its revenues but less than 35% of its revenues from Restricted Activities so long as it shall use its reasonable best efforts to divest such operations as promptly as practicable and securities prices in any event within 12 months after the consummation of such acquisition of control, (D) Xxxxxxx-Xxxxxx or any of its Subsidiaries owning an interest acquired as a creditor in bankruptcy or otherwise than by a voluntary investment decision in a Person or business that for the fiscal year immediately preceding the acquisition of such interest by Xxxxxxx-Xxxxxx or any of its Subsidiaries derived 10% or more of its revenues from Restricted Activitiescommon use, so long as Xxxxxxx-Xxxxxx neither Parent nor Seller is a member of any "control group" (within the meaning of the rules and regulations of the United States Securities and Exchange Commission) of any such issuer, (ii) any offer by Parent or its applicable Subsidiary shall use its reasonable best efforts Seller to divest such interest employ a person in the Prohibited Business (except as promptly as practicable and set forth in this Section), or (iii) Parent or Seller from being acquired by a person engaged in any business in competition with the Prohibited Business of Seller. The parties agree that Buyer may sell, assign or otherwise transfer this covenant not to compete, in whole or in part, to any person, corporation, firm or entity that succeeds to the Business. The parties further agree that the geographic scope of this covenant not to compete shall extend to any city, county or other political subdivision of any country in the Territory, each of which is deemed to be separately named herein. Recognizing the specialized nature of the Purchased Assets transferred to Buyer and the scope of competition, Seller and Parent each acknowledge the geographic scope of this covenant not to compete to be reasonable. The parties intend that the covenant contained in this Section shall be construed as a series of separate covenants, one for each city, county or political subdivision of each country in the Territory, each of which is deemed to be separately named herein, each for a series of one-year periods within the Period. Except for geographic coverage and periods of effectiveness, each such separate covenant shall be identical in terms. If in any judicial proceeding a court shall refuse to enforce any of the separate covenants deemed included in this Section, then such unenforceable covenant shall be deemed eliminated for the purpose of that proceeding to the extent necessary to permit the remaining separate covenants to be enforced. In the event within 12 months after a court of competent jurisdiction determines that the acquisition provisions of such interest; providedthis covenant not to compete are excessively broad as to duration, howevergeographic scope or activity, it is expressly agreed that Xxxxxxx-Xxxxxx and its Subsidiaries this covenant not to compete shall be construed so that the remaining provisions shall not be required to divest affected, but shall remain in full force and effect, and any such interest acquired pursuant to this clause (D) if its fair market value at over broad provisions shall be deemed, without further action on the time of such acquisition is less than $1,000,000, (E) Xxxxxxx-Xxxxxx and its Subsidiaries operating up to ten retail stores that sell beauty care products, (F) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing their branded professional beauty care products directly or through distributors to salons and salon professionals, (G) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing professional beauty care products part of any third Person directly to salons and salon professionals within the Restricted Territories if any member of the Xxxxxxx-Xxxxxx Group as of the date hereof sells and distributes such products and which sales will in no event exceed 2% of the consolidated net sales of Xxxxxxx-Xxxxxx in any fiscal year or (H) Xxxxxxx-Xxxxxx and its Subsidiaries operating their company stores in any officeperson, plant or warehouse owned or leased by Xxxxxxx-Xxxxxx or any of its Subsidiaries (each of which shall not be deemed to be a retail store for purposes of Section 7.19(a)(ii)(E)). For modified, amended and/or limited, but only to the avoidance of doubt, Xxxxxxx-Xxxxxx extent necessary to render the same valid and its Subsidiaries may actively operate, manage and control any Person or business any of them acquire enforceable in accordance with clause (B) and/or clause (C)such jurisdiction. (iiib) Xxxxxxx-Xxxxxx Parent and Regis Seller each agree with Buyer that the covenants included provisions and restrictions contained in this Section 7.19(a) are reasonable necessary to protect the legitimate continuing interests of Buyer in their geographic and temporal coverageacquiring the Purchased Assets, and that neither Xxxxxxx-Xxxxxx nor Regis shall raise any issue violation or breach of geographic these provisions will result in irreparable injury to Buyer for which a remedy at law would be inadequate. Parent and Seller each agrees with Buyer that in the event of a violation or temporal reasonableness in any proceeding to enforce such covenant; provided, however, that if the provision breach and regardless of Section 7.19(a) should ever be deemed to exceed the time or geographic limitations or any other limitations permitted by Applicable Law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the minimum extent required by Applicable Law to cure such problem. Notwithstanding any other provision of contained in this Agreement, it is understood and agreed that monetary damages would be inadequate in the case of any breach of the covenants contained in Section 7.19(a), and that Regis Buyer shall be entitled to seek injunctive and other equitable relief, including the remedy of specific performance, with respect as a court may grant after considering the intent of this Section, and Buyer shall not be entitled to any breach other form of relief from such violation or attempted breach of such covenantsbreach.

Non-Competition. (ia) Xxxxxxx-Xxxxxx Solely as an inducement to Parent's and Sub's entering into the Merger Agreement and for no other consideration, Xx. Xxxxx agrees that not to engage in any aspect of a Covered Business (as hereinafter defined) other than on behalf of the Company, SRH, the Successor Corporation or any of their respective Subsidiaries for a the period of 30 months following time commencing on the Closing Date it shall not and shall cause its Subsidiaries not to acquire, manage, operate, control or otherwise engage in any business of (A) operating or franchising retail stores within ending on the United States, Canada, Mexico, Puerto Rico, the United Kingdom, Ireland, Germany and/or Japan (the “Restricted Territories”) that sell beauty care products of Xxxxxxx-Xxxxxx or any third Person or (B) distributing to salons and salon professionals within the Restricted Territories professional beauty care products of any unaffiliated third Person (collectively, “Restricted Activities”). (ii) Section 7.19(a)(i) shall be deemed not breached as a result of (A) the ownership by Xxxxxxx-Xxxxxx or any of its Subsidiaries of: (1) less than an aggregate of 5% of any class of capital stock of a Person engaged, directly or indirectly, in Restricted Activities; provided, however, that such capital stock is listed or quoted on a national securities exchange or the Nasdaq National Market or (2) less than 15% in value of any instrument of indebtedness of a Person engaged, directly or indirectly, in Restricted Activities, (B) Xxxxxxx-Xxxxxx or any of its Subsidiaries acquiring control of any Person or business that for the fiscal year immediately preceding such acquisition derived less than 10% of its revenues from Restricted Activities, (C) Xxxxxxx-Xxxxxx or any of its Subsidiaries acquiring control of any Person or business that for the fiscal year immediately preceding such acquisition derived more than 10% of its revenues but less than 35% of its revenues from Restricted Activities so long as it shall use its reasonable best efforts to divest such operations as promptly as practicable and in any event within 12 months after the consummation of such acquisition of control, (D) Xxxxxxx-Xxxxxx or any of its Subsidiaries owning an interest acquired as a creditor in bankruptcy or otherwise than by a voluntary investment decision in a Person or business that for the fiscal year immediately preceding the acquisition of such interest by Xxxxxxx-Xxxxxx or any of its Subsidiaries derived 10% or more of its revenues from Restricted Activities, so long as Xxxxxxx-Xxxxxx or its applicable Subsidiary shall use its reasonable best efforts to divest such interest as promptly as practicable and in any event within 12 months after the acquisition of such interest; provided, however, that Xxxxxxx-Xxxxxx and its Subsidiaries shall not be required to divest any such interest acquired pursuant to this clause (D) if its fair market value at the time of such acquisition is less than $1,000,000, (E) Xxxxxxx-Xxxxxx and its Subsidiaries operating up to ten retail stores that sell beauty care products, (F) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing their branded professional beauty care products directly or through distributors to salons and salon professionals, (G) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing professional beauty care products of any third Person directly to salons and salon professionals within the Restricted Territories if any member seventh anniversary of the Xxxxxxx-Xxxxxx Group as of the date hereof sells and distributes such products and which sales will in no event exceed 2% of the consolidated net sales of Xxxxxxx-Xxxxxx in any fiscal year or (H) Xxxxxxx-Xxxxxx and its Subsidiaries operating their company stores in any office, plant or warehouse owned or leased by Xxxxxxx-Xxxxxx or any of its Subsidiaries (each of which shall not be deemed to be a retail store for purposes of Section 7.19(a)(ii)(E)). For the avoidance of doubt, Xxxxxxx-Xxxxxx and its Subsidiaries may actively operate, manage and control any Person or business any of them acquire in accordance with clause (B) and/or clause (C). (iii) Xxxxxxx-Xxxxxx and Regis agree that the covenants included in Section 7.19(a) are reasonable in their geographic and temporal coverage, and that neither Xxxxxxx-Xxxxxx nor Regis shall raise any issue of geographic or temporal reasonableness in any proceeding to enforce such covenantClosing Date; provided, however, that if after such seventh anniversary of the Closing Date, Xx. Xxxxx shall found, establish, invest (other than as contemplated by clause (b)(i) and clause (c) below) in any Competitor, Parent shall have the right, but not the obligation, to invest in such Competitor on a 50/50 basis with Xx. Xxxxx pursuant to an agreement among shareholders containing buy/sell arrangements which would permit one party to purchase the interest of the other upon termination of the co-ownership. (b) Xx. Xxxxx shall be deemed to be engaging in a Covered Business if he: (i) directly or indirectly, individually or through another Person, whether or not for compensation, participates in the ownership, management, operation or control of any Competitor (as hereinafter defined) or is employed by or performs consulting services for any Competitor; provided, that nothing herein shall be deemed to prevent Xx. Xxxxx from having record or Beneficial Ownership of less than 5% (including shares or other securities underlying options or other convertible securities, stock appreciation rights, phantom stock or similar rights, whether or not currently exercisable) of any publicly-traded company unless such ownership is accompanied by an employment, consulting or similar arrangement pursuant to which he participates in the management, operation or control of such company; (ii) directly or indirectly, individually or through another Person, solicits any Person who was a customer or prospective customer of the Company, SRH, the Successor Corporation or any of their respective Subsidiaries at any time prior to the Effective Time with a view to inducing such customer or prospective customer to enter into an agreement or otherwise do business with any Competitor with respect to a Covered Business, or attempts directly or indirectly to induce any such customer or prospective customer to terminate its relationship with the Company, SRH, the Successor Corporation or any of their respective Subsidiaries or to not enter into a relationship with the Company, SRH, the Successor Corporation or any of their respective Subsidiaries, as the case may be; (iii) directly or indirectly, individually or through another Person releases any customer or prospect lists of the Company, SRH, the Successor Corporation or any of their respective Subsidiaries, or any other documents or other information (whether or not such information is in writing) proprietary to the Company, SRH or any of their respective Subsidiaries or any customer of the Company, SRH, the Successor Corporation or any of their respective Subsidiaries, or otherwise confidential or non-public, to any Person, except with the prior written consent of the Company, SRH, the Surviving Corporation or any of their respective Subsidiaries or as may be required pursuant to the order of a court of competent jurisdiction; or (iv) offers, directly or indirectly, individually or through another Person, employment to any employee of the Company, SRH, the Successor Corporation or any of their respective Subsidiaries or directly or indirectly attempts to induce any such employee to leave the employ of the Company, SRH, the Successor Corporation or any of their respective Subsidiaries or aids or assists any other Person in doing so; provided that nothing herein shall be deemed to prevent Xx. Xxxxx from employing, directly or indirectly, any of the individuals separately agreed to in writing by the Parent and Xx. Xxxxx. (c) For purposes of Section 10(a) and Section 10(b): (i) A "Covered Business" is the provision of Section 7.19(a) should ever be deemed to exceed banking, brokerage, trading or other financial services in which the time or geographic limitations Company, SRH or any other limitations permitted by Applicable Law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to of their respective Subsidiaries is engaged on the minimum extent required by Applicable Law to cure such problemClosing Date. Notwithstanding any other provision For purposes of this Agreement, it "Covered Business" shall not include any of the following activities, and Xx. Xxxxx shall not be deemed to be engaging in a Covered Business if he engages, directly or indirectly, solely in any one or more of the following activities: (A) managing and investing assets beneficially owned, directly or indirectly, by Xx. Xxxxx or members of his immediate family; (B) managing or investing assets beneficially owned by any other Person and providing related advisory services provided that: (I) any such Person will directly or indirectly be or represent ultimately an investor which is understood a natural person and agreed not any form of mutual fund, unit trust or other fund held publicly; (II) the number of such ultimate investors shall not exceed one hundred (100); (III) any such arrangements will be "private," in that monetary damages would the availability of any such services will not be inadequate advertised or publicized in any form whatsoever and will remain confidential; (IV) any assets managed and invested as permitted by this clause (B) will be managed and invested together with the assets managed and invested as permitted by clause (A) above, as pooled and joint investments (or arrangements similar to pooled and joint investments) ("pooled investments") on the basis that of such pooled investments, the assets managed and invested pursuant to clause (A) above will constitute a majority in aggregate value of the pooled investments and the aggregated value of the assets managed as pooled investments (including those managed pursuant to clause (A) above), without taking account of investment results, does not exceed $5 billion; (V) Xx. Xxxxx does not accept for management pursuant to this clause (B), assets or the proceeds of assets that, to the best knowledge of Xx. Xxxxx were removed from accounts managed by the Company, SRH or any of their respective Subsidiaries; and (VI) the Company, SRH or one or more of their Subsidiaries will act as custodian (in accordance with their standard fees) for investments and/or liquid funds included in the case pooled investments referred to in subclause (IV) above; (C) ownership of any breach securities beneficially owned by Xx. Xxxxx on the date of this Agreement and any business activities that Xx. Xxxxx or his Affiliates are engaged or participating in on the covenants contained date of this Agreement (other than business activities conducted by or through the Company, SRH or any of their respective Subsidiaries) to the extent Xx. Xxxxx or his affiliates are engaged or participating in Section 7.19(a), and that Regis shall be entitled to seek equitable relief, including such business activities on the remedy date of specific performance, with respect to any breach or attempted breach of such covenantsthis Agreement.

Non-Competition. (a) During the period commencing on the Closing Date and ending on the earlier of (i) Xxxxxxx-Xxxxxx agrees that the date of database lock after the completion of the first Phase 3 Clinical Trial for a period Product conducted by or on behalf of 30 months following any Payment Obligor and (ii) the seventh (7th) anniversary of the Closing Date it shall not and shall cause its Subsidiaries not to acquireDate, manage, operate, control or otherwise engage in any business of (A) operating neither Seller nor its Affiliates shall research, seek to identify, develop, make, have made, use, distribute, market, sell or franchising retail stores within the United States, Canada, Mexico, Puerto Rico, the United Kingdom, Ireland, Germany and/or Japan (the “Restricted Territories”) that sell beauty care products of Xxxxxxx-Xxxxxx or otherwise commercialize any third Person or Competing Product and (B) distributing neither Seller nor its Affiliates shall grant to salons any Third Party any right or license to research, seek to identify, discover, develop, make, have made, use, distribute, market, sell or otherwise commercialize any Competing Product. (b) The Parties hereby acknowledge and salon professionals within agree that Seller’s obligations under Section 8.4(a) will not apply to any research activities undertaken by Seller or its Affiliates solely to the Restricted Territories professional beauty care products of any unaffiliated third Person extent necessary to ensure its compliance with Section 8.4(a) (collectivelye.g., “Restricted Activities”counter-screening). (c) Notwithstanding Section 8.4(a), in the event that a Change of Control occurs with respect to Seller or its parent Affiliate with an Acquiring Entity, and the Acquiring Entity (or any of such Acquiring Entity’s successors or assigns, other than the relevant Pre-Existing Entities) as of the date of the Change of Control has a program or product that would otherwise violate Section 8.4(a) (each, a “COC Competing Program”), then (i) Section 8.4(a) shall not apply with respect to such COC Competing Program, and (ii) such Acquiring Entity will be permitted to conduct such COC Competing Program after such Change of Control and such activities will not constitute a violation of Section 7.19(a)(i8.4(a); provided, that the Acquiring Entity Segregates any such COC Competing Program from the Pre-Existing Entities. (d) shall be deemed not breached as a result of (A) Notwithstanding Section 8.4(a), in the ownership by Xxxxxxx-Xxxxxx event that Seller or any of its Subsidiaries of: Affiliates acquires a business from a Third Party, whether by acquisition of stock or assets, merger or otherwise (1a “Third Party Acquisition”) less than where such business, prior to such acquisition, has a program or product (or rights thereto) that would otherwise violate Section 8.4(a) (an aggregate of 5% of any class of capital stock of a Person engaged“Acquired Competing Program”), directly then Seller or indirectlysuch Affiliate will elect whether to (i) divest its rights to such Acquired Competing Program, in Restricted Activities; provided, however, that such capital stock is listed or quoted on a national securities exchange or the Nasdaq National Market or (2ii) less than 15% cease such Acquired Competing Program, and will provide Buyer with written notice of the existence of such Acquired Competing Program and such decision within [***] after the closing of such Third Party Acquisition. Seller, and its Affiliates if applicable, will, consistent with the election provided in value of any instrument of indebtedness of a Person engagedits written notice to Buyer, directly or indirectly, in Restricted Activities, (B) Xxxxxxx-Xxxxxx or any of its Subsidiaries acquiring control of any Person or business that for the fiscal year immediately preceding such acquisition derived less than 10% of its revenues from Restricted Activities, (C) Xxxxxxx-Xxxxxx or any of its Subsidiaries acquiring control of any Person or business that for the fiscal year immediately preceding such acquisition derived more than 10% of its revenues but less than 35% of its revenues from Restricted Activities so long as it shall use its reasonable best efforts to divest such operations as promptly as practicable and in any event Acquired Competing Program within 12 months [***] after the consummation of such acquisition of control, (D) Xxxxxxx-Xxxxxx or any of its Subsidiaries owning an interest acquired as a creditor in bankruptcy or otherwise than by a voluntary investment decision in a Person or business that for the fiscal year immediately preceding the acquisition of such interest by Xxxxxxx-Xxxxxx or any of its Subsidiaries derived 10% or more of its revenues from Restricted Activities, so long as Xxxxxxx-Xxxxxx or its applicable Subsidiary shall use its reasonable best efforts to divest such interest as promptly as practicable and in any event within 12 months after the acquisition of such interest; provided, however, that Xxxxxxx-Xxxxxx and its Subsidiaries shall not be required to divest any such interest acquired pursuant to this clause (D) if its fair market value at the time of such acquisition is less than $1,000,000, (E) Xxxxxxx-Xxxxxx and its Subsidiaries operating up to ten retail stores that sell beauty care products, (F) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing their branded professional beauty care products directly or through distributors to salons and salon professionals, (G) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing professional beauty care products of any third Person directly to salons and salon professionals within the Restricted Territories if any member closing of the Xxxxxxx-Xxxxxx Group as applicable Third Party Acquisition or terminate such Acquired Competing Program within [***] of the date hereof sells and distributes such products and which sales will in no event exceed 2% closing of the consolidated net sales of Xxxxxxx-Xxxxxx in applicable Third Party Acquisition, giving due consideration to ethical concerns and requirements under Law and any fiscal year or (H) Xxxxxxx-Xxxxxx and its Subsidiaries operating their company stores in any office, plant or warehouse owned or leased by Xxxxxxx-Xxxxxx or any of its Subsidiaries (each of which shall not be deemed to be a retail store for purposes of Section 7.19(a)(ii)(E)). For the avoidance of doubt, Xxxxxxx-Xxxxxx and its Subsidiaries may actively operate, manage and control any Person or business any of them acquire in accordance agreements with clause (B) and/or clause (C)Third Parties. (iii) Xxxxxxx-Xxxxxx and Regis agree that the covenants included in Section 7.19(a) are reasonable in their geographic and temporal coverage, and that neither Xxxxxxx-Xxxxxx nor Regis shall raise any issue of geographic or temporal reasonableness in any proceeding to enforce such covenant; provided, however, that if the provision of Section 7.19(a) should ever be deemed to exceed the time or geographic limitations or any other limitations permitted by Applicable Law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the minimum extent required by Applicable Law to cure such problem. Notwithstanding any other provision of this Agreement, it is understood and agreed that monetary damages would be inadequate in the case of any breach of the covenants contained in Section 7.19(a), and that Regis shall be entitled to seek equitable relief, including the remedy of specific performance, with respect to any breach or attempted breach of such covenants.

Non-Competition. (a) For a period of four years following the Closing Date, neither Parent, Partners Trust, nor any of their Subsidiaries, will (i) Xxxxxxxengage in any Competitive Activity in the following New York State counties: Xxxxxx, Chenango, Cortland, Delaware, Fulton, Herkimer, Madison, Oneida, Onondaga, Otsego, Tioga and Xxxxxxxx, and any other counties in which Seller's fiduciary clients are located, (ii) seek to persuade any testator, grantor, settlor, administrator, trustee, beneficiary or remainderman of any Non-Xxxxxx agrees objecting Trust Account (each, a "Trust Party") to terminate in whole or in part its trust relationship with Purchaser, (iii) seek to persuade any investment management customer of any Investment Management Account (each, an "Investment Management Customer") to terminate in whole or in part its Investment Management Account with Purchaser, (iv) solicit to provide any Trust Party trust services of the type provided to such party by Partners Trust prior to the Merger, or (v) solicit to provide any Investment Management Customer investment management services of the type provided to such party by Partners Trust prior to the Merger. Notwithstanding the foregoing, Parent, Partners Trust and its Subsidiaries shall be permitted to (A) engage in any other banking and financial services with any Trust Party or Investment Management Customer, (B) engage in advertising, marketing campaigns and other forms of general solicitation for other banking and financial services that for are not specifically directed or targeted to any Trust Party or Investment Management Customer, (C) respond to unsolicited inquiries by any Trust Party or Investment Management Customer and (D) provide notices or communications relating to the transactions contemplated hereby. (b) For a period of 30 months four years following the Closing Date it shall not and shall cause its Date, neither Parent, Partners Trust, nor any of their Subsidiaries not to acquire, manage, operate, control will (i) employ or otherwise engage in any business of (A) operating or franchising retail stores within the United States, Canada, Mexico, Puerto Rico, the United Kingdom, Ireland, Germany and/or Japan (the “Restricted Territories”) that sell beauty care products of Xxxxxxx-Xxxxxx or any third Person or (B) distributing to salons and salon professionals within the Restricted Territories professional beauty care products of any unaffiliated third Person (collectively, “Restricted Activities”). (ii) Section 7.19(a)(i) shall be deemed not breached as a result of (A) the ownership by Xxxxxxx-Xxxxxx or any of its Subsidiaries of: (1) less than an aggregate of 5% of any class of capital stock of a Person engagedretain, directly or indirectly, in Restricted Activities; providedany person identified on Schedule 6.8(b)(1), however, that such capital stock is listed or quoted on a national securities exchange or the Nasdaq National Market or (2ii) less than 15% in value of any instrument of indebtedness of a Person engagedemploy or otherwise retain, directly or indirectly, in Restricted Activities, (Bany person identified on Schedule 6.8(b)(2) Xxxxxxx-Xxxxxx or any of its Subsidiaries acquiring control of any Person or business that for the fiscal year immediately preceding such acquisition derived less than 10% of its revenues from Restricted Activities, (C) Xxxxxxx-Xxxxxx or any of its Subsidiaries acquiring control of any Person or business that for the fiscal year immediately preceding such acquisition derived more than 10% of its revenues but less than 35% of its revenues from Restricted Activities so long as it shall use its reasonable best efforts to divest such operations as promptly as practicable and in any position where such individual would engage in investment management, trust or related fiduciary services. Notwithstanding anything to the contrary in this Section 6.8(b), in the event within 12 months after of a Change in Control or Acquisition, the consummation provisions of such acquisition this Section 6.8(b) shall be of control, (Dno force and effect as to any given individual identified on Schedules 6.8(b)(1) Xxxxxxx-Xxxxxx or any of its Subsidiaries owning an interest acquired as a creditor - 6.8(b)(2) in bankruptcy or otherwise than by a voluntary investment decision in a Person or business that for the fiscal year immediately preceding the acquisition of such interest by Xxxxxxx-Xxxxxx or any of its Subsidiaries derived 10% or more of its revenues from Restricted Activities, so long as Xxxxxxx-Xxxxxx or its applicable Subsidiary shall use its reasonable best efforts to divest such interest as promptly as practicable and in any event within 12 months after the acquisition of such interest; provided, however, that Xxxxxxx-Xxxxxx and its Subsidiaries shall not be required to divest any such interest acquired pursuant individual is employed by any party (other than Parent or Seller) to this clause (D) if its fair market value at the time of such acquisition is less than $1,000,000, (E) Xxxxxxx-Xxxxxx and its Subsidiaries operating up Change in Control or Acquisition transaction immediately prior to ten retail stores that sell beauty care products, (F) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing their branded professional beauty care products directly or through distributors to salons and salon professionals, (G) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing professional beauty care products of entering into any third Person directly to salons and salon professionals within the Restricted Territories if any member of the Xxxxxxx-Xxxxxx Group as of the date hereof sells and distributes such products and which sales will in no event exceed 2% of the consolidated net sales of Xxxxxxx-Xxxxxx in any fiscal year or (H) Xxxxxxx-Xxxxxx and its Subsidiaries operating their company stores in any office, plant or warehouse owned or leased by Xxxxxxx-Xxxxxx or any of its Subsidiaries (each of which shall not be deemed to be a retail store for purposes of Section 7.19(a)(ii)(E)). For the avoidance of doubt, Xxxxxxx-Xxxxxx and its Subsidiaries may actively operate, manage and control any Person or business any of them acquire in accordance with clause (B) and/or clause (C)transaction. (iiic) Xxxxxxx-Xxxxxx and Regis agree that Notwithstanding anything to the covenants included contrary in Section 7.19(a6.8(a), in the event of a Change in Control, the provisions of Section 6.8(a)(i)-6.8(a)(v) are reasonable in their geographic shall cease and temporal coverage, be of no force and that neither Xxxxxxx-Xxxxxx nor Regis shall raise any issue of geographic or temporal reasonableness in any proceeding to enforce such covenanteffect; provided, however, that if a Change in Control occurs during the 24 month period following the Closing Date (the "Restricted Period"), then Seller shall pay to Purchaser an amount equal to the product of (i) the number of full months remaining in the Restricted Period after the effective date of the Change in Control, multiplied by (ii) $16,667. In the event of an Acquisition, (x) the provisions of Section 6.8(a)(i) shall cease and be of no force and effect, (y) the provisions of 6.8(a)(ii) and 6.8(iv) shall not apply to any Trust Party with which any party to such Acquisition transaction (other than Parent, Partners Trust or its Subsidiaries) has a preexisting relationship in respect of trust activities at the time of such Acquisition and (z) the provisions of 6.8(a)(iii) and 6.8(v) shall not apply to any Investment Management Customer with which any party to such Acquisition transaction (other than Parent, Partners Trust or its Subsidiaries) has a preexisting relationship in respect of investment management activities at the time of such Acquisition. (d) If any of the restrictions set forth in Section 6.8(a) should, for any reason whatsoever, be declared invalid by a court of competent jurisdiction, the validity or enforcement of the remainder of such restrictions and covenants shall not thereby be adversely affected. Seller agrees that, if any provision of Section 7.19(a6.8(a) should ever be deemed adjudicated to exceed the time be invalid or geographic limitations or any other limitations permitted by Applicable Law in any jurisdictionunenforceable, then to the extent any such provisions provision may be made valid and enforceable by limitations on the scope of the activities, geographical area or time period covered, such provision instead shall be deemed reformed in such jurisdiction limited to the minimum extent, and only to the extent, necessary to make such provision enforceable to the fullest extent required permissible. (e) Seller's obligations under this Section 6.8 are of a special and unique character, which gives them a peculiar value, and are supported by Applicable Law to cure such problemvaluable consideration. Notwithstanding any other provision of this Agreement, it is understood and agreed The parties agree that monetary Purchaser cannot be reasonably or adequately compensated in damages would be inadequate in an action at law in the case of any breach of the covenants contained in Section 7.19(a)event that Seller breaches such obligations. Therefore, and Seller expressly agrees that Regis Purchaser shall be entitled to seek injunctive and other equitable relief, including together with reasonable attorney's fees, without bond or other security in the remedy event of specific performance, with respect a breach by Seller of any of its obligations or agreements in this Section 6.8 in addition to any breach other rights or attempted breach remedies which Purchaser may possess. Furthermore, the obligations of such covenantsSeller and the rights and remedies of Purchaser under this Agreement are cumulative, and not in lieu of, any obligations, rights, or remedies created by applicable law.

Non-Competition. (ia) Xxxxxxx-Xxxxxx agrees that Except with the prior written consent of the Buyer, for a period of 30 months three (3) years following the Closing Date it (the “Restriction Period”), the Seller shall not not, and shall cause its Subsidiaries not to acquiremembers of the Seller Group (the Seller together with the other members of the Seller Group, manage, operate, control or otherwise engage in any business of (A) operating or franchising retail stores within the United States, Canada, Mexico, Puerto Rico, the United Kingdom, Ireland, Germany and/or Japan (the “Restricted TerritoriesEntities”) not to operate or engage in, or take steps to prepare to operate or engage in, any business conduct or activity that sell beauty care products of Xxxxxxx-Xxxxxx or any third Person or would compete with the Business (Bas such Business is conducted immediately prior to the Closing Date) distributing to salons and salon professionals within the Restricted Territories professional beauty care products of any unaffiliated third Person worldwide (collectivelysuch business, as so conducted, a “Restricted ActivitiesCompeting Business”). (iib) Notwithstanding any provision to the contrary in this Section 7.19(a)(i5.10, any Restricted Entity may, directly or indirectly: (i) shall be deemed purchase or otherwise acquire by merger, purchase of assets, stock or equity interest or otherwise any Person or business the acquisition of which would otherwise cause non-compliance with Section 5.10(a), other than a De Minimis Investment (an “Acquisition”), so long as no more than 25% of the revenues of such Person or business are derived from the Competing Business; provided that if the Seller or any of its Affiliates acquire any interest that is not breached a De Minimis Investment (whether as a result of (Aa merger, purchase of assets, stock or equity interest or otherwise) the ownership by Xxxxxxx-Xxxxxx or any of its Subsidiaries of: (1) less than an aggregate of 5% of any class of capital stock of a Person engaged, directly or indirectly, in Restricted Activities; provided, however, that such capital stock is listed or quoted on a national securities exchange or the Nasdaq National Market or (2) less than 15% in value of any instrument of indebtedness of a Person engaged, directly or indirectly, in Restricted Activities, (B) Xxxxxxx-Xxxxxx or any of its Subsidiaries acquiring control of any Person or business that for engages in a Competing Business, then, to the fiscal year immediately preceding extent such acquisition derived less than 10% Person or business is not a De Minimis Business, the Seller and its Affiliates shall, within twelve (12) months from the date such transaction is consummated (regardless of its revenues from Restricted Activitieswhether such twelve (12) months expires during or after the Restriction Period), (C) Xxxxxxxeither divest or Wind-Xxxxxx or any of its Subsidiaries acquiring control Down such portion of any such Person or business that is a Competing Business; (ii) acquire, own or manage for the fiscal year immediately preceding account of third parties indirectly through a mutual fund, employee benefit plan, trust account not controlled by the Seller Group or similar investment pool or vehicle, any class of security of any Person regardless of whether such acquisition derived more than 10% of its revenues but less than 35% of its revenues from Restricted Activities so long as it shall use its reasonable best efforts Person engages in a Competing Business; and (iii) have manufactured and sell Business Products that are not Transferred Products; provided that the applicable Seller Party must send an “end-of-life” notice with respect to divest each such operations as promptly as practicable and in any event Business Product within 12 months sixty (60) days after the consummation of such acquisition of control, date hereof. (Dc) Xxxxxxx-Xxxxxx The restrictions set forth in this Section 5.10 shall not apply to any third Person or any of its Subsidiaries owning an interest acquired as such third Person’s current or future Affiliates that acquires, via a creditor in bankruptcy or otherwise than by a voluntary investment decision in a Person merger or business that for the fiscal year immediately preceding the acquisition of such interest by Xxxxxxx-Xxxxxx or any of its Subsidiaries derived 10% or more of its revenues from Restricted Activitiescombination, so long as Xxxxxxx-Xxxxxx or its applicable Subsidiary shall use its reasonable best efforts to divest such interest as promptly as practicable and in any event within 12 months after the acquisition of such interest; provided, however, that Xxxxxxx-Xxxxxx and its Subsidiaries shall not be required to divest any such interest acquired pursuant to this clause (D) if its fair market value at the time of such acquisition is less than $1,000,000, (E) Xxxxxxx-Xxxxxx and its Subsidiaries operating up to ten retail stores that sell beauty care products, (F) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing their branded professional beauty care products directly or through distributors to salons and salon professionals, (G) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing professional beauty care products of any third Person directly to salons and salon professionals within the Restricted Territories if any member of the Xxxxxxx-Xxxxxx Group as Seller Group, or otherwise acquires all or part of the date hereof sells and distributes such products and which sales will in no event exceed 2% equity or assets of any member of the consolidated net sales Seller Group. (d) None of Xxxxxxxthe following shall be a violation of this Section 5.10: (x) the sale, distribution, license, fulfillment or other disposition, or any research, development, design, manufacture, procurement, provision, use, testing, marketing, configuration, qualification, installation, integration, support, or other commercialization and use (the foregoing collectively, “Exploitation”), by any member of the Seller Group of products, technology, service or support that are not in the Competing Business (collectively “Non-Xxxxxx Competing Products”) to Person(s) who are engaged in any fiscal year a Competing Business, including the Exploitation of Non-Competing Products for use or integration with products or technology that are in Competing Businesses, (y) the Exploitation of products, technology, services or support, or other conduct of business, involving or relating to wireless wide area networks such as products for cellular infrastructure, or (Hz) Xxxxxxx-Xxxxxx and its Subsidiaries operating their company stores the prosecution of any Intellectual Property Right not included in any office, plant or warehouse owned or leased by Xxxxxxx-Xxxxxx or any of its Subsidiaries the Transferred Assets. (each of which shall not be deemed to be a retail store e) Exceptions set forth in Section 5.10(b)-(d) are set forth therein for purposes of Section 7.19(a)(ii)(E)). For the avoidance of doubt, Xxxxxxx-Xxxxxx as such exceptions cover actions not necessarily restricted by Section 5.10(a), and its Subsidiaries may actively operate, manage and control no inference shall be drawn that the activities described in such Section 5.10(b)-(d) are in any Person way restricted or business any of them acquire limited by the restrictions set forth in accordance with clause (B) and/or clause (CSection 5.10(a). (iiif) Xxxxxxx-Xxxxxx and Regis If, at any time of enforcement of any of the provisions of this Section 5.10, a court of competent jurisdiction holds that the restrictions stated herein are unreasonable under the circumstances then existing, the parties hereto agree that the covenants included in maximum period, scope or geographic area of this Section 7.19(a) 5.10 shall be limited to those that are reasonable in their geographic and temporal coverage, and that neither Xxxxxxx-Xxxxxx nor Regis shall raise any issue of geographic or temporal reasonableness in any proceeding to enforce under the circumstances as determined by such covenant; provided, however, that if the provision of Section 7.19(a) should ever be deemed to exceed the time or geographic limitations or any other limitations permitted by Applicable Law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the minimum extent required by Applicable Law to cure such problem. Notwithstanding any other provision of this Agreement, it is understood and agreed that monetary damages would be inadequate in the case of any breach of the covenants contained in Section 7.19(a), and that Regis shall be entitled to seek equitable relief, including the remedy of specific performance, with respect to any breach or attempted breach of such covenantscourt.

Non-Competition. In consideration of the Company’s providing to Wilde, in his capacity as an employee prior to the Effective Date, confidential information, trade secrets, goodwill and proprietary information and in further consideration for the Company’s payment of salary and bonus, and accelerated vesting of options Wilde agrees to the following: (a) Wilde acknowledges and confirms the following matters: (i) Xxxxxxx-Xxxxxx agrees that for Wilde has been employed by the Company prior to the Effective Date, in a period confidential relationship wherein Wilde, in the course of 30 months following his relationship with the Closing Date it shall not Company, has become aware of information as to the specific manner of doing business and shall cause the customers of the Company and its Subsidiaries not affiliates and future plans with respect thereto, all of which has been maintained at significant expense to acquire, manage, operate, control or otherwise engage in any business the Company. This information is a trade secret and constitutes valuable goodwill and proprietary information of (A) operating or franchising retail stores within the United States, Canada, Mexico, Puerto Rico, the United Kingdom, Ireland, Germany and/or Japan (the “Restricted Territories”) that sell beauty care products of Xxxxxxx-Xxxxxx or any third Person or (B) distributing to salons and salon professionals within the Restricted Territories professional beauty care products of any unaffiliated third Person (collectively, “Restricted Activities”)Company. (ii) Section 7.19(a)(iWilde recognizes that the Company’s business is dependent upon its trade secrets, including secret processes, techniques, methods and data. The protection of these trade secrets is of critical importance to the Company. The Company will sustain great loss and damage if, during the term of this Agreement, for whatever reason, Wilde should violate the provisions of this Agreement. Wilde acknowledges that such a violation would cause irreparable harm to the Company and that the Company would be entitled to injunctive relief to remedy such violation. (b) shall be deemed Wilde agrees not breached as a result of (A) the ownership by Xxxxxxx-Xxxxxx or any of its Subsidiaries of: (1) less than an aggregate of 5% of any class of capital stock of a Person engaged, to directly or indirectly, without the prior express written consent of the Company: (i) engage, as a shareholder, owner, partner, employee, agent, joint venturer, or in Restricted Activitiesa managerial, consulting or any other capacity, whether as an independent contractor, consultant or advisor, or as a sales representative in any business engaged in (a) air drilling or underbalanced drilling, casing and tubing services, or rental of oil and gas drill pipe for a period from the date hereof through March 31, 2008, and (b) horizontal or directional drilling services for a period from the date hereof through March 31 2010, within the United States (the “Territory”); provided, however, that Wilde may purchase or otherwise acquire up to (but not more than) one percent of any class of securities of any enterprise (but without otherwise participating in the activities of such capital stock is enterprise), if such securities are listed on any national or quoted on a national registered securities exchange or have been registered under Section 12(g) of the Nasdaq National Market Securities Exchange Act of 1934 or (2) less than 15% in value the event that Wilde’s new business of any instrument of indebtedness of a Person engaged, directly or indirectly, in Restricted Activities, (B) Xxxxxxx-Xxxxxx or any of its Subsidiaries acquiring control of any Person or business that for the fiscal year immediately preceding such acquisition derived less than 10% of its revenues from Restricted Activities, (C) Xxxxxxx-Xxxxxx or any of its Subsidiaries acquiring control of any Person or business that for the fiscal year immediately preceding such acquisition derived more than 10% of its revenues but less than 35% of its revenues from Restricted Activities so long as it shall use its reasonable best efforts to divest such operations as promptly as practicable and in any event within 12 months after the consummation of such acquisition of control, (D) Xxxxxxx-Xxxxxx or any of its Subsidiaries owning an interest acquired as a creditor in bankruptcy or otherwise than manufacturing drill bits is purchased by a voluntary investment decision company in a Person or the oilfield services business that for which has operations in the fiscal year immediately preceding the acquisition of such interest by Xxxxxxx-Xxxxxx or any of its Subsidiaries derived 10% or more of its revenues from Restricted Activitiessegments described in subsections (a) and (b) above, so long as Xxxxxxx-Xxxxxx or its applicable Subsidiary shall use its reasonable best efforts to divest such interest as promptly as practicable and in any event within 12 months after the acquisition of such interest; provided, however, that Xxxxxxx-Xxxxxx and its Subsidiaries shall not be required to divest any such interest acquired pursuant to this clause (D) if its fair market value at the time of such acquisition is less than $1,000,000, (E) Xxxxxxx-Xxxxxx and its Subsidiaries operating up to ten retail stores that sell beauty care products, (F) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing their branded professional beauty care products directly or through distributors to salons and salon professionals, (G) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing professional beauty care products of any third Person directly to salons and salon professionals within the Restricted Territories if any member of the Xxxxxxx-Xxxxxx Group as of the date hereof sells and distributes such products and which sales will in no event exceed 2% of the consolidated net sales of Xxxxxxx-Xxxxxx in any fiscal year or (H) Xxxxxxx-Xxxxxx and its Subsidiaries operating their company stores in any office, plant or warehouse owned or leased by Xxxxxxx-Xxxxxx or any of its Subsidiaries (each of which then it shall not be deemed to be a retail store breach of this Section 3(b)(i) provided Wilde does not engage, participate or manage in the business segments described above. (ii) call upon any person who is, at that time, an employee of the Company in a managerial capacity within the Territory for purposes the purpose or with the intent of Section 7.19(a)(ii)(E)). For enticing such employee away from or out of the avoidance employ of doubtthe Company (except Bxxxx Xxxxx for which the Company has agreed that Wilde may solicit) for a period from the date hereof through March 31, Xxxxxxx-Xxxxxx and its Subsidiaries may actively operate, manage and control any Person or business any of them acquire in accordance with clause (B) and/or clause (C).2009; (iii) Xxxxxxx-Xxxxxx call upon any person or entity which is, at that time, or which has been, within one (1) year prior to that time, a customer of the Company within the Territory for the purpose of soliciting or selling horizontal or directional drilling services within the Territory for a period from the date hereof through March 31, 2010; (iv) disclose the identity of the Company’s or its affiliates’ existing or proposed customers to any person or entity whatsoever, for any reason or purpose whatsoever. (c) Wilde agrees that this Section 3 is a material and Regis agree substantial part of Wilde’s agreement with the Company. (d) Because the Company will sustain great loss and damage as a result of the breach by Wilde of the covenants in this Section 3, and because of the immediate and irreparable damage that would be caused to the Company by such a breach for which it would have no adequate remedy since monetary damages alone would not be an adequate remedy, Wilde agrees that, in the event of a breach by Wilde of the covenants in this Agreement, such covenants may be enforced by the Company by, without limitation, injunctions and restraining orders and other forms of equitable relief and specific performance, without the necessity of posting any bond in connection therewith. (e) It is agreed by the parties that the covenants included in this Section 7.19(a) are 3 impose a reasonable restraint on Wilde in their geographic light of the activities and temporal coverage, business of the Company and that neither Xxxxxxx-Xxxxxx nor Regis shall raise any issue Wilde on the date of geographic or temporal reasonableness in any proceeding to enforce such covenant; provided, however, that if the provision of Section 7.19(a) should ever be deemed to exceed the time or geographic limitations or any other limitations permitted by Applicable Law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the minimum extent required by Applicable Law to cure such problem. Notwithstanding any other provision execution of this Agreement, it is understood Agreement and agreed that monetary damages would be inadequate in the case of any breach future plans of the covenants contained in Section 7.19(a), and that Regis shall be entitled to seek equitable relief, including the remedy of specific performance, with respect to any breach or attempted breach of such covenantsCompany.

Non-Competition. (ia) Xxxxxxx-Xxxxxx agrees that for For a period of 30 months following four years from the Closing Date it shall not and shall cause its Subsidiaries not to acquire, manage, operate, control or otherwise engage in any business of (A) operating or franchising retail stores within the United States, Canada, Mexico, Puerto Rico, the United Kingdom, Ireland, Germany and/or Japan (the “Restricted Territories”) that sell beauty care products of Xxxxxxx-Xxxxxx or any third Person or (B) distributing to salons and salon professionals within the Restricted Territories professional beauty care products of any unaffiliated third Person (collectively, “Restricted ActivitiesPeriod”). , except as permitted by this Section 4.15, Seller shall not (and shall cause each of its Affiliates not to), without the prior written consent of Buyer, (i) engage in or carry on any Competitive Activities (as defined in Exhibit D), or (ii) Section 7.19(a)(i) shall be deemed not breached as a result of (A) the ownership by Xxxxxxx-Xxxxxx or have an equity interest in any of its Subsidiaries of: (1) less than an aggregate of 5% of Person that engages in any class of capital stock of a Person engaged, directly or indirectly, in Restricted Competitive Activities; provided, however, that “Competitive Activities” shall in no event be deemed to include performing any act or conducting any business (A) contemplated by the Transition Services Agreement or the Continuing Relationship Agreement, or (B) to retail customers of Seller or any of its Affiliates or investment professionals licensed with Seller’s or Seller’s Affiliates’ private banking, wealth management or retail banking operations. (b) This Section 4.15 shall cease to apply (i) to any Person at such capital time as it is no longer an Affiliate of Seller, or (ii) upon the occurrence of an arm’s length transaction in which any Person acquires or combines with Seller in a transaction in which (A) Persons who are directors of Seller immediately prior to the consummation of the transaction do not constitute upon the consummation of such transaction a majority of the board of directors of the Person which survives such transaction (or the publicly traded parent thereof) and (B) the holders of the common stock of Seller hold upon the consummation thereof 60% or less of the shares of equity securities normally entitled to vote in the election of directors of such Person, and shall not apply to any Person that, in an arm’s length transaction, acquires or combines with one of Seller’s Affiliates or acquires assets, operations or a business from Seller or one of its Affiliates if such Person is not an Affiliate of Seller after such transaction is consummated. No restriction in this Section 4.15 shall apply to BlackRock, Inc. or any of its controlled Affiliates. (c) Notwithstanding the foregoing provisions of this Section 4.15, nothing in this Agreement shall preclude, prohibit or restrict Seller or any of its Affiliates from (i) acquiring, owning or holding up to 10% of the outstanding securities of any entity whose securities are listed or quoted and traded on a national securities exchange or market or any securities required to be registered under the Nasdaq National Market Exchange Act; (ii) holding or (2) less than 15% exercising rights of ownership with respect to any security in value of any instrument of indebtedness a fiduciary capacity or otherwise for the benefit of a Person engaged, directly or indirectly, in Restricted Activities, third party not affiliated with Seller; (Biii) Xxxxxxx-Xxxxxx or any of its Subsidiaries acquiring control of any Person or business that for the fiscal year immediately preceding such acquisition derived less than 10% of its revenues from Restricted Activities, (C) Xxxxxxx-Xxxxxx or any of its Subsidiaries acquiring control of any Person or business that for the fiscal year immediately preceding such acquisition derived more than 10% of its revenues the outstanding capital stock or other equity interests in, but less than 35a Controlling Interest in, any Person that derives 25% or less of its total annual revenues in its most recent fiscal year from Competitive Activities; or (iv) acquiring a Controlling Interest in any Person that derives less than 25% of its total annual revenues from Restricted Activities so long as it shall use in its reasonable best efforts to divest such operations as promptly as practicable and in any event within 12 months after the consummation of such acquisition of control, (D) Xxxxxxx-Xxxxxx or any of its Subsidiaries owning an interest acquired as a creditor in bankruptcy or otherwise than by a voluntary investment decision in a Person or business that for the most recent fiscal year immediately preceding the acquisition of such interest by Xxxxxxx-Xxxxxx or any of its Subsidiaries derived 10% or more of its revenues from Restricted Competitive Activities, so long as Xxxxxxx-Xxxxxx or its applicable Subsidiary shall use its reasonable best efforts to divest such interest as promptly as practicable and in any event within 12 months after the acquisition of such interest; provided, however, that Xxxxxxx-Xxxxxx and its Subsidiaries shall not be required to divest any such interest acquired pursuant to in the case of this clause (Div) if Seller shall divest or enter into a binding agreement to divest to an unaffiliated third party, or cause its fair market value at the time applicable Affiliate to divest or enter into such an agreement, with respect to that portion of such acquisition is less than $1,000,000Person that engages in Competitive Activities as soon as reasonably practicable, (E) Xxxxxxx-Xxxxxx and its Subsidiaries operating up to ten retail stores that sell beauty care products, (F) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing their branded professional beauty care products directly or through distributors to salons and salon professionals, (G) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing professional beauty care products of any third Person directly to salons and salon professionals within the Restricted Territories if any member of the Xxxxxxx-Xxxxxx Group as of the date hereof sells and distributes such products and which sales will in no event exceed 2% of the consolidated net sales of Xxxxxxx-Xxxxxx in any fiscal year event not later than one year, following the acquisition of such ownership or interest (H) Xxxxxxx-Xxxxxx and its Subsidiaries operating their company stores except that the obligations set forth in any office, plant or warehouse owned or leased by Xxxxxxx-Xxxxxx this proviso shall not apply to Seller or any of its Subsidiaries (each of which shall not be deemed to be a retail store for purposes of Section 7.19(a)(ii)(E)). For Affiliates in the avoidance of doubt, Xxxxxxx-Xxxxxx and its Subsidiaries may actively operate, manage and control any Person event that Seller or business any of them acquire in accordance with clause its Affiliates consummate the acquisition of such Controlling Interest at any time during the final year of the Restricted Period); or (Bv) and/or clause (C)performing any act or conducting any business contemplated by this Agreement or the Transition Services Agreement. (iiid) Xxxxxxx-Xxxxxx If Seller breaches, or threatens to commit a breach of, any of the provisions of this Section 4.15, Buyer and Regis agree the Company shall have the right in addition to, and not in lieu of, any other rights and remedies available to Buyer or the Company under law or in equity (including the right and remedy to recover from Seller all monetary damages suffered by Buyer or the Company or any Subsidiary of the Company, as the case may be, as the result of any acts or omissions constituting a breach of this Section 4.15) to have such provision specifically enforced by any court having jurisdiction, it being acknowledged and agreed that any such breach or threatened breach may cause irreparable injury to each of Buyer and the Company and that money damages may not provide an adequate remedy to Buyer or the Company. (e) Seller acknowledges that the covenants included restrictions contained in this Section 7.19(a) 4.15 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in their geographic and temporal coverage, and that neither Xxxxxxx-Xxxxxx nor Regis shall raise any issue of geographic or temporal reasonableness in any proceeding to enforce such covenant; provided, however, that if the provision of this Section 7.19(a) 4.15 should ever be deemed adjudicated to exceed the time time, geographic, product or geographic limitations service, or any other limitations permitted by Applicable Law in any jurisdiction, then any court of competent jurisdiction is expressly empowered to reform such provisions covenant, and such covenant shall be deemed reformed reformed, in such jurisdiction to the minimum extent required maximum time, geographic, product or service, or other limitations permitted by Applicable Law to cure such problemLaw. Notwithstanding any other provision of this Agreement, it is understood and agreed that monetary damages would be inadequate in the case of any breach of the The covenants contained in this Section 7.19(a)4.15 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and that Regis any such invalidity or unenforceability in any jurisdiction shall be entitled to seek equitable relief, including the remedy of specific performance, with respect to not invalidate or render unenforceable such covenant or provision in any breach or attempted breach of such covenantsother jurisdiction.

Non-Competition. The Sellers shall not, and shall procure that no Sellers Group Company or Connected Person of any Sellers Group Company shall, at any time before the earlier to occur of: (A) after 1 August 2024, the Sellers and the Sellers’ Affiliates ceasing to own any shares in the Buyer and ceasing to have any appointee on the board of the Buyer; and (B) 1 August, 2026, compete with the Target Group in the transport of liquefied gases and petrochemical gases on vessels below 25.000 CBM or in any other industry that can reasonably be regarded as being or likely to be in competition with any trade or business in the relevant markets as understood by the business concerned or the industry in which the Target Group carries on its business at the Completion Date (“Competing Business”). Notwithstanding the foregoing: (i) Xxxxxxx-Xxxxxx agrees that for a period of 30 months following the Closing Date it nothing in this Agreement shall not and shall cause its Subsidiaries not to acquireprohibit, manage, operate, control preclude or otherwise engage in any business way restrict the Sellers Group Company or its Connected Persons, from: (i) purchasing or acquiring, or being the holder or beneficial owner of, up to five percent (5%) of the outstanding equity securities of any Person, including a Competing Business; (Aii) operating acquiring and, after such acquisition, owning an interest in any Person (or franchising retail stores within the United States, Canada, Mexico, Puerto Rico, the United Kingdom, Ireland, Germany and/or Japan (the “Restricted Territories”its successor) that sell beauty care products conducts a Competing Business if the annual revenue generated by such Competing Business in the last completed fiscal year of Xxxxxxx-Xxxxxx or such Person did not exceed ten percent (10%) of such Person’s consolidated annual revenues for such fiscal year, and (iii) conducting any third Person or local trades (Bcabotage) distributing to salons and salon professionals within the Restricted Territories professional beauty care products of any unaffiliated third Person (collectively, “Restricted Activities”)in Latin American countries. (ii) Section 7.19(a)(i) subject to applicable anti-trust laws, nothing in this Agreement shall be deemed not breached prohibit, preclude or in any way restrict any director of the Sellers Group Company or its Connected Persons from, whether in such director’s personal capacity or as a result manager, partner, director, officer or other control person of (A) an investment fund, investing in, participating in or directing the ownership by Xxxxxxx-Xxxxxx investment in, serving on the board of directors or any of its Subsidiaries similar governing body of: (1) less than an aggregate of 5% of any class of capital stock of a Person engaged, directly receiving information rights in or indirectlyparticipating in other customary activities related to investments in, in Restricted Activities; provided, however, that such capital stock is listed or quoted on a national securities exchange or the Nasdaq National Market or (2) less than 15% in value of any instrument of indebtedness of a Person engaged, directly or indirectly, in Restricted Activities, (B) Xxxxxxx-Xxxxxx or any of its Subsidiaries acquiring control of any Person or business that for the fiscal year immediately preceding such acquisition derived less than 10% of its revenues from Restricted Activities, (C) Xxxxxxx-Xxxxxx or any of its Subsidiaries acquiring control of any Person or business that for the fiscal year immediately preceding such acquisition derived more than 10% of its revenues but less than 35% of its revenues from Restricted Activities so long as it shall use its reasonable best efforts to divest such operations as promptly as practicable and in any event within 12 months after the consummation of such acquisition of control, (D) Xxxxxxx-Xxxxxx or any of its Subsidiaries owning an interest acquired as a creditor in bankruptcy or otherwise than by a voluntary investment decision is engaged in a Person or business that for the fiscal year immediately preceding the acquisition of such interest by Xxxxxxx-Xxxxxx or any of its Subsidiaries derived 10% or more of its revenues from Restricted Activities, so long as Xxxxxxx-Xxxxxx or its applicable Subsidiary shall use its reasonable best efforts to divest such interest as promptly as practicable and in any event within 12 months after the acquisition of such interest; provided, however, that Xxxxxxx-Xxxxxx and its Subsidiaries shall not be required to divest any such interest acquired pursuant to this clause (D) if its fair market value at the time of such acquisition is less than $1,000,000, (E) Xxxxxxx-Xxxxxx and its Subsidiaries operating up to ten retail stores that sell beauty care products, (F) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing their branded professional beauty care products directly or through distributors to salons and salon professionals, (G) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing professional beauty care products of any third Person directly to salons and salon professionals within the Restricted Territories if any member of the Xxxxxxx-Xxxxxx Group as of the date hereof sells and distributes such products and which sales will in no event exceed 2% of the consolidated net sales of Xxxxxxx-Xxxxxx in any fiscal year or (H) Xxxxxxx-Xxxxxx and its Subsidiaries operating their company stores in any office, plant or warehouse owned or leased by Xxxxxxx-Xxxxxx or any of its Subsidiaries (each of which shall not be deemed to be a retail store for purposes of Section 7.19(a)(ii)(E)). For the avoidance of doubt, Xxxxxxx-Xxxxxx and its Subsidiaries may actively operate, manage and control any Person or business any of them acquire in accordance with clause (B) and/or clause (C)Competing Business. (iii) Xxxxxxx-Xxxxxx and Regis agree that the covenants included in Section 7.19(a) are reasonable in their geographic and temporal coverage, and that neither Xxxxxxx-Xxxxxx nor Regis shall raise any issue of geographic or temporal reasonableness in any proceeding to enforce such covenant; provided, however, that if the provision of Section 7.19(a) should ever be deemed to exceed the time or geographic limitations or any other limitations permitted by Applicable Law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the minimum extent required by Applicable Law to cure such problem. Notwithstanding any other provision of this Agreement, it is understood and agreed that monetary damages would be inadequate in the case of any breach of the covenants contained in Section 7.19(a), and that Regis shall be entitled to seek equitable relief, including the remedy of specific performance, with respect to any breach or attempted breach of such covenants.

Non-Competition. (a) The parties to this Section 5.9 include the Stockholder and his spouse (together, the "Noncompete Parties"). The Noncompete Parties have negotiated the non-competition provisions of this Agreement as an integral part of the transaction. The Noncompete Parties acknowledge that the Buyer is willing to pay the Purchase Price and proceed with the transaction because of the Company's customer relationships, growth potential, and other prospects, and that such prospects would be severely and irreparably harmed by competition from the Noncompete Parties and/or their Affiliates. The Noncompete Parties further acknowledge that the Buyer would not have entered into this Agreement without the non-competition provisions contained herein. The Noncompete Parties willingly agree to the non-competition provisions of Section 5.9(b) hereof and agree that the non-competition provisions are reasonable and are necessary to induce the Buyer to enter into this Agreement. (b) For a period of five (5) years following the later of (x) the Closing or (y) the last day of the Stockholder's employment by the Company, Buyer, or an Affiliate of either, the Noncompete Parties agree that they will not, directly or indirectly, through any Affiliate or otherwise, (i) Xxxxxxx-Xxxxxx agrees that for a period except in the course of 30 months following the Closing Date it shall not and shall cause its Subsidiaries not to acquireemployment with Buyer or an Affiliate, engage or invest in, own, manage, operate, finance, control, or participate in the ownership, management, operation, financing, or control of, be employed by, associated with, or otherwise engage in any manner connected with, lend their name or any similar name to, lend their credit to or render services or advice to, any Competitive Business that engages in business of (A) operating or franchising retail stores within in the United States, Canada, Mexico, Puerto Rico, the United Kingdom, Ireland, Germany and/or Japan (the “Restricted Territories”) that sell beauty care products of Xxxxxxx-Xxxxxx or any third Person or (B) distributing to salons and salon professionals within the Restricted Territories professional beauty care products of any unaffiliated third Person (collectively, “Restricted Activities”). (ii) Section 7.19(a)(i) shall be deemed not breached as a result of (A) the ownership by Xxxxxxx-Xxxxxx or any of its Subsidiaries of: (1) less than an aggregate of 5% of any class of capital stock of a Person engaged, directly or indirectly, in Restricted Activities; provided, however, that any such capital stock is person may purchase or otherwise acquire up to (but not more than) one percent as an aggregate of all such purchases and acquisitions of any class of securities of any enterprise (but without otherwise participating in the activities of such enterprise) if such securities are listed on any national or quoted on a national regional securities exchange or have been registered under Section 12(g) of the Nasdaq National Market Securities Exchange Act of 1934; (ii) whether for their own account or (2) less than 15% in value for the account of any instrument other person, at any time after the Closing, solicit business of indebtedness of a Person engaged, directly the same or indirectly, in Restricted Activities, (B) Xxxxxxx-Xxxxxx similar type being carried on by Buyer or any Affiliate, from any person that is or was a customer of its Subsidiaries acquiring control of any Person or business that for the fiscal year immediately preceding such acquisition derived less than 10% of its revenues from Restricted ActivitiesCompany, (C) Xxxxxxx-Xxxxxx Buyer, or any Affiliate, whether or not they had personal contact with such person during and by reason of its Subsidiaries acquiring control of any Person employment with the Company, Buyer, or business that for the fiscal year immediately preceding such acquisition derived more than 10% of its revenues but less than 35% of its revenues from Restricted Activities so long as it shall use its reasonable best efforts to divest such operations as promptly as practicable and in any event within 12 months after the consummation of such acquisition of control, (D) Xxxxxxx-Xxxxxx or any of its Subsidiaries owning an interest acquired as a creditor in bankruptcy or otherwise than by a voluntary investment decision in a Person or business that for the fiscal year immediately preceding the acquisition of such interest by Xxxxxxx-Xxxxxx or any of its Subsidiaries derived 10% or more of its revenues from Restricted Activities, so long as Xxxxxxx-Xxxxxx or its applicable Subsidiary shall use its reasonable best efforts to divest such interest as promptly as practicable and in any event within 12 months after the acquisition of such interest; provided, however, that Xxxxxxx-Xxxxxx and its Subsidiaries shall not be required to divest any such interest acquired pursuant to this clause (D) if its fair market value at the time of such acquisition is less than $1,000,000, (E) Xxxxxxx-Xxxxxx and its Subsidiaries operating up to ten retail stores that sell beauty care products, (F) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing their branded professional beauty care products directly or through distributors to salons and salon professionals, (G) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing professional beauty care products of any third Person directly to salons and salon professionals within the Restricted Territories if any member of the Xxxxxxx-Xxxxxx Group as of the date hereof sells and distributes such products and which sales will in no event exceed 2% of the consolidated net sales of Xxxxxxx-Xxxxxx in any fiscal year or (H) Xxxxxxx-Xxxxxx and its Subsidiaries operating their company stores in any office, plant or warehouse owned or leased by Xxxxxxx-Xxxxxx or any of its Subsidiaries (each of which shall not be deemed to be a retail store for purposes of Section 7.19(a)(ii)(E)). For the avoidance of doubt, Xxxxxxx-Xxxxxx and its Subsidiaries may actively operate, manage and control any Person or business any of them acquire in accordance with clause (B) and/or clause (C).Affiliate; (iii) Xxxxxxx-Xxxxxx and Regis agree that whether for their own account or the covenants included in Section 7.19(a) are reasonable in their geographic and temporal coverageaccount of any other person at any time after Closing solicit, and that neither Xxxxxxx-Xxxxxx nor Regis shall raise employ, or otherwise engage as an employee, independent contractor, or otherwise, any issue person who is or was an employee or independent contractor of geographic the Company, Buyer, or temporal reasonableness an Affiliate, or in any proceeding manner induce or attempt to enforce such covenantinduce any employee of the Company, Buyer, or an Affiliate to terminate his or her employment with the Company, Buyer, or an Affiliate; or at any time interfere with the Company's relationship with any person, including any person who at any time was an employee, contractor, supplier, or customer of the Company, Buyer, or an Affiliate (provided, howeverthat (A) the Stockholder shall employ the persons who are employed at Closing in the Redeemed Business as listed on Exhibit C and (B) at any time after January 1, that if 2001, the provision of Section 7.19(a) should ever be deemed to exceed the time or geographic limitations Stockholder or any Affiliate may employ any of C);the persons listed on Part 5.9(b)(iii) of the Disclosure Exhibit in a business that does not violate the other limitations permitted by Applicable Law in any jurisdiction, then provisions hereof so long as the Buyer's CEO approves the employment or the individual provides at least 180 days' notice of his or her intent to accept such provisions shall be deemed reformed in such jurisdiction employment to the minimum extent required by Applicable Law to cure such problem. Notwithstanding Buyers CEO); or (iv) at any other provision time after Closing, disparage the Company, Buyer, or any Affiliate, or any of their shareholders, directors, officers, employees, or agents. (c) For purposes of this Agreement, it is understood "Competitive Business" shall mean the interstate and/or intrastate transportation of freight, including truckload and agreed that monetary damages would less-than-truckload carriage, intermodal service, and brokerage, logistics, agent, consolidation, and other freight-related operations. Competitive Business shall include, but not be inadequate in limited to, dry van, temperature-controlled van, and flatbed operations. Competitive Business shall not include the case of any breach Stockholder's continued operation of the covenants contained Redeemed Business if it involves a "Permitted Business", which includes only (i) the movement of household goods and (ii) the movement of goods for a customer of the Redeemed Business, involving freight being moved 150 miles or less and to or from a warehouse owned by the Redeemed Business, in Section 7.19(a)each case as limited by the next four sentences. In the household goods operation, and that Regis the Stockholder (directly or indirectly through the Redeemed Business or otherwise) shall be entitled permitted to seek equitable relief, including operate up to ten (10) trucks. In other permitted operations the remedy of specific performance, Stockholder (directly or indirectly through The operation in connection with respect the Redeemed Business may usethe Redeemed Business or otherwise) shall be permitted to any breach or attempted breach of such covenants.operate up to five

Non-Competition. (ia) Xxxxxxx-Xxxxxx agrees that During his employment by the Company and for a period of 30 six (6) months following thereafter, Employee will not, unless acting with the Closing Date it shall not and shall cause its Subsidiaries not to acquireprior written consent of the Managers, directly or indirectly, own, manage, operate, join, control or participate in the ownership, management, operation or control, or be connected as an officer, director, manager, member, employee, partner, principal, agent, representative, consultant or otherwise engage with or use or permit his name to be used in connection with, (i) any business or enterprise that competes with the BPL Entities or any of their Subsidiaries or Affiliates or the Partnerships in any business or enterprise that contributes more than ten percent (10%) of the BPL Entities’ or any of their Subsidiaries’ or Affiliates’ or the Partnerships’ revenue, either during his employment by the Company or on the Termination Date, as applicable, in any state in which such business or enterprise is so operated (Awhether or not such business is physically located within those areas) operating or franchising retail stores within the United States, Canada, Mexico, Puerto Rico, the United Kingdom, Ireland, Germany and/or Japan (the “Restricted Territories”) that sell beauty care products of Xxxxxxx-Xxxxxx or any third Person or (B) distributing to salons and salon professionals within the Restricted Territories professional beauty care products of any unaffiliated third Person (collectively, “Restricted ActivitiesGeographic Area”). , or (ii) Section 7.19(a)(i) shall be deemed not breached as in any business or enterprise that is a result customer of (A) the ownership by Xxxxxxx-Xxxxxx BPL Entities or any of their Subsidiaries or Affiliates or the Partnerships if the BPL Entities or any of their Subsidiaries or Affiliates or the Partnerships derive at least five percent of its respective gross revenues either during his employment by the Company or on the Termination Date, as applicable, from such customer. It is recognized by Employee that the business of the BPL Entities or any of their Subsidiaries of: (1) less than an aggregate of 5% of any class of capital stock of a Person engagedand Affiliates and the Partnerships and Employee’s connection therewith is or will be involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. Employee also shall not, directly or indirectly, during such six (6) month period (i) solicit or divert business from, or attempt to convert any client, account or customer of the BPL Entities or any of their Subsidiaries or Affiliates or the Partnerships, whether existing at the date hereof or acquired during Employee’s employment nor (ii) following Employee’s employment, solicit or attempt to hire any then employee of the BPL Entities or any of their Subsidiaries or Affiliates or the Partnerships. This non-competition provision will not apply, and will have no force or effect, in Restricted Activities; providedthe event Employee’s employment is terminated by the Company within one (1) year of the date hereof for any reason other than Cause. (b) The foregoing restriction shall not be construed to prohibit the ownership by Employee of less than five percent (5%) of any class of securities of any corporation which is engaged in any of the foregoing businesses having a class of securities registered pursuant to the Exchange Act, however, provided that such capital stock is listed or quoted on ownership represents a national securities exchange or the Nasdaq National Market or (2) less than 15% passive investment and that neither Employee nor any group of persons including Employee in value of any instrument of indebtedness of a Person engagedway, either directly or indirectly, in Restricted Activitiesmanages or exercises control of any such corporation, (B) Xxxxxxx-Xxxxxx or guarantees any of its Subsidiaries acquiring control of financial obligations, otherwise takes any Person part in its business, other than exercising his rights as a shareholder, or business that for the fiscal year immediately preceding such acquisition derived less than 10% of its revenues from Restricted Activities, (C) Xxxxxxx-Xxxxxx or seeks to do any of its Subsidiaries acquiring control of any Person or business that for the fiscal year immediately preceding such acquisition derived more than 10% of its revenues but less than 35% of its revenues from Restricted Activities so long as it shall use its reasonable best efforts to divest such operations as promptly as practicable and in any event within 12 months after the consummation of such acquisition of control, (D) Xxxxxxx-Xxxxxx or any of its Subsidiaries owning an interest acquired as a creditor in bankruptcy or otherwise than by a voluntary investment decision in a Person or business that for the fiscal year immediately preceding the acquisition of such interest by Xxxxxxx-Xxxxxx or any of its Subsidiaries derived 10% or more of its revenues from Restricted Activities, so long as Xxxxxxx-Xxxxxx or its applicable Subsidiary shall use its reasonable best efforts to divest such interest as promptly as practicable and in any event within 12 months after the acquisition of such interest; provided, however, that Xxxxxxx-Xxxxxx and its Subsidiaries shall not be required to divest any such interest acquired pursuant to this clause (D) if its fair market value at the time of such acquisition is less than $1,000,000, (E) Xxxxxxx-Xxxxxx and its Subsidiaries operating up to ten retail stores that sell beauty care products, (F) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing their branded professional beauty care products directly or through distributors to salons and salon professionals, (G) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing professional beauty care products of any third Person directly to salons and salon professionals within the Restricted Territories if any member of the Xxxxxxx-Xxxxxx Group as of the date hereof sells and distributes such products and which sales will in no event exceed 2% of the consolidated net sales of Xxxxxxx-Xxxxxx in any fiscal year or (H) Xxxxxxx-Xxxxxx and its Subsidiaries operating their company stores in any office, plant or warehouse owned or leased by Xxxxxxx-Xxxxxx or any of its Subsidiaries (each of which shall not be deemed to be a retail store for purposes of Section 7.19(a)(ii)(E)). For the avoidance of doubt, Xxxxxxx-Xxxxxx and its Subsidiaries may actively operate, manage and control any Person or business any of them acquire in accordance with clause (B) and/or clause (C)foregoing. (iii) Xxxxxxx-Xxxxxx and Regis agree that the covenants included in Section 7.19(a) are reasonable in their geographic and temporal coverage, and that neither Xxxxxxx-Xxxxxx nor Regis shall raise any issue of geographic or temporal reasonableness in any proceeding to enforce such covenant; provided, however, that if the provision of Section 7.19(a) should ever be deemed to exceed the time or geographic limitations or any other limitations permitted by Applicable Law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the minimum extent required by Applicable Law to cure such problem. Notwithstanding any other provision of this Agreement, it is understood and agreed that monetary damages would be inadequate in the case of any breach of the covenants contained in Section 7.19(a), and that Regis shall be entitled to seek equitable relief, including the remedy of specific performance, with respect to any breach or attempted breach of such covenants.

Non-Competition. (ia) Xxxxxxx-Xxxxxx agrees that Except as expressly provided herein, in the Manufacturing Agreement or in the Transitional Services Agreement, for a period of 30 months following two years from and after the Closing Date it shall not and shall cause its Subsidiaries not to acquire, manage, operate, control or otherwise engage in any business of (A) operating or franchising retail stores within the United States, Canada, Mexico, Puerto Rico, the United Kingdom, Ireland, Germany and/or Japan (the “Restricted Territories”) that sell beauty care products of Xxxxxxx-Xxxxxx or any third Person or (B) distributing to salons and salon professionals within the Restricted Territories professional beauty care products of any unaffiliated third Person (collectively, “Restricted ActivitiesPeriod”). (ii) Section 7.19(a)(i) , Seller shall be deemed not breached as a result of (A) the ownership by Xxxxxxx-Xxxxxx or any not, and shall cause each of its Subsidiaries of: (1) less than an aggregate of 5% of any class of capital stock of a Person engagedaffiliates not to, directly or indirectly, engage in Restricted the business of manufacturing, marketing, distributing or selling salad dressing products for sale in retail channels in the United States or in Canada (the “Competing Activities”); provided, however, that such capital stock is listed Seller and its affiliates may own or quoted on a national securities exchange or the Nasdaq National Market or (2) less than 15% in value of any instrument of indebtedness of a Person engagedacquire, directly or indirectly, (i) the securities of any person that engages in Restricted Activitiesany of the Competing Activities if Seller and its affiliates do not, directly or indirectly, own more than 20% of the aggregate outstanding equity securities of such person and (Bii) Xxxxxxx-Xxxxxx any person that engages in any of the Competing Activities if such Competing Activities account for less than 20% of the consolidated annual revenues or assets of such person. (b) Notwithstanding anything in Section 5.05(a) to the contrary, none of Seller and any of its Subsidiaries acquiring control of affiliates shall be prevented from (i) engaging in or having an ownership interest in any Person or business that engages in the business of manufacturing, marketing, distributing or selling salad dressing products, marinades or dips for the fiscal year immediately preceding such acquisition derived less than 10% of its revenues from Restricted Activitiessale in foodservice channels, (Cii) Xxxxxxx-Xxxxxx engaging in or having an ownership interest in any business which it currently engages in or has an ownership interest in (including any such business that manufactures, markets, distribute or sells salad dressing products, marinades or dips), including (x) any reasonable extension or development of such business and (y) any geographical expansion of such business, (iii) engaging in or having an ownership interest in any business that supplies goods or services primarily to Seller or its affiliates and (iv) treating the provisions of Section 5.05(a) as having terminated at the time and to the extent none of Purchaser and its subsidiaries continues to conduct in any material respect any aspect of the Business. Notwithstanding the foregoing, during the Restricted Period, clause (ii) of this Section 5.05(b) shall not be deemed to permit the manufacturing, marketing, distribution or selling of salad dressing products, marinades or dips for sale by Seller or any of its Subsidiaries acquiring control of any Person Seller Affiliate in retail channels in the United States or business that for the fiscal year immediately preceding such acquisition derived more than 10% of its revenues but less than 35% of its revenues from Restricted Activities so long as it shall use its reasonable best efforts to divest such operations as promptly as practicable and in any event within 12 months after the consummation of such acquisition of control, (D) Xxxxxxx-Xxxxxx or any of its Subsidiaries owning an interest acquired as a creditor in bankruptcy or otherwise than by a voluntary investment decision in a Person or business that for the fiscal year immediately preceding the acquisition of such interest by Xxxxxxx-Xxxxxx or any of its Subsidiaries derived 10% or more of its revenues from Restricted Activities, so long as Xxxxxxx-Xxxxxx or its applicable Subsidiary shall use its reasonable best efforts to divest such interest as promptly as practicable and in any event within 12 months after the acquisition of such interestCanada; provided, however, the parties hereby acknowledge (A) that Xxxxxxx-Xxxxxx and its Subsidiaries shall not be required to divest any such interest acquired pursuant to this clause (D) if its fair market value at the time de minimis quantities of such acquisition is less than $1,000,000, (E) Xxxxxxx-Xxxxxx and its Subsidiaries operating up to ten retail stores that sell beauty care salad dressing products, (F) Xxxxxxx-Xxxxxx and its Subsidiaries selling marinades or distributing their branded professional beauty care products directly or through distributors to salons and salon professionals, (G) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing professional beauty care products of any third Person directly to salons and salon professionals within the Restricted Territories if any member dips sold by Seller outside of the Xxxxxxx-Xxxxxx Group as of the date hereof sells United States and distributes Canada may be resold, marketed or distributed by third parties within either such products country and which sales will in no event exceed 2% of the consolidated net sales of Xxxxxxx-Xxxxxx in any fiscal year or (H) Xxxxxxx-Xxxxxx and its Subsidiaries operating their company stores in any office, plant or warehouse owned or leased by Xxxxxxx-Xxxxxx or any of its Subsidiaries (each of which shall not be deemed to be a retail store for purposes of Section 7.19(a)(ii)(E)). For the avoidance of doubt, Xxxxxxx-Xxxxxx and its Subsidiaries may actively operate, manage and control any Person or business any of them acquire in accordance with clause (B) and/or clause (C). (iii) Xxxxxxx-Xxxxxx and Regis agree that the covenants included Seller shall not have any liability to Purchaser whatsoever in Section 7.19(a) are reasonable in their geographic and temporal coverage, and that neither Xxxxxxx-Xxxxxx nor Regis shall raise any issue of geographic connection with or temporal reasonableness in any proceeding to enforce such covenant; provided, however, that if the provision of Section 7.19(a) should ever be deemed to exceed the time or geographic limitations or any other limitations permitted by Applicable Law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the minimum extent required by Applicable Law to cure such problem. Notwithstanding any other provision of this Agreement, it is understood and agreed that monetary damages would be inadequate in the case as a result of any breach of the covenants contained in Section 7.19(a), and that Regis shall be entitled to seek equitable relief, including the remedy of specific performance, with respect to any breach or attempted breach of such covenantsthird party actions.

Non-Competition. The Company, on its behalf and on behalf of its Subsidiaries and other Affiliates, hereby acknowledges that the Company is familiar with trade secrets with respect to the conduct and operation of the Business and with other Confidential Information of the Buyer. The Company, on its behalf and on behalf of its Subsidiaries and other Affiliates, acknowledges and agrees that the Business would be irreparably damaged if the Company, its Subsidiaries and/or its other Affiliates were to provide services, including manufacturing, testing, developing, distributing, marketing, using, selling, supplying or otherwise dealing with any products that compete, directly or indirectly, with the Business and that any such competition by the Company, its Subsidiaries or any of their respective Affiliates would result in a significant loss of goodwill related to the Business. The Company, on its behalf and on behalf of its Subsidiaries and other Affiliates, further acknowledges and agrees that the covenants and agreements set forth in this Section 4.5 are a material inducement to the Buyer to enter into this Agreement and to perform its obligations hereunder, and that the Buyer would not obtain the benefit of the bargain set forth in this Agreement as specifically negotiated by the parties hereto if the Company, its Subsidiaries and/or its other Affiliates breached the provisions of this Section 4.5. Therefore, the Company, on its behalf and on behalf of its Subsidiaries and other Affiliates, agree, in further consideration of the amounts to be paid hereunder for the Transferred Assets sold by the Company, its Subsidiaries and their respective Affiliates, that neither the Company nor any of its Subsidiaries shall (and shall cause their respective Affiliates not to) directly or indirectly own any interest in, manage, control, participate in (whether as an officer, director, employee, partner, agent, representative or otherwise), consult with, render services for, or in any other manner engage anywhere in any business which manufactures, tests, develops, distributes, markets, uses, sells, supplies, or otherwise deals with any products that compete, directly or indirectly, with (i) Xxxxxxx-Xxxxxx agrees that in the case of any Indocin Product, for a period of 30 time from the Closing Date until the expiration of eighteen (18) calendar months following the Closing Date it shall not and shall cause its Subsidiaries not to acquire, manage, operate, control or otherwise engage in any business of (A) operating or franchising retail stores within the United States, Canada, Mexico, Puerto Rico, the United Kingdom, Ireland, Germany and/or Japan (the “Restricted Territories”) that sell beauty care products of Xxxxxxx-Xxxxxx or any third Person or (B) distributing to salons and salon professionals within the Restricted Territories professional beauty care products of any unaffiliated third Person (collectively, “Restricted Activities”). (ii) Section 7.19(a)(iin the case of any other nonsteroidal anti-inflammatory Product, for a period of time from the Closing Date until the first (1st) anniversary of the Closing Date; provided, that nothing herein shall be deemed not breached as a result of (A) prohibit the ownership by Xxxxxxx-Xxxxxx Company or any of its Subsidiaries of: or other Affiliates from being a passive owner of not more than two percent (12%) less than an aggregate of 5% the outstanding securities of any class of capital stock of a Person engaged, directly or indirectly, in Restricted Activities; provided, however, that such capital stock is listed or quoted on a national securities exchange or the Nasdaq National Market or (2) less than 15% in value of any instrument of indebtedness of a Person engaged, directly or indirectly, in Restricted Activities, (B) Xxxxxxx-Xxxxxx or any of its Subsidiaries acquiring control of any Person company or business that for the fiscal year immediately preceding such acquisition derived less than 10% of its revenues from Restricted Activities, (C) Xxxxxxx-Xxxxxx or any of its Subsidiaries acquiring control of any Person or business that for the fiscal year immediately preceding such acquisition derived more than 10% of its revenues but less than 35% of its revenues from Restricted Activities which is publicly traded so long as it shall use its reasonable best efforts to divest such operations as promptly as practicable and in any event within 12 months after the consummation none of such acquisition of control, (D) Xxxxxxx-Xxxxxx or Persons has any of its Subsidiaries owning an interest acquired as a creditor active participation in bankruptcy or otherwise than by a voluntary investment decision in a Person or the business that for the fiscal year immediately preceding the acquisition of such interest by Xxxxxxx-Xxxxxx company or any of its Subsidiaries derived 10% or more of its revenues from Restricted Activities, so long as Xxxxxxx-Xxxxxx or its applicable Subsidiary shall use its reasonable best efforts to divest such interest as promptly as practicable and in any event within 12 months after the acquisition of such interest; provided, however, that Xxxxxxx-Xxxxxx and its Subsidiaries shall not be required to divest any such interest acquired pursuant to this clause (D) if its fair market value at the time of such acquisition is less than $1,000,000, (E) Xxxxxxx-Xxxxxx and its Subsidiaries operating up to ten retail stores that sell beauty care products, (F) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing their branded professional beauty care products directly or through distributors to salons and salon professionals, (G) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing professional beauty care products of any third Person directly to salons and salon professionals within the Restricted Territories if any member of the Xxxxxxx-Xxxxxx Group as of the date hereof sells and distributes such products and which sales will in no event exceed 2% of the consolidated net sales of Xxxxxxx-Xxxxxx in any fiscal year or (H) Xxxxxxx-Xxxxxx and its Subsidiaries operating their company stores in any office, plant or warehouse owned or leased by Xxxxxxx-Xxxxxx or any of its Subsidiaries (each of which shall not be deemed to be a retail store for purposes of Section 7.19(a)(ii)(E)). For the avoidance of doubt, Xxxxxxx-Xxxxxx and its Subsidiaries may actively operate, manage and control any Person or business any of them acquire in accordance with clause (B) and/or clause (C)business. (iii) Xxxxxxx-Xxxxxx and Regis agree that the covenants included in Section 7.19(a) are reasonable in their geographic and temporal coverage, and that neither Xxxxxxx-Xxxxxx nor Regis shall raise any issue of geographic or temporal reasonableness in any proceeding to enforce such covenant; provided, however, that if the provision of Section 7.19(a) should ever be deemed to exceed the time or geographic limitations or any other limitations permitted by Applicable Law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the minimum extent required by Applicable Law to cure such problem. Notwithstanding any other provision of this Agreement, it is understood and agreed that monetary damages would be inadequate in the case of any breach of the covenants contained in Section 7.19(a), and that Regis shall be entitled to seek equitable relief, including the remedy of specific performance, with respect to any breach or attempted breach of such covenants.

Non-Competition. ‌ (ia) Xxxxxxx-Xxxxxx ITW agrees that for a the period of 30 months following from the Closing Date until the second anniversary of the date ITW beneficially owns less than 50% of the Common Units it beneficially owns as of the Closing (the “Non-Competition Period”) it shall not not, and shall cause its Subsidiaries the Non-Company Affiliates not to acquireto, manage, operate, control or otherwise engage in any business of (A) operating or franchising retail stores within the United States, Canada, Mexico, Puerto Rico, the United Kingdom, Ireland, Germany and/or Japan (the “Restricted Territories”) that sell beauty care products of Xxxxxxx-Xxxxxx or any third Person or (B) distributing to salons and salon professionals within the Restricted Territories professional beauty care products of any unaffiliated third Person Business anywhere in the world (collectivelyeach, a “Restricted ActivitiesCompetitive Activity”). (ii) Section 7.19(a)(i) ; provided that the foregoing shall be deemed not breached as a result of (A) the ownership by Xxxxxxx-Xxxxxx prohibit ITW or any of its Affiliates from collectively owning (i) the Common Units or other equity interests in the Company (or any successor entity) or participating in the management of the Company and the Company Subsidiaries of: pursuant to this Agreement and the Ancillary Agreements or (1ii) less than up to an aggregate of 5% five percent of the outstanding shares of any class of capital stock of any publicly traded Person that engages in any Competitive Activity (a Person engaged“Competing Person”) so long as neither ITW nor any of its Affiliates has any participation in the management (excluding directorships or substantially similar positions) of such Competing Person.‌ (b) Notwithstanding anything to the contrary in the foregoing, directly or indirectly, nothing in Restricted Activities; provided, however, that such capital stock is listed or quoted on a national securities exchange or the Nasdaq National Market or this Section (2A) less than 15% in value of any instrument of indebtedness of a Person engaged, directly or indirectly, in Restricted Activities, (B) Xxxxxxx-Xxxxxx prevent ITW or any of its Subsidiaries acquiring control Affiliates from making a bona fide sale or divestiture of any Person or business that for the fiscal year immediately preceding such acquisition derived less than 10% all of its revenues from Restricted Activitiesassets or businesses to any Person that is not an Affiliate of ITW, and such Person shall in no way be bound by the restrictions set forth in this Section 8.1; (CB) Xxxxxxx-Xxxxxx prohibit ITW or any of its Subsidiaries Affiliates from acquiring control the whole or any part of any a Person or business that for which engages in any Competitive Activity or the fiscal year immediately preceding whole or any part of a business which includes any Competitive Activity; provided that, where such acquisition derived more Competitive Activities of such Person or business represent greater than 1030% of the revenues of such Person or business acquired as set out in the latest available annual financial statements of that Person or business, ITW and/or its revenues but less than 35% of its revenues from Restricted Activities so long as it Affiliates shall be required to use its commercially reasonable best efforts to divest such operations as promptly as practicable and Person, business or portion thereof to the extent engaging in any event such Competitive Activity within 12 18 months after the consummation of such acquisition of control, acquisition; or (DC) Xxxxxxx-Xxxxxx prohibit ITW or any of its Subsidiaries owning an interest acquired as Affiliates from acquiring a creditor in bankruptcy or otherwise than by a voluntary investment decision Minority Investment in a Person or business that for which engages in, or includes, any Competitive Activity. As used in this Agreement, the fiscal year immediately preceding the acquisition of such interest term “Minority Investment” means any minority equity investment by Xxxxxxx-Xxxxxx ITW or any of its Subsidiaries derived 10% or more of its revenues from Restricted Activities, so long as Xxxxxxx-Xxxxxx or its applicable Subsidiary shall use its reasonable best efforts to divest such interest as promptly as practicable and Affiliates in any event within 12 months after the acquisition Person in which ITW and any of such interest; providedITW’s Affiliates, howeveras applicable, that Xxxxxxx-Xxxxxx and its Subsidiaries shall not be required to divest any such interest acquired pursuant to this clause (D) if its fair market value at the time of such acquisition is collectively hold less than $1,000,000, (E) Xxxxxxx-Xxxxxx and its Subsidiaries operating up to ten retail stores that sell beauty care products, (F) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing their branded professional beauty care products directly or through distributors to salons and salon professionals, (G) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing professional beauty care products of any third Person directly to salons and salon professionals within the Restricted Territories if any member of the Xxxxxxx-Xxxxxx Group as of the date hereof sells and distributes such products and which sales will in no event exceed 220% of the consolidated net sales outstanding voting securities or similar equity interests of Xxxxxxx-Xxxxxx in any fiscal year or (H) Xxxxxxx-Xxxxxx and its Subsidiaries operating their company stores in any office, plant or warehouse owned or leased by Xxxxxxx-Xxxxxx or any of its Subsidiaries (each of which shall not be deemed to be a retail store for purposes of Section 7.19(a)(ii)(E)). For the avoidance of doubt, Xxxxxxx-Xxxxxx and its Subsidiaries may actively operate, manage and control any such Person or business any of them acquire in accordance with clause (B) and/or clause (C). (iii) Xxxxxxx-Xxxxxx and Regis agree that the covenants included in Section 7.19(a) are reasonable in their geographic and temporal coverage, and that neither Xxxxxxx-Xxxxxx nor Regis shall raise any issue of geographic or temporal reasonableness in any proceeding to enforce such covenant; provided, however, that if the provision of Section 7.19(a) should ever be deemed to exceed the time or geographic limitations or any other limitations permitted by Applicable Law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the minimum extent required by Applicable Law to cure such problem. Notwithstanding any other provision of this Agreement, it is understood and agreed that monetary damages would be inadequate in the case of any breach of the covenants contained in Section 7.19(a), and that Regis shall be entitled to seek equitable relief, including elect the remedy board of specific performance, with respect to any breach directors (or attempted breach similar governing body) of such covenants.Person.‌

Non-Competition. (ia) XxxxxxxDuring the two-Xxxxxx agrees that for a year period of 30 months following commencing on the Closing Date it date Executive’s employment with the Company ends, Executive shall not and shall cause its Subsidiaries not to acquire, manage, operate, control be employed or otherwise engage involved with any of the companies or business units described in Section A of the Schedule of Competitors attached hereto, and any business successors thereto and spinoffs therefrom. For avoidance of doubt, Executive may be employed or involved with a company that owns any of the specifically identified companies in Section A of the Schedule of Competitors or any company that is not primarily focused on or engaged in activities relating to the Hispanic market (A) operating or franchising retail stores within the United States, Canada, Mexico, Puerto Rico, the United Kingdom, Ireland, Germany and/or Japan (the “Restricted TerritoriesNon-Hispanic Business Company”) so long as he is not employed by or otherwise directly involved with such specifically identified companies or such activities, and Executive shall not be deemed to be directly involved in such specifically identified companies or activities relating to the Hispanic market if less than 20% of his duties, responsibilities and activities with respect to any Non-Hispanic Business Company arise from or relate to such specifically identified companies or activities relating to the Hispanic market, including companies or business units that sell beauty care products are primarily focused on or engaged in such activities. Executive shall have the burden of Xxxxxxx-Xxxxxx or demonstrating that his duties, responsibilities and activities with respect to such specifically identified companies and activities relating to the Hispanic market constitute less than 20% of his overall duties, responsibilities and activities with any third Person or (B) distributing to salons and salon professionals within the Restricted Territories professional beauty care products of any unaffiliated third Person (collectively, “Restricted Activities”)company. (iib) Section 7.19(a)(i) During the one-year period following the date Executive’s employment with the Company ends, Executive shall not be deemed not breached as a result of (A) the ownership by Xxxxxxx-Xxxxxx employed or otherwise involved with any of its Subsidiaries of: the companies set forth in Section B of the Schedule of Competitors attached hereto, and any successors thereto and spinoffs therefrom. (1c) less than an aggregate The Company may amend the Schedule of 5% Competitors attached hereto from time to time prior to the date either party provides a notice of any class termination of capital stock of a Person engaged, directly or indirectly, in Restricted Activitiesemployment to the other party; provided, however, that the number of companies set forth in Section B of such capital stock is listed Schedule may not be increased. The Company shall not unreasonably withhold its consent to Executive’s employment or quoted other involvement with any of the named competitors on a national securities exchange or the Nasdaq National Market or (2) Schedule of Competitors. Notwithstanding anything herein to the contrary, the Executive may hold passive investments in any enterprise the shares of which are publicly traded if such investment constitutes less than 15% in value one percent (1%) of any instrument of indebtedness of a Person engaged, directly or indirectly, in Restricted Activities, (B) Xxxxxxx-Xxxxxx or any of its Subsidiaries acquiring control of any Person or business that for the fiscal year immediately preceding such acquisition derived less than 10% of its revenues from Restricted Activities, (C) Xxxxxxx-Xxxxxx or any of its Subsidiaries acquiring control of any Person or business that for the fiscal year immediately preceding such acquisition derived more than 10% of its revenues but less than 35% of its revenues from Restricted Activities so long as it shall use its reasonable best efforts to divest such operations as promptly as practicable and in any event within 12 months after the consummation equity of such acquisition of control, (D) Xxxxxxx-Xxxxxx or any of its Subsidiaries owning an interest acquired as a creditor in bankruptcy or otherwise than by a voluntary investment decision in a Person or business that for the fiscal year immediately preceding the acquisition of such interest by Xxxxxxx-Xxxxxx or any of its Subsidiaries derived 10% or more of its revenues from Restricted Activities, so long as Xxxxxxx-Xxxxxx or its applicable Subsidiary shall use its reasonable best efforts to divest such interest as promptly as practicable and in any event within 12 months after the acquisition of such interest; provided, however, that Xxxxxxx-Xxxxxx and its Subsidiaries shall not be required to divest any such interest acquired pursuant to this clause (D) if its fair market value at the time of such acquisition is less than $1,000,000, (E) Xxxxxxx-Xxxxxx and its Subsidiaries operating up to ten retail stores that sell beauty care products, (F) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing their branded professional beauty care products directly or through distributors to salons and salon professionals, (G) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing professional beauty care products of any third Person directly to salons and salon professionals within the Restricted Territories if any member of the Xxxxxxx-Xxxxxx Group as of the date hereof sells and distributes such products and which sales will in no event exceed 2% of the consolidated net sales of Xxxxxxx-Xxxxxx in any fiscal year or (H) Xxxxxxx-Xxxxxx and its Subsidiaries operating their company stores in any office, plant or warehouse owned or leased by Xxxxxxx-Xxxxxx or any of its Subsidiaries (each of which shall not be deemed to be a retail store for purposes of Section 7.19(a)(ii)(E)). For the avoidance of doubt, Xxxxxxx-Xxxxxx and its Subsidiaries may actively operate, manage and control any Person or business any of them acquire in accordance with clause (B) and/or clause (C)enterprise. (iii) Xxxxxxx-Xxxxxx and Regis agree that the covenants included in Section 7.19(a) are reasonable in their geographic and temporal coverage, and that neither Xxxxxxx-Xxxxxx nor Regis shall raise any issue of geographic or temporal reasonableness in any proceeding to enforce such covenant; provided, however, that if the provision of Section 7.19(a) should ever be deemed to exceed the time or geographic limitations or any other limitations permitted by Applicable Law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the minimum extent required by Applicable Law to cure such problem. Notwithstanding any other provision of this Agreement, it is understood and agreed that monetary damages would be inadequate in the case of any breach of the covenants contained in Section 7.19(a), and that Regis shall be entitled to seek equitable relief, including the remedy of specific performance, with respect to any breach or attempted breach of such covenants.

Non-Competition. (i) Xxxxxxx-Xxxxxx Each Restricted Party is familiar with the trade secrets related to the Company and the Business, and with other Confidential Information concerning the Company and the Business, including all (A) inventions, technology and research and development related to the Business, (B) customers and clients and customer and client lists related to the Business, (C) products (including products under development) and services related to the Business and related costs and pricing structures and manufacturing techniques, (D) accounting and business methods and practices related to the Business and (E) similar and related confidential information and trade secrets related to the Business. Each Restricted Party acknowledges and agrees that the Company would be irreparably damaged if any of the Restricted Parties were to directly or indirectly provide services to any Person competing with the Business or engaging in a similar business and that such direct or indirect competition by any Restricted Party would result in a significant loss of goodwill by the Company. (ii) In further consideration for the Buyer’s payment to Restricted Parties of the Purchase Price under this Agreement (in respect of which payment each of the Restricted Parties expressly acknowledges that it derives a substantial and direct benefit), and in order to protect the value of the Company and the Business acquired by the Buyer hereunder (including the goodwill inherent in the Company and the Business as of the date hereof), each Restricted Party hereby agrees that for a period of 30 months following three (3) years commencing on the Closing Effective Date it (the “Non-Competition Period”), such Restricted Party shall not and shall cause its Subsidiaries not to acquireacquire or hold any economic or financial interest in, manageact as a partner, operatemember, control shareholder, or Representative of, render any services to, or otherwise engage operate or hold an interest in any Person (other than the Seller) having any location in any country in which the Business currently operates which entity, enterprise or other Person primarily engages in, or engages in the management or operation of any Person that primarily engages in any business of (A) operating or franchising retail stores within that competes with the United States, Canada, Mexico, Puerto Rico, the United Kingdom, Ireland, Germany and/or Japan (the “Restricted Territories”) that sell beauty care products of Xxxxxxx-Xxxxxx or any third Person or (B) distributing to salons and salon professionals within the Restricted Territories professional beauty care products of any unaffiliated third Person (collectively, “Restricted Activities”). (ii) Section 7.19(a)(i) shall be deemed not breached as a result of (A) the ownership by Xxxxxxx-Xxxxxx or any of its Subsidiaries of: (1) less than an aggregate of 5% of any class of capital stock of a Person engaged, directly or indirectly, in Restricted ActivitiesBusiness; provided, however, that such capital stock is nothing contained herein shall be construed to prohibit any Restricted Party from purchasing up to an aggregate of two percent (2%) of any class of the outstanding voting securities of any other Person whose securities are listed or quoted on a national securities exchange (but only if such investment is held on a purely passive basis). Notwithstanding the foregoing, if a Restricted Party becomes an employee of the Company or the Nasdaq National Market Buyer, the Non-Competition Period shall be the later of the date that is (A) three (3) years from the Effective Date or (2) less than 15% in value of any instrument of indebtedness of a Person engaged, directly or indirectly, in Restricted Activities, (B) Xxxxxxx-Xxxxxx or any of its Subsidiaries acquiring control of any Person or business that for the fiscal one (1) year immediately preceding such acquisition derived less than 10% of its revenues from Restricted Activities, (C) Xxxxxxx-Xxxxxx or any of its Subsidiaries acquiring control of any Person or business that for the fiscal year immediately preceding such acquisition derived more than 10% of its revenues but less than 35% of its revenues from Restricted Activities so long as it shall use its reasonable best efforts to divest such operations as promptly as practicable and in any event within 12 months after the consummation of such acquisition of control, (D) Xxxxxxx-Xxxxxx or any of its Subsidiaries owning an interest acquired as a creditor in bankruptcy or otherwise than by a voluntary investment decision in a Person or business that for the fiscal year immediately preceding the acquisition of such interest by Xxxxxxx-Xxxxxx or any of its Subsidiaries derived 10% or more of its revenues from Restricted Activities, so long as Xxxxxxx-Xxxxxx or its applicable Subsidiary shall use its reasonable best efforts to divest such interest as promptly as practicable and in any event within 12 months after the acquisition of such interest; provided, however, that Xxxxxxx-Xxxxxx and its Subsidiaries shall not be required to divest any such interest acquired pursuant to this clause (D) if its fair market value at the time of such acquisition is less than $1,000,000, (E) Xxxxxxx-Xxxxxx and its Subsidiaries operating up to ten retail stores that sell beauty care products, (F) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing their branded professional beauty care products directly or through distributors to salons and salon professionals, (G) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing professional beauty care products of any third Person directly to salons and salon professionals within the Restricted Territories if any member Party’s resignation or termination of the Xxxxxxx-Xxxxxx Group as of the date hereof sells and distributes such products and which sales will in no event exceed 2% of the consolidated net sales of Xxxxxxx-Xxxxxx in any fiscal year or (H) Xxxxxxx-Xxxxxx and its Subsidiaries operating their company stores in any office, plant or warehouse owned or leased by Xxxxxxx-Xxxxxx or any of its Subsidiaries (each of which shall not be deemed to be a retail store for purposes of Section 7.19(a)(ii)(E)). For the avoidance of doubt, Xxxxxxx-Xxxxxx and its Subsidiaries may actively operate, manage and control any Person or business any of them acquire in accordance with clause (B) and/or clause (C)employment. (iii) Xxxxxxx-Xxxxxx and Regis agree that the covenants included in Section 7.19(a) are reasonable in their geographic and temporal coverage, and that neither Xxxxxxx-Xxxxxx nor Regis shall raise any issue of geographic or temporal reasonableness in any proceeding to enforce such covenant; provided, however, that if the provision of Section 7.19(a) should ever be deemed to exceed the time or geographic limitations or any other limitations permitted by Applicable Law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the minimum extent required by Applicable Law to cure such problem. Notwithstanding any other provision of this Agreement, it is understood and agreed that monetary damages would be inadequate in the case of any breach of the covenants contained in Section 7.19(a), and that Regis shall be entitled to seek equitable relief, including the remedy of specific performance, with respect to any breach or attempted breach of such covenants.

Non-Competition. (ia) Xxxxxxx-Xxxxxx agrees that for a Except with the prior written consent of the Buyer, during the period commencing immediately after the Closing Time and ending on the third anniversary of 30 months following the Closing Date it (unless only a shorter maximum period is permitted by applicable Law, in which case, during such shorter period), the Seller shall not not, and shall cause its Subsidiaries not to acquire, manage, operate, control or otherwise engage in any business of Affiliates (A) operating or franchising retail stores within the United States, Canada, Mexico, Puerto RicoSeller together with its Affiliates, the United Kingdom"Restricted Entities") not to: (i) compete with the Business (as such Business is conducted immediately prior to the Closing Date) in the geographic locations in which such Business is conducted immediately prior to the Closing Date (such Business, Irelandas so conducted, Germany and/or Japan (the “Restricted Territories”) that sell beauty care products of Xxxxxxx-Xxxxxx or any third Person or (B) distributing to salons and salon professionals within the Restricted Territories professional beauty care products of any unaffiliated third Person (collectively, “Restricted Activities”a "Competing Business").; or (ii) Section 7.19(a)(i) shall be deemed not breached as a result of (A) the ownership by Xxxxxxx-Xxxxxx solicit employment for or any of its Subsidiaries of: (1) less than an aggregate of 5% of any class Specified Employee who has accepted an offer of capital stock of a Person engaged, directly or indirectly, employment offered from the Buyer in Restricted Activitiesconnection with this Agreement; provided, however, that this Section 5.14(a)(ii) (A) shall be applicable to a Specified Employee only as long as such capital Specified Employee remains employed by any of the Swiss Companies or any other Affiliate of the Buyer with which such Specified Employee has accepted an offer in connection with the transactions contemplated by this Agreement, and (B) shall not be applicable to any Specified Employee who initiates contact with any Restricted Entity on an unsolicited basis. (b) Notwithstanding any provision to the contrary in this Section 5.14, any Restricted Entity may: (i) purchase or otherwise acquire by merger, purchase of assets, stock is listed or quoted on controlling interest or otherwise any Person or business or engage in any similar merger and acquisition activity with any Person (such acquired Person, the "Acquired Entity"), so long as: (1) a national securities exchange Restricted Entity divests (or the Nasdaq National Market or enters into an agreement to divest) within one year of such acquisition any portion of such business that would cause non-compliance with Section 5.14(a)(i); or (2) less than 15% in value such Person is a De Minimis Business; (ii) acquire, own or manage for the account of third parties through a mutual fund, employee benefit plan, trust account or similar investment pool or vehicle, any class of security of any instrument Person regardless of indebtedness whether such Person engages in the Competing Business; (iii) hold or make investments not in excess of a five percent of the outstanding securities of any corporation if such securities are listed on an internationally recognized securities exchange; or (iv) engage in any rental or leasing of real property (including to any Competing Business or to any Person engagedwho conducts any Competing Business). (c) In the event any Affiliate of the Seller ceases to be an Affiliate of the Seller, the provisions of this Section 5.14 shall no longer apply to such Person. (d) In the event SOI or Solutia Investments LLC ceases to be the "beneficial owner" (as determined for purposes of Regulation 13-D under the Exchange Act as currently in effect), directly or indirectly, in Restricted Activities, of securities of the Seller (Bincluding any successor by merger of the Seller) Xxxxxxx-Xxxxxx or any of its Subsidiaries acquiring control of any Person or business that for the fiscal year immediately preceding such acquisition derived less than 10% of its revenues from Restricted Activities, (C) Xxxxxxx-Xxxxxx or any of its Subsidiaries acquiring control of any Person or business that for the fiscal year immediately preceding such acquisition derived representing more than 10% of its revenues but less than 35% of its revenues from Restricted Activities so long as it shall use its reasonable best efforts to divest such operations as promptly as practicable and in any event within 12 months after the consummation of such acquisition of control, (D) Xxxxxxx-Xxxxxx or any of its Subsidiaries owning an interest acquired as a creditor in bankruptcy or otherwise than by a voluntary investment decision in a Person or business that for the fiscal year immediately preceding the acquisition of such interest by Xxxxxxx-Xxxxxx or any of its Subsidiaries derived 10% or more of its revenues from Restricted Activities, so long as Xxxxxxx-Xxxxxx or its applicable Subsidiary shall use its reasonable best efforts to divest such interest as promptly as practicable and in any event within 12 months after the acquisition of such interest; provided, however, that Xxxxxxx-Xxxxxx and its Subsidiaries shall not be required to divest any such interest acquired pursuant to this clause (D) if its fair market value at the time of such acquisition is less than $1,000,000, (E) Xxxxxxx-Xxxxxx and its Subsidiaries operating up to ten retail stores that sell beauty care products, (F) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing their branded professional beauty care products directly or through distributors to salons and salon professionals, (G) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing professional beauty care products of any third Person directly to salons and salon professionals within the Restricted Territories if any member of the Xxxxxxx-Xxxxxx Group as of the date hereof sells and distributes such products and which sales will in no event exceed 230% of the consolidated net sales combined voting power of Xxxxxxx-Xxxxxx the Seller's then outstanding capital stock having ordinary power in the election of directors or SOI or Solutia Investments LLC is acquired by a Person not party to this Agreement (and not affiliated with the Seller) by merger, neither Person that acquires such "beneficial ownership" of the Seller (nor any fiscal year or (H) Xxxxxxx-Xxxxxx Affiliate of such Person that is not a Subsidiary of SOI), nor, in the case of a merger, the surviving entity and its Affiliates (other than those Affiliates that would be Subsidiaries operating their company stores in any office, plant or warehouse owned or leased by Xxxxxxx-Xxxxxx or any of its Subsidiaries (each of which SOI without giving effect to the merger) shall not be deemed to be a retail store Restricted Entity for the purposes of this Section 7.19(a)(ii)(E)). 5.14. (e) For the avoidance of doubt, Xxxxxxx-Xxxxxx and its Subsidiaries may actively operate, manage and control any Person or business any no shareholder of them acquire in accordance with clause (B) and/or clause (C)SOI shall be deemed a Restricted Entity for the purposes of this Section 5.14. (iiif) Xxxxxxx-Xxxxxx and Regis agree that the covenants included Exceptions set forth in Section 7.19(aany of Sections 5.14(b), (c), (d) or (e) are reasonable in their geographic and temporal coverageset forth therein for the avoidance of doubt, and that neither Xxxxxxx-Xxxxxx nor Regis shall raise any issue of geographic or temporal reasonableness in any proceeding to enforce as such covenant; provided, however, that if the provision of exceptions cover actions not necessarily restricted by Section 7.19(a) should ever be deemed to exceed the time or geographic limitations or any other limitations permitted by Applicable Law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the minimum extent required by Applicable Law to cure such problem. Notwithstanding any other provision of this Agreement, it is understood and agreed that monetary damages would be inadequate in the case of any breach of the covenants contained in Section 7.19(a5.14(a), and that Regis no inference shall be entitled to seek equitable reliefdrawn that the activities described in any such Sections 5.14(b), including (c), (d) or (e) are in any way restricted or limited by the remedy of specific performance, with respect to any breach or attempted breach of such covenantsrestrictions set forth in Section 5.14(a).

Non-Competition. (ia) Xxxxxxx-Xxxxxx Seller agrees that that, as part of the consideration for the payment of the Purchase Price, for a period of 30 months three (3) years immediately following the Closing Date it shall not and shall cause Date, neither Seller nor any of its Subsidiaries not to acquireAffiliates will, managedirectly or indirectly, operate, control perform or have any ownership interest in any business that develops, manufactures, sells, installs or distributes products in competition with the ORiNOCO Business, except that Seller or its subsidiaries may (i) purchase or otherwise acquire by merger, purchase of assets, stock, controlling interest or otherwise any Person or business or engage in any similar merger and acquisition activity with any Person the business of (A) operating or franchising retail stores within which is not in competition with the United StatesORiNOCO Business, Canada, Mexico, Puerto Rico, the United Kingdom, Ireland, Germany and/or Japan (the “Restricted Territories”) that sell beauty care products of Xxxxxxx-Xxxxxx or any third Person or (B) distributing to salons and salon professionals within the Restricted Territories professional beauty care products of any unaffiliated third Person (collectively, “Restricted Activities”). (ii) Section 7.19(a)(i) shall be deemed not breached invest as a result of (A) the minority shareholder with less than 19.9% ownership by Xxxxxxxin any non-Xxxxxx or public entity provided that neither Seller nor any of its Subsidiaries of: Affiliates has the legal right (1by contract or the terms of the securities it owns) less than an aggregate to approve any action within the scope of this section), or (iii) continue to operate the WCND client module business which, among other things, incorporates software products into reference designs, provides radio products for integration into host devices and sells client card products. For the purposes of this Section 5.11(a), ownership of securities of a company whose securities are publicly traded under a recognized securities exchange not in excess of 5% of any class of capital stock of such securities shall not be considered to be competition with the ORiNOCO Business, and a Person engaged, directly or indirectly, shall not be considered to be in Restricted Activities; provided, however, that the "business" of competing with the ORiNOCO Business if such capital stock is listed or quoted on a national securities exchange or the Nasdaq National Market or (2) Person derives less than 15% in value of any instrument of indebtedness of a Person engaged, directly or indirectly, in Restricted Activities, twenty percent (B20%) Xxxxxxx-Xxxxxx or any of its Subsidiaries acquiring control of any Person or business that for the fiscal year immediately preceding such acquisition derived less than 10% of its revenues from Restricted Activities, (C) Xxxxxxx-Xxxxxx or any of its Subsidiaries acquiring control of any Person or business products that for compete with the fiscal year immediately preceding such acquisition derived more than 10% of its revenues but less than 35% of its revenues from Restricted Activities so long as it shall use its reasonable best efforts to divest such operations as promptly as practicable and in any event within 12 months after the consummation of such acquisition of control, (D) Xxxxxxx-Xxxxxx or any of its Subsidiaries owning an interest acquired as a creditor in bankruptcy or otherwise than by a voluntary investment decision in a Person or business that for the fiscal year immediately preceding the acquisition of such interest by Xxxxxxx-Xxxxxx or any of its Subsidiaries derived 10% or more of its revenues from Restricted Activities, so long as Xxxxxxx-Xxxxxx or its applicable Subsidiary shall use its reasonable best efforts to divest such interest as promptly as practicable and in any event within 12 months after the acquisition of such interest; provided, however, that Xxxxxxx-Xxxxxx and its Subsidiaries shall not be required to divest any such interest acquired pursuant to this clause (D) if its fair market value at the time of such acquisition is less than $1,000,000, (E) Xxxxxxx-Xxxxxx and its Subsidiaries operating up to ten retail stores that sell beauty care products, (F) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing their branded professional beauty care products directly or through distributors to salons and salon professionals, (G) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing professional beauty care products of any third Person directly to salons and salon professionals within the Restricted Territories if any member of the Xxxxxxx-Xxxxxx Group as of the date hereof sells and distributes such products and which sales will in no event exceed 2% of the consolidated net sales of Xxxxxxx-Xxxxxx in any fiscal year or (H) Xxxxxxx-Xxxxxx and its Subsidiaries operating their company stores in any office, plant or warehouse owned or leased by Xxxxxxx-Xxxxxx or any of its Subsidiaries (each of which shall not be deemed to be a retail store for purposes of Section 7.19(a)(ii)(E)). For the avoidance of doubt, Xxxxxxx-Xxxxxx and its Subsidiaries may actively operate, manage and control any Person or business any of them acquire in accordance with clause (B) and/or clause (C)ORiNOCO Business. (iiib) Xxxxxxx-Xxxxxx and Regis agree Seller acknowledges that the covenants included restrictions set forth in Section 7.19(a5.11(a) are reasonable in their geographic constitute a material inducement to Buyer's entering into and temporal coverage, and that neither Xxxxxxx-Xxxxxx nor Regis shall raise any issue of geographic or temporal reasonableness in any proceeding to enforce such covenant; provided, however, that if the provision of Section 7.19(a) should ever be deemed to exceed the time or geographic limitations or any other limitations permitted by Applicable Law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the minimum extent required by Applicable Law to cure such problem. Notwithstanding any other provision of performing this Agreement. Seller further acknowledges, it is understood stipulates and agreed agrees that monetary damages would a breach of such obligation could result in irreparable harm and continuing damage to Buyer for which there may be inadequate no adequate remedy at law and further agrees that in the case event of any breach of the covenants contained in Section 7.19(a)said obligation, and that Regis shall Buyer may be entitled to seek equitable relief, including injunctive relief and to such other relief as is proper under the remedy of specific performance, with respect to any breach or attempted breach of such covenantscircumstances.

Non-Competition. Each of the Equity Holder and the Seller is familiar with the trade secrets related to the Business and with other Confidential Information concerning the Business, including all (ia) Xxxxxxx-Xxxxxx inventions, technology and research and development related to the Business, (b) customers and clients and customer and client lists related to the Business, (c) products (including products under development) and services related to the Business and related costs and pricing structures, (d) accounting and business methods and practices related to the Business and (e) similar and related Confidential Information and trade secrets related to the Business. Each of the Equity Holder and the Seller acknowledges and agrees that the Business would be irreparably damaged if such Party were to directly or indirectly provide services to any Person competing with the Business and that such direct or indirect competition by any such Party would result in a significant loss of goodwill by the Business. In further consideration for the Buyer’s payment of the Purchase Price under this Agreement (in respect of which payment each of the Equity Holder and the Seller expressly acknowledges that he or it derives a substantial and direct benefit), and in order to protect the value of the Business acquired by the Buyer hereunder (including the goodwill inherent in the Business as of the date hereof), each of the Equity Holder and the Seller hereby agrees that during the period of 30 months following commencing on the Closing Date it shall not and shall cause its Subsidiaries not to acquire, manage, operate, control or otherwise engage in any business ending on the third (3rd) anniversary of (A) operating or franchising retail stores within the United States, Canada, Mexico, Puerto Rico, the United Kingdom, Ireland, Germany and/or Japan Closing Date (the “Restricted TerritoriesNon-Competition Period”) that sell beauty care products of Xxxxxxx-Xxxxxx ), such Party shall not acquire or hold any third Person economic or (B) distributing to salons and salon professionals within the Restricted Territories professional beauty care products of financial interest in, act as a partner, member, stockholder, or representative of, render any unaffiliated third services to, or otherwise operate or hold an interest in any Person (collectivelyother than the Seller) having any location in any county in which the Business or the Buyer conducts operations as of the Closing Date, “Restricted Activities”). (ii) Section 7.19(a)(i) shall be deemed not breached as a result of (A) the ownership by Xxxxxxx-Xxxxxx which entity, enterprise or any of its Subsidiaries of: (1) less than an aggregate of 5% of any class of capital stock of a other Person engagedprimarily engages in, directly or indirectly, in Restricted Activitiesany business that competes with the Business; provided, however, that nothing contained herein shall be construed to prohibit any such capital stock is Party from purchasing up to an aggregate of two percent (2%) of any class of the outstanding voting securities of any other Person whose securities are listed or quoted on a national securities exchange or the Nasdaq National Market or (2) less than 15% in value of any instrument of indebtedness of but only if such investment is held on a Person engaged, directly or indirectly, in Restricted Activities, (B) Xxxxxxx-Xxxxxx or any of its Subsidiaries acquiring control of any Person or business that for the fiscal year immediately preceding such acquisition derived less than 10% of its revenues from Restricted Activities, (C) Xxxxxxx-Xxxxxx or any of its Subsidiaries acquiring control of any Person or business that for the fiscal year immediately preceding such acquisition derived more than 10% of its revenues but less than 35% of its revenues from Restricted Activities so long as it shall use its reasonable best efforts to divest such operations as promptly as practicable and in any event within 12 months after the consummation of such acquisition of control, (D) Xxxxxxx-Xxxxxx or any of its Subsidiaries owning an interest acquired as a creditor in bankruptcy or otherwise than by a voluntary investment decision in a Person or business that for the fiscal year immediately preceding the acquisition of such interest by Xxxxxxx-Xxxxxx or any of its Subsidiaries derived 10% or more of its revenues from Restricted Activities, so long as Xxxxxxx-Xxxxxx or its applicable Subsidiary shall use its reasonable best efforts to divest such interest as promptly as practicable and in any event within 12 months after the acquisition of such interest; provided, however, that Xxxxxxx-Xxxxxx and its Subsidiaries shall not be required to divest any such interest acquired pursuant to this clause (D) if its fair market value at the time of such acquisition is less than $1,000,000, (E) Xxxxxxx-Xxxxxx and its Subsidiaries operating up to ten retail stores that sell beauty care products, (F) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing their branded professional beauty care products directly or through distributors to salons and salon professionals, (G) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing professional beauty care products of any third Person directly to salons and salon professionals within the Restricted Territories if any member of the Xxxxxxx-Xxxxxx Group as of the date hereof sells and distributes such products and which sales will in no event exceed 2% of the consolidated net sales of Xxxxxxx-Xxxxxx in any fiscal year or (H) Xxxxxxx-Xxxxxx and its Subsidiaries operating their company stores in any office, plant or warehouse owned or leased by Xxxxxxx-Xxxxxx or any of its Subsidiaries (each of which shall not be deemed to be a retail store for purposes of Section 7.19(a)(ii)(E)). For the avoidance of doubt, Xxxxxxx-Xxxxxx and its Subsidiaries may actively operate, manage and control any Person or business any of them acquire in accordance with clause (B) and/or clause (Cpurely passive basis). (iii) Xxxxxxx-Xxxxxx and Regis agree that the covenants included in Section 7.19(a) are reasonable in their geographic and temporal coverage, and that neither Xxxxxxx-Xxxxxx nor Regis shall raise any issue of geographic or temporal reasonableness in any proceeding to enforce such covenant; provided, however, that if the provision of Section 7.19(a) should ever be deemed to exceed the time or geographic limitations or any other limitations permitted by Applicable Law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the minimum extent required by Applicable Law to cure such problem. Notwithstanding any other provision of this Agreement, it is understood and agreed that monetary damages would be inadequate in the case of any breach of the covenants contained in Section 7.19(a), and that Regis shall be entitled to seek equitable relief, including the remedy of specific performance, with respect to any breach or attempted breach of such covenants.

Non-Competition. (a) From and after the Closing Date until the two (2) year anniversary of the Closing Date, Seller covenants and agrees, that it will not, and will cause Affiliates not to, directly or indirectly: (i) Xxxxxxx-Xxxxxx agrees that for a period of 30 months following the Closing Date it shall not and shall cause its Subsidiaries not to acquireengage or be involved, managedirectly or indirectly, operate, control or otherwise engage in any business of (A) operating or franchising retail stores within the United States, Canada, Mexico, Puerto Ricothat competes with, the United KingdomAcquired Business (any such business, Ireland, Germany and/or Japan (the a “Restricted Territories”) that sell beauty care products of Xxxxxxx-Xxxxxx or any third Person or (B) distributing to salons and salon professionals within the Restricted Territories professional beauty care products of any unaffiliated third Person (collectively, “Restricted ActivitiesBusiness”).; (ii) acquire beneficial ownership or voting control of any class of the outstanding equity interests (including any debt securities exercisable or exchangeable for, or convertible into, equity interests) of, or provide any loan or other financial assistance to, any Person that is engaged in a Restricted Business; (iii) solicit or attempt to solicit any business, entity or Person that was a customer engaged by the Acquired Business as of the Closing Date or during the twelve (12) months prior to the Closing Date (each a “Current Customer Relation”); and/or (iv) induce or attempt to induce any Current Customer Relation or any business, entity or Person that was a supplier, vendor, licensor, licensee, lessor or lessee, or other business relation of the Business as of the Closing Date or during the twelve (12) months prior to the Closing Date, to cease doing business with, or adversely modify its business relationship with, the Acquired Business. (b) Notwithstanding anything to the contrary in this Section 7.19(a)(i6.6, the provisions of Section 6.6(a) shall be deemed not breached (i) prohibit Seller and any Affiliate of Seller from, directly or indirectly, owning solely as a result passive investment not in excess of two percent (A2%) in the ownership by Xxxxxxx-Xxxxxx or any of its Subsidiaries of: (1) less than an aggregate of 5% of any class of capital stock of any Person if such stock is publicly traded and listed on any national exchange, regardless of whether or not such Person is engaging in a Restricted Business; provided, Seller has no participation in the management of such Person engagedand, (ii) be binding on or be applicable to any Person (an “Acquirer”) that, directly or indirectly, acquires in Restricted Activitiesany transaction or series of transactions (x) equity securities of Seller representing fifty percent (50%) or more of the total voting power represented by Seller’s then issued and outstanding voting securities or (y) all or substantially all of the consolidated assets or business of Seller; provided, howeverthat in each case of clauses (x) and (y), that such capital stock is listed or quoted on a national securities exchange or the Nasdaq National Market or (2) less than 15% in value Acquirer was not an Affiliate of any instrument of indebtedness of a Person engaged, directly or indirectly, in Restricted Activities, (B) Xxxxxxx-Xxxxxx or any of its Subsidiaries acquiring control of any Person or business that for the fiscal year immediately preceding such acquisition derived less than 10% of its revenues from Restricted Activities, (C) Xxxxxxx-Xxxxxx or any of its Subsidiaries acquiring control of any Person or business that for the fiscal year immediately preceding such acquisition derived more than 10% of its revenues but less than 35% of its revenues from Restricted Activities so long as it shall use its reasonable best efforts to divest such operations as promptly as practicable and in any event within 12 months after the consummation of such acquisition of control, (D) Xxxxxxx-Xxxxxx or any of its Subsidiaries owning an interest acquired as a creditor in bankruptcy or otherwise than by a voluntary investment decision in a Person or business that for the fiscal year immediately preceding the acquisition of such interest by Xxxxxxx-Xxxxxx or any of its Subsidiaries derived 10% or more of its revenues from Restricted Activities, so long as Xxxxxxx-Xxxxxx or its applicable Subsidiary shall use its reasonable best efforts to divest such interest as promptly as practicable and in any event within 12 months after the acquisition of such interest; provided, however, that Xxxxxxx-Xxxxxx and its Subsidiaries shall not be required to divest any such interest acquired pursuant to this clause (D) if its fair market value Seller at the time of such acquisition is less than $1,000,000, (E) Xxxxxxx-Xxxxxx and its Subsidiaries operating up to ten retail stores that sell beauty care products, (F) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing their branded professional beauty care products directly or through distributors to salons and salon professionals, (G) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing professional beauty care products of any third Person directly to salons and salon professionals within the Restricted Territories if any member of the Xxxxxxx-Xxxxxx Group as of the date hereof sells and distributes such products and which sales will in no event exceed 2% of the consolidated net sales of Xxxxxxx-Xxxxxx in any fiscal year or (H) Xxxxxxx-Xxxxxx and its Subsidiaries operating their company stores in any office, plant or warehouse owned or leased by Xxxxxxx-Xxxxxx or any of its Subsidiaries (each of which shall not be deemed to be a retail store for purposes of Section 7.19(a)(ii)(E)). For the avoidance of doubt, Xxxxxxx-Xxxxxx and its Subsidiaries may actively operate, manage and control any Person or business any of them acquire in accordance with clause (B) and/or clause (C)acquisition. (iiic) Xxxxxxx-Xxxxxx The Parties acknowledge and Regis agree that the covenants included restrictions and limitations set forth in Section 7.19(a) 6.6 through 6.7 are reasonable reasonable, valid in their geographic scope and temporal coveragein all other respects, enforceable, and essential to protect the value of Seller, the Excluded Assets, the Acquired Business and the Transferred Assets. If a court, tribunal or antitrust regulator of competent jurisdiction determines that neither Xxxxxxx-Xxxxxx nor Regis shall raise any issue term or provision contained in Sections 6.6(a) and 6.7 or is invalid or unenforceable, the Parties agree that the court or tribunal will have the power to reduce the scope, duration or geographic area of geographic the term or temporal reasonableness in provision, to delete specific words or phrases or to replace any proceeding invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to enforce such covenantexpressing the intention of the invalid or unenforceable term or provision; provided, howeverthat any such reduction, that if the provision of Section 7.19(a) should ever deletion or replacement shall only be deemed to exceed the time or geographic limitations or any other limitations permitted by Applicable Law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the minimum extent required by Applicable Law necessary to cure render such problem. Notwithstanding any other term or provision of this Agreement, it is understood valid and agreed that monetary damages would be inadequate in the case of any breach of the covenants contained in Section 7.19(a), and that Regis shall be entitled to seek equitable relief, including the remedy of specific performance, with respect to any breach or attempted breach of such covenantsenforceable.

Non-Competition. 4.5.1 Upon the terms and subject to the conditions set forth in this Section 4.5, Seller covenants and agrees that, as a material consideration running to Buyer for Buyer's payments hereunder, for a period of five years from and after the Closing Date, Seller will neither permit Seller's name to be used by nor engage in or carry on, directly or indirectly, either for itself or as a member of a partnership or as a stockholder, investor, agent, associate or consultant of any person, partnership or corporation (other than Buyer or a subsidiary or affiliate of Buyer), any business in competition with the business as carried on by Seller or any of its subsidiaries or affiliates on the Closing Date, but only for as long as such like business is carried on by (i) Xxxxxxx-Xxxxxx Buyer or any subsidiary or affiliate of Buyer, or (ii) any person, corporation, partnership, trust or other organization or entity deriving title from Buyer to the assets and goodwill of the business being carried on by Seller or any of its subsidiaries or affiliates on the Closing Date, in any county in which Buyer or any subsidiary or affiliate of Buyer conducts business, or in any other county in any state of the United States, or in any country or political subdivision of the world. The parties intend that the covenants contained in this Section 4.5.1 shall be deemed to be a series of separate covenants, one for each county in each state of the United States and for each country and political subdivision of the world and, except for geographic coverage, each such separate covenant shall be identical in terms to the covenant contained in this Section 4.5. 1. Seller further covenants and agrees that for a period of 30 months following five years from and after the Closing Date it shall Seller will not and shall cause its Subsidiaries not recruit, hire, assist others in recruiting or hiring, discuss employment with, or refer to acquireothers concerning employment, manageany person who is, operate, control or otherwise engage in any business of (A) operating or franchising retail stores within the United Statestwelve- month period immediately prior to the Closing Date was, Canadaan employee of Seller, Mexico, Puerto Rico, the United Kingdom, Ireland, Germany and/or Japan (the “Restricted Territories”) that sell beauty care products Buyer or a subsidiary or affiliate of Xxxxxxx-Xxxxxx or any third Person or (B) distributing to salons and salon professionals within the Restricted Territories professional beauty care products of any unaffiliated third Person (collectively, “Restricted Activities”)either. (ii) Section 7.19(a)(i) shall be deemed not breached as a result of (A) the ownership by Xxxxxxx-Xxxxxx or any of its Subsidiaries of: (1) less than an aggregate of 5% of any class of capital stock of a Person engaged, directly or indirectly, in Restricted Activities; provided, however, that such capital stock is listed or quoted on a national securities exchange or the Nasdaq National Market or (2) less than 15% in value of any instrument of indebtedness of a Person engaged, directly or indirectly, in Restricted Activities, (B) Xxxxxxx-Xxxxxx or any of its Subsidiaries acquiring control of any Person or business that for the fiscal year immediately preceding such acquisition derived less than 10% of its revenues from Restricted Activities, (C) Xxxxxxx-Xxxxxx or any of its Subsidiaries acquiring control of any Person or business that for the fiscal year immediately preceding such acquisition derived more than 10% of its revenues but less than 35% of its revenues from Restricted Activities so long as it shall use its reasonable best efforts to divest such operations as promptly as practicable and in any event within 12 months after the consummation of such acquisition of control, (D) Xxxxxxx-Xxxxxx or any of its Subsidiaries owning an interest acquired as a creditor in bankruptcy or otherwise than by a voluntary investment decision in a Person or business that for the fiscal year immediately preceding the acquisition of such interest by Xxxxxxx-Xxxxxx or any of its Subsidiaries derived 10% or more of its revenues from Restricted Activities, so long as Xxxxxxx-Xxxxxx or its applicable Subsidiary shall use its reasonable best efforts to divest such interest as promptly as practicable and in any event within 12 months after the acquisition of such interest; provided, however, that Xxxxxxx-Xxxxxx and its Subsidiaries shall not be required to divest any such interest acquired pursuant to this clause (D) if its fair market value at the time of such acquisition is less than $1,000,000, (E) Xxxxxxx-Xxxxxx and its Subsidiaries operating up to ten retail stores that sell beauty care products, (F) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing their branded professional beauty care products directly or through distributors to salons and salon professionals, (G) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing professional beauty care products of any third Person directly to salons and salon professionals within the Restricted Territories if any member of the Xxxxxxx-Xxxxxx Group as of the date hereof sells and distributes such products and which sales will in no event exceed 2% of the consolidated net sales of Xxxxxxx-Xxxxxx in any fiscal year or (H) Xxxxxxx-Xxxxxx and its Subsidiaries operating their company stores in any office, plant or warehouse owned or leased by Xxxxxxx-Xxxxxx or any of its Subsidiaries (each of which shall not be deemed to be a retail store for purposes of Section 7.19(a)(ii)(E)). For the avoidance of doubt, Xxxxxxx-Xxxxxx and its Subsidiaries may actively operate, manage and control any Person or business any of them acquire in accordance with clause (B) and/or clause (C). (iii) Xxxxxxx-Xxxxxx and Regis agree that the covenants included in Section 7.19(a) are reasonable in their geographic and temporal coverage, and that neither Xxxxxxx-Xxxxxx nor Regis shall raise any issue of geographic or temporal reasonableness in any proceeding to enforce such covenant; provided, however, that if the provision of Section 7.19(a) should ever be deemed to exceed the time or geographic limitations or any other limitations permitted by Applicable Law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the minimum extent required by Applicable Law to cure such problem. Notwithstanding any other provision of this Agreement, it is understood and agreed that monetary damages would be inadequate in the case of any breach 4.5.2 The term of the covenants contained in Section 7.19(a)4.5.1 hereof shall be tolled for the period commencing on the date any successful action is filed for injunctive relief or damages arising out of a breach by Seller of Section 4.5.1 hereof and ending upon final adjudication (including appeals) of such action. 4.5.3 If, in any judicial proceeding, the court shall refuse to enforce all of the separate covenants contained in Section 4.5.1 hereof because the time limit is too long, it is expressly understood and agreed between the parties hereto that for purposes of such proceeding such time limitation shall be deemed reduced to the extent necessary to permit enforcement of such covenants. If, in any judicial proceeding, the court shall refuse to enforce all of the separate covenants contained in Section 4.5.1 hereof because it is more extensive (whether as to geographic area, scope of business or otherwise) than necessary to protect the business and goodwill of Buyer, it is expressly understood and agreed between the parties hereto that for purposes of such proceeding the geographic area, scope of business or other aspect shall be deemed reduced to the extent necessary to permit enforcement of such covenants. 4.5.4 Seller acknowledges that a breach of Section 4.5.1 hereof would cause irreparable damage to Buyer, and that Regis in the event of Seller's actual or threatened breach of the provisions of Section 4.5.1 hereof, Buyer shall be entitled to seek equitable reliefa temporary restraining order and an injunction restraining Seller from breaching such covenants without the necessity of posting bond or proving irreparable harm, such being conclusively admitted by Seller. Nothing shall be construed as prohibiting Buyer from pursuing any other available remedies for such breach or threatened breach, including the remedy recovery of specific performancedamages from Seller. Seller acknowledges that the restrictions set forth in this Agreement are reasonable in scope and duration, with respect to any breach or attempted breach given the nature of such covenantsthe business of Buyer.

Non-Competition. (ia) Xxxxxxx-Xxxxxx agrees that for a period of 30 months following the Closing Date it shall not and shall cause its Subsidiaries not to acquire, manage, operate, control or otherwise engage in any business of (A) operating or franchising retail stores within the United States, Canada, Mexico, Puerto Rico, the United Kingdom, Ireland, Germany and/or Japan (the “Restricted Territories”) that sell beauty care products of Xxxxxxx-Xxxxxx or any third Person or (B) distributing to salons and salon professionals within the Restricted Territories professional beauty care products of any unaffiliated third Person (collectively, “Restricted Activities”). (ii) Section 7.19(a)(i) shall be deemed not breached as a result of (A) the ownership by Xxxxxxx-Xxxxxx or Neither Sellers nor any of its Subsidiaries of: (1) less than an aggregate of 5% of any class of capital stock of a Person engagedtheir affiliates shall, directly or indirectly, in Restricted Activities; providedfor a period of 18 months after the Closing Date, however, within the continental United States do any of the following: (i) contract with any customer of the Business as of the Closing Date ("Existing Customer") to provide to such Existing Customer any of the shared tenant telecommunications services using in-building distribution networks that such capital stock is listed Existing Customer was obtaining from the Business as of the Closing Date ("Services"), (ii) use or quoted on permit the use by third parties of Records or any other information obtained by Sellers prior to the Closing Date in connection with the Business to induce or attempt to induce any Existing Customer to enter into a national securities exchange customer relationship with Sellers or other third parties for the Nasdaq National Market purchase of such Services. (b) Notwithstanding the foregoing, this Section shall not be construed to prohibit such solicitation as may occur through broad based, widely disseminated public media such as newspapers, magazines or (2) less than 15% in value of any instrument of indebtedness of web based recruiting efforts which are not specifically directed at the Existing Customers. In addition, the foregoing shall not prohibit a Person engaged, directly or indirectly, in Restricted Activities, (B) Xxxxxxx-Xxxxxx Seller or any of its Subsidiaries acquiring control Affiliates: (i) from providing or contracting to provide Services directly to any Existing Customer in response to such Existing Customer 's request to provide such Services (whether in response to a request for proposals or otherwise), other than as a result of a breach of this Section 5.15; (ii) from providing or contracting to provide Services indirectly through a third party that is not an Affiliate to any Person such Existing Customer (whether in the context of a reseller, sales agent, prime contractor, systems integrator or business that for the fiscal year immediately preceding such acquisition derived less than 10% of its revenues from Restricted Activities, (Cother arrangement) Xxxxxxx-Xxxxxx or any of its Subsidiaries acquiring control of any Person or business that for the fiscal year immediately preceding such acquisition derived more than 10% of its revenues but less than 35% of its revenues from Restricted Activities so long as it shall such third party has no access to and does not otherwise use its reasonable best efforts information relating to divest such operations as promptly as practicable and Existing Customer gathered or obtained by Sellers in any event within 12 months after connection with the consummation of such acquisition of control, (D) Xxxxxxx-Xxxxxx or any of its Subsidiaries owning an interest acquired as a creditor in bankruptcy or otherwise than by a voluntary investment decision in a Person or business that for Business prior to the fiscal year immediately preceding the acquisition of such interest by Xxxxxxx-Xxxxxx or any of its Subsidiaries derived 10% or more of its revenues from Restricted Activities, so long as Xxxxxxx-Xxxxxx or its applicable Subsidiary shall use its reasonable best efforts to divest such interest as promptly as practicable and in any event within 12 months after the acquisition of such interest; provided, however, that Xxxxxxx-Xxxxxx and its Subsidiaries shall not be required to divest any such interest acquired pursuant to this clause (D) if its fair market value at the time of such acquisition is less than $1,000,000, (E) Xxxxxxx-Xxxxxx and its Subsidiaries operating up to ten retail stores that sell beauty care products, (F) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing their branded professional beauty care products directly or through distributors to salons and salon professionals, (G) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing professional beauty care products of any third Person directly to salons and salon professionals within the Restricted Territories if any member of the Xxxxxxx-Xxxxxx Group as of the date hereof sells and distributes such products and which sales will in no event exceed 2% of the consolidated net sales of Xxxxxxx-Xxxxxx in any fiscal year or (H) Xxxxxxx-Xxxxxx and its Subsidiaries operating their company stores in any office, plant or warehouse owned or leased by Xxxxxxx-Xxxxxx or any of its Subsidiaries (each of which shall not be deemed to be a retail store for purposes of Section 7.19(a)(ii)(E)). For the avoidance of doubt, Xxxxxxx-Xxxxxx and its Subsidiaries may actively operate, manage and control any Person or business any of them acquire in accordance with clause (B) and/or clause (C).Closing Date; (iii) Xxxxxxx-Xxxxxx and Regis agree from providing Services that the covenants included in Sellers are currently providing under Contracts that are not Assigned Contracts; and (iv) from providing or contracting to provide Services to any Existing Customer who ceases receiving Services from the Business after the Closing Date other than as a result of a breach of this Section 7.19(a5.15; =============================================================================== -34- (c) are reasonable in their geographic It is understood that a breach of any term of the provisions of Section 5.15 may materially and temporal coverageirreparably harm the Purchaser, and that neither Xxxxxxx-Xxxxxx nor Regis shall raise money damages may accordingly not be an adequate remedy for any issue breach of geographic these provisions of this Agreement and that Purchaser, in its sole discretion and in addition to any other remedies Purchaser may have at law or temporal reasonableness in equity may apply to any proceeding court of law or equity of competent jurisdiction (without posting any bond or deposit) for specific performance and/or other injunctive relief in order to enforce such covenant; provided, however, that if the provision or prevent any violations of Section 7.19(a) should ever be deemed to exceed the time or geographic limitations or any other limitations permitted by Applicable Law in any jurisdiction, then such these provisions shall be deemed reformed in such jurisdiction to the minimum extent required by Applicable Law to cure such problem. Notwithstanding any other provision of this Agreement, it is understood and agreed that monetary damages would be inadequate in the case of any breach of the covenants contained in Section 7.19(a), and that Regis shall be entitled to seek equitable relief, including the remedy of specific performance, with respect to any breach or attempted breach of such covenants.

Non-Competition. The Seller hereby acknowledges and agrees that (i) Xxxxxxxthe Purchaser would not have entered into this Agreement or the License Agreement if the Seller had not agreed to this non-Xxxxxx agrees competition covenant; and (ii) Seller has had access to information that is confidential to the Purchaser, which constitutes a valuable, special and unique asset of the Purchaser, and with respect to which the Purchaser is entitled to the protections afforded by this Agreement and to the remedies for enforcement of this Agreement provided by law or in equity (including, without limitation, those remedies the availability of which may be within the discretion of the court or arbitrator that presides over any action for enforcement of this Agreement is brought). For a period of 30 months five (5) years following the Closing Date (the “Covenant Period”), the Seller agrees that it shall not will not, directly or indirectly (through any entity or other Person), and shall cause each of its Subsidiaries not to acquire, manage, operate, control or otherwise engage in any business of (A) operating or franchising retail stores within the United States, Canada, Mexico, Puerto Rico, the United Kingdom, Ireland, Germany and/or Japan (the “Restricted Territories”) that sell beauty care products of Xxxxxxx-Xxxxxx or any third Person or (B) distributing to salons and salon professionals within the Restricted Territories professional beauty care products of any unaffiliated third Person (collectively, “Restricted Activities”). (ii) Section 7.19(a)(i) shall be deemed not breached as a result of (A) the ownership by Xxxxxxx-Xxxxxx or any of its Subsidiaries of: (1) less than an aggregate of 5% of any class of capital stock of a Person engagedto, directly or indirectly, acting alone or as a member of a partnership, as a holder or owner of any security, as an employee, agent, advisor, consultant to, independent contractor to, representative, or in Restricted Activities; providedany other capacity within North America, howeverSouth America or Central America (collectively, the “Territory”), engage in the Business. Notwithstanding anything else to the contrary in this Agreement, none of the restrictions or limitations in this Section 6.9 shall be applicable to (i) any Person that acquires Seller, by merger, consolidation, sale of all or substantially all of its assets, purchase or other acquisition of a majority of Seller’s outstanding voting securities or otherwise, which Person was not an Affiliate of Seller prior to such capital stock is listed or quoted on a national securities exchange or the Nasdaq National Market acquisition, or (2ii) less than 15% any Person that acquires any of Seller’s assets, whether by purchase or by sale in value connection with any reorganization or liquidation of Seller, which Person was not an Affiliate of Seller prior to such acquisition. Seller agrees that it will not (directly or indirectly through any instrument entity or other Person), and shall cause each of indebtedness of a Person engagedits Subsidiaries not to, directly or indirectly, acting alone or as a member of a partnership, as a holder or owner of any security, as an employee, agent, advisor, consultant to, representative, or in Restricted Activitiesany other capacity (i) cause or attempt to cause to leave the employment or service of the Purchaser or its Subsidiaries, (B) Xxxxxxx-Xxxxxx any person who is then employed by the Purchaser or any of its Subsidiaries acquiring control of any Person or business that for the fiscal year immediately preceding such acquisition derived less than 10% of its revenues from Restricted Activities, (C) Xxxxxxx-Xxxxxx or any of its Subsidiaries acquiring control of any Person or business that for the fiscal year immediately preceding such acquisition derived more than 10% of its revenues but less than 35% of its revenues from Restricted Activities so long as it shall use its reasonable best efforts to divest such operations as promptly as practicable and in any event within 12 months after the consummation of such acquisition of control, (D) Xxxxxxx-Xxxxxx or any of its Subsidiaries owning an interest acquired as a creditor in bankruptcy or otherwise than by a voluntary investment decision in a Person or business unit that for engages in the fiscal year immediately preceding Business, provided that the acquisition of such interest by Xxxxxxx-Xxxxxx or any of its Subsidiaries derived 10% or more of its revenues from Restricted Activities, so long as Xxxxxxx-Xxxxxx or its applicable Subsidiary shall use its reasonable best efforts to divest such interest as promptly as practicable and in any event within 12 months after the acquisition of such interest; provided, however, that Xxxxxxx-Xxxxxx and its Subsidiaries shall not be required to divest any such interest acquired pursuant to this clause (D) if its fair market value at the time of such acquisition is less than $1,000,000, (E) Xxxxxxx-Xxxxxx and its Subsidiaries operating up to ten retail stores that sell beauty care products, (F) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing their branded professional beauty care products directly or through distributors to salons and salon professionals, (G) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing professional beauty care products of any third Person directly to salons and salon professionals within the Restricted Territories if any member of the Xxxxxxx-Xxxxxx Group as of the date hereof sells and distributes such products and which sales will in no event exceed 2% of the consolidated net sales of Xxxxxxx-Xxxxxx in any fiscal year or (H) Xxxxxxx-Xxxxxx and its Subsidiaries operating their company stores in any office, plant or warehouse owned or leased by Xxxxxxx-Xxxxxx or any of its Subsidiaries (each of which foregoing shall not be deemed to be a retail store for prevent general employment solicitations by Seller, or (ii) request that any such person, or any agent or independent contractor of the Purchaser or its Subsidiaries curtail or cancel its business or refrain from doing business with the Purchaser or its Subsidiaries. For purposes of this Section 7.19(a)(ii)(E6.9(c)), “Subsidiaries” of Purchaser shall include (i) those Subsidiaries of Purchase whose corporate name includes the name “Kawasaki,” (ii) those Subsidiaries of Purchaser that Purchaser has informed Seller in writing are Subsidiaries of Purchaser and (iii) those Subsidiaries of Purchaser that Seller is aware are Subsidiaries of Purchaser. For Without limiting the avoidance generality of doubtthe provisions of this Section 6.9, Xxxxxxx-Xxxxxx and its Subsidiaries may actively operatethe Seller shall be deemed to be carrying on or engaged in a particular business if it (whether alone or in association with one or more other Persons) is a partner, manage and control owner, stockholder, independent contractor or joint venturer of, or a consultant or lender to, or an investor in any manner in, any Person who or business any which is directly engaged in the Business. Notwithstanding the foregoing provisions of them acquire in accordance with clause this Section 6.9, the Seller may own, solely as an investment, securities if the Seller (A) is not an Affiliate of the issuer of such securities and (B) and/or clause (C). (iii) Xxxxxxx-Xxxxxx does not, directly or indirectly, beneficially own more than 5%, in the aggregate, of the class of which securities are a part. The Seller acknowledges and Regis agree agrees that the covenants included in Section 7.19(a) limitations imposed by this non-competition covenant as to time, geographical area, and scope of activity being restrained are reasonable in their geographic and temporal coverage, and that neither Xxxxxxx-Xxxxxx nor Regis shall raise any issue of geographic do not impose a greater restraint than is necessary to protect the goodwill or temporal reasonableness in any proceeding to enforce such covenant; provided, however, that if the provision of Section 7.19(a) should ever be deemed to exceed the time or geographic limitations or any other limitations permitted by Applicable Law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the minimum extent required by Applicable Law to cure such problem. Notwithstanding any other provision of this Agreement, it is understood and agreed that monetary damages would be inadequate in the case of any breach business interest of the covenants contained in Section 7.19(a), and Purchaser. If any court of competent jurisdiction determines that Regis shall be entitled to seek equitable relief, including the remedy of specific performance, with respect to any breach or attempted breach of such covenants, provisions, or portions of the Agreement, or any part thereof, are unenforceable and invalid, then (a) the validity and enforceability of any remaining covenants, provisions or portions thereof shall not be affected by such determination, (b) those of such covenants, provisions, or portions that are determined to be unenforceable because of the duration or scope thereof shall be severed and/or reformed by the court to reduce there duration or scope so as to render the same enforceable against Seller, and (c) all remaining covenants, provisions, portions and terms of the Agreement shall be valid and enforceable to the fullest extent permitted by law.

Non-Competition. Neither Seller Parent nor Seller Group will, and each of Seller Parent and Seller Group will cause its respective Subsidiaries not to, without the prior written consent of Purchaser (which shall not be unreasonably withheld, conditioned or delayed), (x) until the date that is three years after the Closing Date, engage in any material respect in a Restricted Activity or Control any Person engaged in any material respect in a Restricted Activity and (y) from the date that is three years after the Closing Date to the date that is five years after the Closing Date, engage in any material respect in a Restricted Activity or Control any Person engaged in any material respect in a Restricted Activity, in each case, to the extent such engagement involves soliciting or providing products or services to any Person that is a party to an ECM Customer Contract; provided, that none of the foregoing in clauses (x) or (y) will prohibit or otherwise restrict Seller Parent, any member of Seller Group or any of their respective Affiliates and their respective successors from otherwise: (i) Xxxxxxx-Xxxxxx agrees that for a period of 30 months following the Closing Date it shall not and shall cause its Subsidiaries not to acquire, manage, operate, control or otherwise engage engaging in any business or activities, or providing any service or offering, which Seller Parent, any member of Seller Group or their respective Affiliates is currently engaged or providing (A) operating or franchising retail stores within other than any Competing Business but, for the United Statesavoidance of doubt, Canadanone of Seller Group’s BOSSnet, Mexico, Puerto Rico, Scan and Pixtools solutions shall be deemed to be a Competing Business so long as such solutions do not integrate with the United Kingdom, Ireland, Germany and/or Japan (the “Restricted Territories”) that sell beauty care products of Xxxxxxx-Xxxxxx or any third Person or (B) distributing to salons and salon professionals within the Restricted Territories professional beauty care products of any unaffiliated third Person (collectively, “Restricted Activities”Paragon software).; (ii) Section 7.19(a)(ireferring without remuneration any clients of Seller Parent, Seller Group or their respective Affiliates to any Competing Business; (iii) shall be deemed not breached integrating any products, services or solutions of any Competing Business with or into any products, services or solutions of Seller Parent, Seller Group or their respective Affiliates and any remote hosting thereof; (iv) acquiring the assets of, or a controlling interest in, another Person engaged in a Restricted Activity (a “Target Business”) as a result part of an acquisition, joint venture, merger or other business combination, if (Ax) the ownership revenue derived by Xxxxxxx-Xxxxxx or any of its Subsidiaries of: (1) less than an aggregate of 5% of any class of capital stock of a Person engaged, directly or indirectly, the Target Business from the Restricted Activity in Restricted Activities; provided, however, that such capital stock is listed or quoted on a national securities exchange or the Nasdaq National Market or (2) less than 15% in value of any instrument of indebtedness of a Person engaged, directly or indirectly, in Restricted Activities, (B) Xxxxxxx-Xxxxxx or any of its Subsidiaries acquiring control of any Person or business that for the fiscal year immediately preceding such acquisition derived constituted less than 10% twenty-five percent (25)% of the total net revenues of the Target Business for the most recent financial period prior to the acquisition and (y) within twelve months from such acquisition, Seller Group causes the Target Business to divest the portion of its revenues from Restricted Activities, (C) Xxxxxxx-Xxxxxx or any of its Subsidiaries acquiring control of any Person or business operations that for the fiscal year immediately preceding such acquisition derived more than 10% of its revenues but less than 35% of its revenues from Restricted Activities so long as it shall use its reasonable best efforts to divest such operations as promptly as practicable and is engaged in any event within 12 months after the consummation of such acquisition of control, (D) Xxxxxxx-Xxxxxx or any of its Subsidiaries owning an interest acquired as a creditor in bankruptcy or otherwise than by a voluntary investment decision in a Person or business that for the fiscal year immediately preceding the acquisition of such interest by Xxxxxxx-Xxxxxx or any of its Subsidiaries derived 10% or more of its revenues from Restricted Activities, so long as Xxxxxxx-Xxxxxx or its applicable Subsidiary shall use its reasonable best efforts to divest such interest as promptly as practicable and in any event within 12 months after the acquisition of such interest; provided, however, that Xxxxxxx-Xxxxxx and its Subsidiaries shall not be required to divest any such interest acquired pursuant to this clause (D) if its fair market value at the time of such acquisition is less than $1,000,000, (E) Xxxxxxx-Xxxxxx and its Subsidiaries operating up to ten retail stores that sell beauty care products, (F) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing their branded professional beauty care products directly or through distributors to salons and salon professionals, (G) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing professional beauty care products of any third Person directly to salons and salon professionals within the Restricted Territories if Activity; (v) fulfilling any obligation of any member of the Xxxxxxx-Xxxxxx Seller Parent, Seller Group or their respective Affiliates under this Agreement or any Transaction Document; or (vi) owning as a passive investment 5% or less of the date hereof sells and distributes such products and which sales will equity of any entity engaged in no event exceed 2% of a Restricted Activity that is traded on any nationally-recognized stock exchange. Notwithstanding anything else to the consolidated net sales of Xxxxxxx-Xxxxxx in any fiscal year or (H) Xxxxxxx-Xxxxxx and its Subsidiaries operating their company stores in any officecontrary herein, plant or warehouse owned or leased by Xxxxxxx-Xxxxxx or any of its Subsidiaries (each of which this Section 5.8 shall not be deemed to be prohibit the activities of Netsmart Technologies, Inc., a retail store for purposes Delaware corporation (“Netsmart”), or Seller Parent’s, Seller Group’s or any of Section 7.19(a)(ii)(E))their respective Affiliate’s ownership of an equity interest therein or rights with respect thereto, so long as none of Seller Parent, Seller Group or any of their respective Affiliates has the contractual right to appoint the majority of the members of the board of directors, or otherwise manage the day-to-day business, of Netsmart. For Notwithstanding the avoidance prior sentence or anything else to the contrary herein, none of doubtSeller Parent, Xxxxxxx-Xxxxxx and its Subsidiaries may actively operate, manage and control Seller Group or any of their respective Affiliates shall assist any Person in which any member of Seller Parent, Seller Group or business any of them acquire their respective Affiliates has an equity interest, in accordance with clause (B) and/or clause (C). (iii) Xxxxxxx-Xxxxxx and Regis agree that the covenants included in Section 7.19(a) are reasonable in their geographic and temporal coverage, and that neither Xxxxxxx-Xxxxxx nor Regis shall raise any issue of geographic or temporal reasonableness engaging in any proceeding to enforce such covenant; provided, however, that if the provision of Section 7.19(a) should ever be deemed to exceed the time or geographic limitations or any other limitations permitted by Applicable Law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the minimum extent required by Applicable Law to cure such problem. Notwithstanding any other provision of this Agreement, it is understood and agreed that monetary damages would be inadequate in the case of any breach of the covenants contained in Section 7.19(a), and that Regis shall be entitled to seek equitable reliefRestricted Activity, including developing integrations or providing support for, or referring customers to Persons or products that compete with the remedy of specific performance, with respect to any breach or attempted breach of such covenantsCompany Offerings.

Non-Competition. (ia) Xxxxxxx-Xxxxxx Each Seller agrees that for a the period of 30 months following from the Closing Date until the third (3rd) anniversary of the Closing Date, it shall not and shall cause its Subsidiaries Affiliates not to acquireto, managedirectly or indirectly, operate, control or otherwise engage in any a business of (A) operating or franchising retail stores within competitive with the Business anywhere in the United StatesStates of America (each, Canada, Mexico, Puerto Rico, the United Kingdom, Ireland, Germany and/or Japan (the a “Restricted Territories”) that sell beauty care products of Xxxxxxx-Xxxxxx or any third Person or (B) distributing to salons and salon professionals within the Restricted Territories professional beauty care products of any unaffiliated third Person (collectively, “Restricted ActivitiesCompetitive Activity”). (ii) Section 7.19(a)(i) ; provided that the foregoing shall be deemed not breached as prohibit a result of (A) the ownership by Xxxxxxx-Xxxxxx Seller or any of its Subsidiaries of: (1) less than Affiliates from collectively owning up to an aggregate of five percent (5% %) of the outstanding shares of any class of capital stock of any Person that engages in any Competitive Activity (a Person engaged“Competing Person”) so long as no Seller nor any of its Affiliates has any participation in the management of such Competing Person. (b) Notwithstanding anything to the contrary in the foregoing, directly or indirectly, nothing in Restricted Activities; provided, however, that such capital stock is listed or quoted on this Section 6.17 shall prohibit a national securities exchange or the Nasdaq National Market or (2) less than 15% in value of any instrument of indebtedness of a Person engaged, directly or indirectly, in Restricted Activities, (B) Xxxxxxx-Xxxxxx Seller or any of its Subsidiaries Affiliates from: (i) acquiring control the whole or any part of any a Person or business which engages in any Competitive Activity; provided that for the fiscal year immediately preceding where such acquisition derived less than 10% Competitive Activities of its revenues from Restricted Activities, (C) Xxxxxxx-Xxxxxx or any of its Subsidiaries acquiring control of any such Person or business that for the fiscal year immediately preceding such acquisition derived more represent greater than 1025% of its the annual revenues but less than 35% as set out in the latest available annual financial statements of its revenues from Restricted Activities so long as it that Person or business, Sellers and/or their Affiliates shall use its reasonable best efforts to divest such operations as promptly as practicable and Person, business or portion thereof to the extent engaging in any event such Competitive Activity within 12 twelve (12) months after the consummation of such acquisition (irrespective of control, (D) Xxxxxxx-Xxxxxx or any of its Subsidiaries owning an interest acquired as a creditor in bankruptcy or otherwise than by a voluntary investment decision in a Person or business that for whether the fiscal year immediately preceding the acquisition end of such interest by Xxxxxxx-Xxxxxx or any of its Subsidiaries derived 10% or more of its revenues from Restricted Activities, so long as Xxxxxxx-Xxxxxx or its applicable Subsidiary shall use its reasonable best efforts to divest such interest as promptly as practicable and in any event within 12 months twelve (12)-month period occurs after the acquisition expiration of such interestthe non-compete period); and provided, howeverfurther, that Xxxxxxx-Xxxxxx and its Subsidiaries this Section 6.17(b)(i) shall not be required to divest any such interest acquired pursuant to this clause restrict acquisitions by (DA) if its fair market value at HD Supply’s “Facilities Maintenance” business unit of businesses involved in (x) the time of such acquisition is less than $1,000,000industrial MRO (maintenance, repair & operations) industry or (Ey) Xxxxxxx-Xxxxxx and its Subsidiaries operating up to ten retail stores that sell beauty care productsHD Supply’s “USA Blue Book” business, (F) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing their branded professional beauty care products directly or through distributors to salons and salon professionals, (G) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing professional beauty care products in each case solely as part of any third Person directly to salons and salon professionals within the Restricted Territories if any member reasonable expansion of the Xxxxxxx-Xxxxxx Group HD Supply’s “Facilities Maintenance” business unit as of the date hereof sells and distributes such products and which sales will in no event exceed 2% of the consolidated net sales of Xxxxxxx-Xxxxxx in any fiscal year or (H) Xxxxxxx-Xxxxxx and its Subsidiaries operating their company stores in any office, plant or warehouse owned or leased by Xxxxxxx-Xxxxxx or any of its Subsidiaries (each of which shall not be deemed to be a retail store for purposes of Section 7.19(a)(ii)(E)). For the avoidance of doubt, Xxxxxxx-Xxxxxx and its Subsidiaries may actively operate, manage and control any Person or business any of them acquire in accordance with clause (B) and/or clause (C)currently conducted. (iiiii) Xxxxxxx-Xxxxxx and Regis agree that the covenants included in Section 7.19(a) are reasonable in their geographic and temporal coverage, and that neither Xxxxxxx-Xxxxxx nor Regis shall raise any issue of geographic or temporal reasonableness in any proceeding continuing to enforce such covenant; provided, however, that if the provision of Section 7.19(a) should ever be deemed to exceed the time or geographic limitations or any other limitations permitted by Applicable Law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the minimum extent required by Applicable Law to cure such problem. Notwithstanding any other provision of this Agreement, it is understood and agreed that monetary damages would be inadequate engage in the case Competitive Activities as currently conducted by or within any retained businesses of HD Supply and its Affiliates (including each of its direct and indirect Subsidiaries) and any breach of the covenants contained in Section 7.19(a), and that Regis shall be entitled to seek equitable relief, including the remedy of specific performance, with respect to any breach or attempted breach reasonable expansion of such covenantsCompetitive Activities in connection with the reasonable expansion of such retained businesses (which may include geographic expansion, product expansion and/or channel expansion).

Non-Competition. (ia) Xxxxxxx-Xxxxxx agrees In order that Purchaser may have and enjoy the full benefit of the Business, the Seller Parties agree that for a period of 30 months following commencing on the Closing Date it and ending on the fifth anniversary thereof (the “Non-Competition Period”), the Seller Parties shall not not, and shall cause its their Subsidiaries not to acquireto, manage, operate, control or otherwise engage in any business of (A) operating or franchising retail stores within the United States, Canada, Mexico, Puerto Rico, the United Kingdom, Ireland, Germany and/or Japan (the “Restricted Territories”) that sell beauty care products of Xxxxxxx-Xxxxxx or any third Person or (B) distributing to salons and salon professionals within the Restricted Territories professional beauty care products of any unaffiliated third Person (collectively, “Restricted Activities”). (ii) Section 7.19(a)(i) shall be deemed not breached as a result of (A) the ownership by Xxxxxxx-Xxxxxx or any of its Subsidiaries of: (1) less than an aggregate of 5% of any class of capital stock of a Person engagedengage, directly or indirectly, in Restricted Activitiesa Competing Business or acquire more than ten percent (10%) of the outstanding equity interest in any Business Competitor. For purposes of this Agreement: (i) “Competing Business” shall mean designing, developing, researching, manufacturing, supplying, distributing, selling, supporting, maintaining or servicing any IR Product; provided, however, that such capital stock is listed or quoted on a national securities exchange or the Nasdaq National Market or and (2ii) less than 15% in value of any instrument of indebtedness of a Person engaged, directly or indirectly, in Restricted Activities, (B) Xxxxxxx-Xxxxxx or any of its Subsidiaries acquiring control of “Business Competitor” shall mean any Person or business that for the fiscal year immediately preceding such acquisition derived less than 10% of its revenues from Restricted Activities, (C) Xxxxxxx-Xxxxxx or any of its Subsidiaries acquiring control of any Person or business that for the fiscal year immediately preceding such acquisition derived more than 10% of its revenues but less than 35% of its consolidated gross revenues from Restricted Activities Competing Businesses during the four fiscal quarters prior to the Seller Parties or any of their Subsidiaries entering into an agreement providing for the investment in or acquisition of such Person, for which financial statements are available. Notwithstanding the foregoing, the provisions of this Section 1 shall not restrict the Seller Parties or any of their Subsidiaries from: (x) acquiring and operating any Business Competitor so long as it shall use its reasonable best efforts to divest (A) the Seller Parties or such operations as promptly as practicable and in any event Subsidiary divests all or a portion of the Competing Business conducted by such Business Competitor within 12 twelve (12) months after the consummation of such transaction such that an acquisition by the Seller Party or such Subsidiary of controlthe retained portion of the Competing Business would be permissible under the terms of the foregoing clause “(ii)”; and (B) while owned, the Seller Parties and their Subsidiaries do not provide such Business Competitor with any Licensed Business Technology or Licensed Business Intellectual Property Rights held by the Seller Parties or their Subsidiaries prior to the date of such acquisition; (Dy) Xxxxxxx-Xxxxxx owning, directly or indirectly, solely as an investment, securities of any Person traded on a national securities exchange, provided that no Seller Party or any of its Subsidiaries owning an interest acquired as Affiliates (1) is a creditor in bankruptcy or otherwise than by a voluntary investment decision in a controlling Person or business member of a group that for the fiscal year immediately preceding the acquisition of controls such interest by Xxxxxxx-Xxxxxx Person and (2) directly or any of its Subsidiaries derived indirectly owns more than ten percent (10% %) or more of its revenues from Restricted Activities, so long as Xxxxxxx-Xxxxxx or its applicable Subsidiary shall use its reasonable best efforts to divest such interest as promptly as practicable and in any event within 12 months after the acquisition voting securities of such interest; providedPerson, however, that Xxxxxxx-Xxxxxx and its Subsidiaries shall not be required to divest any such interest acquired pursuant to this clause (D) if its fair market value at the time of such acquisition is less than $1,000,000, (E) Xxxxxxx-Xxxxxx and its Subsidiaries operating up to ten retail stores that sell beauty care products, (F) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing their branded professional beauty care products directly or through distributors to salons and salon professionals, (G) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing professional beauty care products of any third Person directly to salons and salon professionals within the Restricted Territories if any member of the Xxxxxxx-Xxxxxx Group as of the date hereof sells and distributes such products and which sales will in no event exceed 2% of the consolidated net sales of Xxxxxxx-Xxxxxx in any fiscal year or (Hz) Xxxxxxx-Xxxxxx and its Subsidiaries operating their company stores in any officecontinuing to operate existing lines of business, plant or warehouse owned or leased by Xxxxxxx-Xxxxxx or any of its Subsidiaries (each of which shall not be deemed to be a retail store for purposes of Section 7.19(a)(ii)(E)). For other than the avoidance of doubt, Xxxxxxx-Xxxxxx and its Subsidiaries may actively operate, manage and control any Person or business any of them acquire in accordance with clause (B) and/or clause (C)Business. (iii) Xxxxxxx-Xxxxxx and Regis agree that the covenants included in Section 7.19(a) are reasonable in their geographic and temporal coverage, and that neither Xxxxxxx-Xxxxxx nor Regis shall raise any issue of geographic or temporal reasonableness in any proceeding to enforce such covenant; provided, however, that if the provision of Section 7.19(a) should ever be deemed to exceed the time or geographic limitations or any other limitations permitted by Applicable Law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the minimum extent required by Applicable Law to cure such problem. Notwithstanding any other provision of this Agreement, it is understood and agreed that monetary damages would be inadequate in the case of any breach of the covenants contained in Section 7.19(a), and that Regis shall be entitled to seek equitable relief, including the remedy of specific performance, with respect to any breach or attempted breach of such covenants.”

Non-Competition. (a) In consideration of the Purchase Price and the covenants set forth in this Agreement, Seller agrees that it will not (i) Xxxxxxx-Xxxxxx agrees that for a the period of 30 months following beginning on the Closing Date it shall not and shall cause ending five years thereafter directly or indirectly, for its Subsidiaries not to acquireown account or as an agent, managetrustee, operateconsultant or member, control partner, shareholder or otherwise engage in any business of (A) operating or franchising retail stores within the United States, Canada, Mexico, Puerto Rico, the United Kingdom, Ireland, Germany and/or Japan (the “Restricted Territories”) that sell beauty care products of Xxxxxxx-Xxxxxx or any third Person or (B) distributing to salons and salon professionals within the Restricted Territories professional beauty care products other equity holder of any unaffiliated third Person corporation, firm, company, partnership or other entity (collectively, “Restricted Activities”). (ii) Section 7.19(a)(i) shall be deemed not breached other than as a result of (A) the ownership by Xxxxxxx-Xxxxxx or any of its Subsidiaries of: (1) less than an aggregate owner of 5% or less of any class of capital stock publicly traded securities), or otherwise, anywhere in the world, design, manufacture, sell, distribute or market or attempt to sell, distribute or market digitally tuned oscillators or any product contained in the current product catalogue of a Person engagedthe Business as set forth at Exhibit 10.1(a) or expressly identified therein as capable of being manufactured by the Business (the "Restricted Activity"), directly or indirectlycall on or solicit business from any current customer of the Business or any customer who has purchased products or services from the Business within 12 months prior to the date of this Agreement for any Restricted Activity, in Restricted Activities; provided, however, that such capital stock is listed "Restricted Activity" shall not include (i) manufacturing products for Buyer, or quoted (ii) with respect to products sold on a national securities exchange stand alone basis by the Business, the manufacture or incorporation of products of such type by Seller (or its Affiliates) into systems or other products and the Nasdaq National Market use or sale thereof; and provided, further, that the restrictions set forth in this Section 10.1(a) shall not apply to any acquirer or successor in any merger, acquisition, reorganization or sale of all or substantially all of the assets of Seller (2including this Agreement) less than 15% that is engaged in value any Restricted Activities prior to the date of the consummation of such transaction so long as and to the extent that such acquirer or successor does not carry on such Restricted Activities following such transaction in the name of REMEC or under any trademark or trade name that includes, is derived from or is similar to REMEC, and (ii) for the period beginning on the Closing Date and ending two years thereafter, employ or solicit the employment of any instrument Transferred Employee. (b) In consideration of indebtedness of a Person engagedthe covenants set forth in this Agreement, Buyer agrees that it will not for the period beginning on the Closing Date and ending five years thereafter, anywhere in the world, manufacture, sell, market or distribute, or attempt to manufacture, sell, market or distribute, directly or indirectlythrough contract manufacturers, in Restricted Activitiesthe following products to the customers indicated; (i) Siemens UMTS Power Amplifier and Transceiver products (QBS 457, (B495 and 512) Xxxxxxx-Xxxxxx or any next generation of such products to Siemens or any of its Subsidiaries acquiring control of any Person or business that for the fiscal year immediately preceding such acquisition derived less than 10% of its revenues from Restricted Activities, (C) Xxxxxxx-Xxxxxx or any of its Subsidiaries acquiring control of any Person or business that for the fiscal year immediately preceding such acquisition derived more than 10% of its revenues but less than 35% of its revenues from Restricted Activities so long as it shall use its reasonable best efforts to divest such operations as promptly as practicable and in any event within 12 months after the consummation of such acquisition of control, (D) Xxxxxxx-Xxxxxx or any of its Subsidiaries owning an interest acquired as a creditor in bankruptcy or otherwise than by a voluntary investment decision in a Person or business that for the fiscal year immediately preceding the acquisition of such interest by Xxxxxxx-Xxxxxx or any of its Subsidiaries derived 10% or more of its revenues from Restricted Activities, so long as Xxxxxxx-Xxxxxx or its applicable Subsidiary shall use its reasonable best efforts to divest such interest as promptly as practicable and in any event within 12 months after the acquisition of such interestaffiliates; provided, however, that Xxxxxxx-Xxxxxx and its Subsidiaries shall not be required to divest any such interest acquired pursuant to this clause (D) if its fair market value at the time of such acquisition is less than $1,000,000, (E) Xxxxxxx-Xxxxxx and its Subsidiaries operating up to ten retail stores that sell beauty care products, (F) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing their branded professional beauty care products directly or through distributors to salons and salon professionals, (G) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing professional beauty care products of any third Person directly to salons and salon professionals within the Restricted Territories if any member of the Xxxxxxx-Xxxxxx Group as of the date hereof sells and distributes such products and which sales will in no event exceed 2% of the consolidated net sales of Xxxxxxx-Xxxxxx in any fiscal year or (H) Xxxxxxx-Xxxxxx and its Subsidiaries operating their company stores in any office, plant or warehouse owned or leased by Xxxxxxx-Xxxxxx or any of its Subsidiaries (each of which shall not be deemed to be a retail store for purposes of Section 7.19(a)(ii)(E)). For the avoidance of doubt, Xxxxxxx-Xxxxxx and its Subsidiaries may actively operate, manage and control any Person or business any of them acquire in accordance with clause (B) and/or clause (C). (iii) Xxxxxxx-Xxxxxx and Regis agree that the covenants included in Section 7.19(a) are reasonable in their geographic and temporal coverage, and that neither Xxxxxxx-Xxxxxx nor Regis shall raise any issue of geographic or temporal reasonableness in any proceeding to enforce such covenant; provided, however, that if the provision of Section 7.19(a) should ever be deemed to exceed the time or geographic limitations or any other limitations permitted by Applicable Law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the minimum extent required by Applicable Law to cure such problem. Notwithstanding any other provision of this Agreement, it is understood and agreed that monetary damages would be inadequate in the case of any breach of the covenants contained in Section 7.19(a), and that Regis shall be entitled to seek equitable relief, including the remedy of specific performance, with respect to any breach or attempted breach of such covenants.and

Non-Competition. Each of the Equity Holder and the Seller is familiar with the trade secrets related to the Business and with other Confidential Information concerning the Business, including all (ia) Xxxxxxx-Xxxxxx inventions, technology and research and development related to the Business, (b) customers and clients and customer and client lists related to the Business, (c) products (including products under development) and services related to the Business and related costs and pricing structures and manufacturing techniques, (d) accounting and business methods and practices related to the Business and (e) similar and related Confidential Information and trade secrets related to the Business. Each of the Equity Holder and the Seller acknowledges and agrees that the Business would be irreparably damaged if such Party were to directly or indirectly provide services to any Person competing with the Business or engaging in a similar business and that such direct or indirect competition by any such Party would result in a significant loss of goodwill by the Business. In further consideration for the Buyer’s payment of the Purchase Price under this Agreement (in respect of which payment each of the Equity Holder and the Seller expressly acknowledges that he or it derives a substantial and direct benefit), and in order to protect the value of the Business acquired by the Buyer hereunder (including the goodwill inherent in the Business as of the date hereof), each of the Equity Holder and the Seller hereby agrees that during the period of 30 months following commencing on the Closing Date it shall not and shall cause its Subsidiaries not to acquire, manage, operate, control or otherwise engage in any business ending on the second (2nd) anniversary of (A) operating or franchising retail stores within the United States, Canada, Mexico, Puerto Rico, the United Kingdom, Ireland, Germany and/or Japan Closing Date (the “Restricted TerritoriesNon-Competition Period”) that sell beauty care products of Xxxxxxx-Xxxxxx ), such Party shall not acquire or hold any third Person economic or (B) distributing to salons and salon professionals within the Restricted Territories professional beauty care products of financial interest in, act as a partner, member, stockholder, or representative of, render any unaffiliated third services to, or otherwise operate or hold an interest in any Person (collectivelyother than the Seller) having any location in any county in which the Business or the Buyer conducts operations, “Restricted Activities”). (ii) Section 7.19(a)(i) shall be deemed not breached as a result of (A) the ownership by Xxxxxxx-Xxxxxx which entity, enterprise or any of its Subsidiaries of: (1) less than an aggregate of 5% of any class of capital stock of a other Person engagedprimarily engages in, directly or indirectly, any business that competes with the Business or operates in Restricted Activitiesthe hospitality insurance industry; provided, however, that nothing contained herein shall be construed to prohibit any such capital stock is Party from purchasing up to an aggregate of two percent (2%) of any class of the outstanding voting securities of any other Person whose securities are listed or quoted on a national securities exchange or the Nasdaq National Market or (2) less than 15% in value of any instrument of indebtedness of but only if such investment is held on a Person engaged, directly or indirectly, in Restricted Activities, (B) Xxxxxxx-Xxxxxx or any of its Subsidiaries acquiring control of any Person or business that for the fiscal year immediately preceding such acquisition derived less than 10% of its revenues from Restricted Activities, (C) Xxxxxxx-Xxxxxx or any of its Subsidiaries acquiring control of any Person or business that for the fiscal year immediately preceding such acquisition derived more than 10% of its revenues but less than 35% of its revenues from Restricted Activities so long as it shall use its reasonable best efforts to divest such operations as promptly as practicable and in any event within 12 months after the consummation of such acquisition of control, (D) Xxxxxxx-Xxxxxx or any of its Subsidiaries owning an interest acquired as a creditor in bankruptcy or otherwise than by a voluntary investment decision in a Person or business that for the fiscal year immediately preceding the acquisition of such interest by Xxxxxxx-Xxxxxx or any of its Subsidiaries derived 10% or more of its revenues from Restricted Activities, so long as Xxxxxxx-Xxxxxx or its applicable Subsidiary shall use its reasonable best efforts to divest such interest as promptly as practicable and in any event within 12 months after the acquisition of such interest; provided, however, that Xxxxxxx-Xxxxxx and its Subsidiaries shall not be required to divest any such interest acquired pursuant to this clause (D) if its fair market value at the time of such acquisition is less than $1,000,000, (E) Xxxxxxx-Xxxxxx and its Subsidiaries operating up to ten retail stores that sell beauty care products, (F) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing their branded professional beauty care products directly or through distributors to salons and salon professionals, (G) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing professional beauty care products of any third Person directly to salons and salon professionals within the Restricted Territories if any member of the Xxxxxxx-Xxxxxx Group as of the date hereof sells and distributes such products and which sales will in no event exceed 2% of the consolidated net sales of Xxxxxxx-Xxxxxx in any fiscal year or (H) Xxxxxxx-Xxxxxx and its Subsidiaries operating their company stores in any office, plant or warehouse owned or leased by Xxxxxxx-Xxxxxx or any of its Subsidiaries (each of which shall not be deemed to be a retail store for purposes of Section 7.19(a)(ii)(E)). For the avoidance of doubt, Xxxxxxx-Xxxxxx and its Subsidiaries may actively operate, manage and control any Person or business any of them acquire in accordance with clause (B) and/or clause (Cpurely passive basis). (iii) Xxxxxxx-Xxxxxx and Regis agree that the covenants included in Section 7.19(a) are reasonable in their geographic and temporal coverage, and that neither Xxxxxxx-Xxxxxx nor Regis shall raise any issue of geographic or temporal reasonableness in any proceeding to enforce such covenant; provided, however, that if the provision of Section 7.19(a) should ever be deemed to exceed the time or geographic limitations or any other limitations permitted by Applicable Law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the minimum extent required by Applicable Law to cure such problem. Notwithstanding any other provision of this Agreement, it is understood and agreed that monetary damages would be inadequate in the case of any breach of the covenants contained in Section 7.19(a), and that Regis shall be entitled to seek equitable relief, including the remedy of specific performance, with respect to any breach or attempted breach of such covenants.

Non-Competition. (i) Xxxxxxx-Xxxxxx agrees that In recognition of the provisions of Section 4.1 and as consideration for a period your continued employment by IMIC, the payment by IMIC to you of 30 months following compensation, and IMIC providing you with benefits, you agree that: 4.2.a. While you are performing services for the Closing Date it IMIC Group pursuant to this Employment Agreement, and at all times thereafter, you shall not disclose, communicate, or divulge to any person (other than to officers, directors, or employees of the IMIC Group whose duties require such knowledge) or use for your personal benefit or for the benefit of anyone other than the IMIC Group any trade secrets, specifications, sales plans, programs, research, or other confidential information employed in or proposed to be employed in the business of the IMIC Group and its subsidiaries which comes to or came to your knowledge in the course of or by reason of your employment by IMIC or your performance under this Employment Agreement. i. While you are performing services for the IMIC Group pursuant to this Employment Agreement, and, in the event that your employment pursuant to this Employment Agreement terminates pursuant to Sections 3.1, 3.2, 3.3, or 3.4, during the period that you receive compensation from IMIC pursuant to any of those Sections and thereafter for so long as IMIC continues to pay you in accordance with its payroll practices, but for not more than the 12 month period beginning on the date of termination, compensation at a rate determined in accordance with Section 4.2.b.ii, you shall cause its Subsidiaries not to acquire, manage, operate, control directly or otherwise engage indirectly enter into or in any manner take part as an employee, agent, independent contractor, consultant, owner, sole proprietor, partner, joint venturer, member, officer, director, or shareholder or take part in any other capacity in, for, or with any person, firm, corporation, association, or business enterprise, or in any manner render any assistance to any business or endeavor, whose business activities are the same, similar to, or competitive with any part of (A) operating or franchising retail stores within the business which is conducted by the IMIC Group during the course of your employment by IMIC prior to and pursuant to this Employment Agreement in Sweden, the United States, Canadaor in any territory, Mexicopossession, Puerto Ricoor foreign country, provided that the United Kingdomprovisions of this Section 4.2.b shall not preclude you from ownership, Irelandas an investor, Germany and/or Japan (the “Restricted Territories”) that sell beauty care products of Xxxxxxx-Xxxxxx or any third Person or (B) distributing to salons and salon professionals within the Restricted Territories professional beauty care products of any unaffiliated third Person (collectively, “Restricted Activities”). (ii) Section 7.19(a)(i) shall be deemed not breached as a result of (A) the ownership by Xxxxxxx-Xxxxxx or any of its Subsidiaries of: (1) less than an aggregate of 5% of any class of capital the stock of a Person engaged, directly or indirectly, in Restricted Activities; provided, however, that such capital stock is listed or quoted on a national securities exchange or the Nasdaq National Market or (2) less than 15% in value of any instrument of indebtedness of a Person engaged, directly or indirectly, in Restricted Activities, (B) Xxxxxxx-Xxxxxx or any of its Subsidiaries acquiring control of any Person or business that for the fiscal year immediately preceding such acquisition derived less than 10% of its revenues from Restricted Activities, (C) Xxxxxxx-Xxxxxx or any of its Subsidiaries acquiring control of any Person or business that for the fiscal year immediately preceding such acquisition derived more than 10% of its revenues but less than 35% of its revenues from Restricted Activities so long as it shall use its reasonable best efforts to divest such operations as promptly as practicable and in any event within 12 months after the consummation of such acquisition of control, (D) Xxxxxxx-Xxxxxx or any of its Subsidiaries owning an interest acquired as a creditor in bankruptcy or otherwise than by a voluntary investment decision in a Person or business that for the fiscal year immediately preceding the acquisition of such interest by Xxxxxxx-Xxxxxx or any of its Subsidiaries derived 10% or more of its revenues from Restricted Activities, so long as Xxxxxxx-Xxxxxx or its applicable Subsidiary shall use its reasonable best efforts to divest such interest as promptly as practicable and in any event within 12 months after the acquisition of such interest; provided, however, that Xxxxxxx-Xxxxxx and its Subsidiaries shall not be required to divest any such interest acquired pursuant to this clause (D) if its fair market value at the time of such acquisition is less than $1,000,000, (E) Xxxxxxx-Xxxxxx and its Subsidiaries operating up to ten retail stores that sell beauty care products, (F) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing their branded professional beauty care products directly or through distributors to salons and salon professionals, (G) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing professional beauty care products of any third Person directly to salons and salon professionals within the Restricted Territories if any member of the Xxxxxxx-Xxxxxx Group as of the date hereof sells and distributes such products and publicly owned company which sales will in no event exceed 2% of the consolidated net sales of Xxxxxxx-Xxxxxx in any fiscal year or (H) Xxxxxxx-Xxxxxx and its Subsidiaries operating their company stores in any office, plant or warehouse owned or leased by Xxxxxxx-Xxxxxx or any of its Subsidiaries (each of which shall not be deemed to be a retail store for purposes of Section 7.19(a)(ii)(E)). For the avoidance of doubt, Xxxxxxx-Xxxxxx and its Subsidiaries may actively operate, manage and control any Person or business any of them acquire in accordance with clause (B) and/or clause (C). (iii) Xxxxxxx-Xxxxxx and Regis agree that the covenants included in Section 7.19(a) are reasonable in their geographic and temporal coverage, and that neither Xxxxxxx-Xxxxxx nor Regis shall raise any issue of geographic or temporal reasonableness in any proceeding to enforce such covenant; provided, however, that if the provision of Section 7.19(a) should ever be deemed to exceed the time or geographic limitations or any other limitations permitted by Applicable Law in any jurisdiction, then such provisions shall be deemed reformed engages in such jurisdiction to the minimum extent required by Applicable Law to cure such problem. Notwithstanding any other provision of this Agreement, it is understood and agreed that monetary damages would be inadequate in the case of any breach of the covenants contained in Section 7.19(a), and that Regis shall be entitled to seek equitable relief, including the remedy of specific performance, with respect to any breach or attempted breach of such covenantsbusiness activities.

Non-Competition. (ia) Xxxxxxx-Xxxxxx Seller agrees that that, as part of the consideration for the payment of the Purchase Price, for a period of 30 months five (5) years following the Closing Date it shall not and shall cause its Subsidiaries not to acquireDate, manage, operate, control or otherwise engage in any business of (A) operating or franchising retail stores within the United States, Canada, Mexico, Puerto Rico, the United Kingdom, Ireland, Germany and/or Japan (the “Restricted Territories”) that sell beauty care products of Xxxxxxx-Xxxxxx or any third Person or (B) distributing to salons and salon professionals within the Restricted Territories professional beauty care products of any unaffiliated third Person (collectively, “Restricted Activities”). (ii) Section 7.19(a)(i) shall be deemed not breached as a result of (A) the ownership by Xxxxxxx-Xxxxxx or neither Seller nor any of its Subsidiaries of: (1) less than an aggregate of 5% of any class of capital stock of a Person engagedAffiliates will, directly or indirectly, as a principal, stockholder, joint venturer or otherwise, (i) operate, perform or have any ownership interest in Restricted Activities; providedany business that designs, howeverdevelops, manufactures, markets, sells or distributes products that such capital stock is listed or quoted on a national securities exchange or directly and intentionally compete with the Nasdaq National Market Target Business or (2ii) less than 15% except in value connection with patent cross-licenses and other patent licenses entered into by Seller or an Affiliate in connection with patent licensing activities, sales of any instrument products or settlement of indebtedness of a Person engaged, directly or indirectlylitigation, in Restricted Activitieseach case in the ordinary course of business consistent with past practice, Seller shall not knowingly grant any license to the Licensed Intellectual Property for the purpose of enabling a Third Party to compete with the Target Business, except that Seller may purchase or otherwise acquire by merger, purchase of assets, stock (B) Xxxxxxx-Xxxxxx including investing as a minority shareholder), controlling interest or any of its Subsidiaries acquiring control of otherwise any Person or business that for or engage in any similar merger and acquisition activity with any Person the fiscal year immediately preceding primary business of which is not in competition with the Target Business. For the purposes of this Section 5.14(a), ownership of securities of a company whose securities are publicly traded on a recognized securities exchange not in excess of five percent (5%) of any class of such acquisition derived securities shall not be considered to be competition with the Target Business, and a Person shall not be considered to be in the “primary business” of competing with the Target Business if such Person derives less than 10% five percent (5%) of its revenues from Restricted Activities, (C) Xxxxxxx-Xxxxxx or any of its Subsidiaries acquiring control of any Person or business products that for compete with the fiscal year immediately preceding such acquisition derived more than 10% of its revenues but less than 35% of its revenues from Restricted Activities so long as it shall use its reasonable best efforts to divest such operations as promptly as practicable and in any event within 12 months after the consummation of such acquisition of control, (D) Xxxxxxx-Xxxxxx or any of its Subsidiaries owning an interest acquired as a creditor in bankruptcy or otherwise than by a voluntary investment decision in a Person or business that for the fiscal year immediately preceding the acquisition of such interest by Xxxxxxx-Xxxxxx or any of its Subsidiaries derived 10% or more of its revenues from Restricted Activities, so long as Xxxxxxx-Xxxxxx or its applicable Subsidiary shall use its reasonable best efforts to divest such interest as promptly as practicable and in any event within 12 months after the acquisition of such interest; provided, however, that Xxxxxxx-Xxxxxx and its Subsidiaries shall not be required to divest any such interest acquired pursuant to this clause (D) if its fair market value at the time of such acquisition is less than $1,000,000, (E) Xxxxxxx-Xxxxxx and its Subsidiaries operating up to ten retail stores that sell beauty care products, (F) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing their branded professional beauty care products directly or through distributors to salons and salon professionals, (G) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing professional beauty care products of any third Person directly to salons and salon professionals within the Restricted Territories if any member of the Xxxxxxx-Xxxxxx Group as of the date hereof sells and distributes such products and which sales will in no event exceed 2% of the consolidated net sales of Xxxxxxx-Xxxxxx in any fiscal year or (H) Xxxxxxx-Xxxxxx and its Subsidiaries operating their company stores in any office, plant or warehouse owned or leased by Xxxxxxx-Xxxxxx or any of its Subsidiaries (each of which shall not be deemed to be a retail store for purposes of Section 7.19(a)(ii)(E))Target Business. For the avoidance of doubt, Xxxxxxx-Xxxxxx and its Subsidiaries may actively operate, manage and control any Person or business any of them acquire in accordance with clause (B) and/or clause (C). (iii) Xxxxxxx-Xxxxxx and Regis the Parties agree that the covenants included agreements and limitations set forth in this Section 5.14 shall not apply to any entity that acquires all or part of Seller or any of its Affiliates in any transaction. (b) Seller acknowledges that the restrictions set forth in Section 7.19(a5.14(a) are reasonable in their geographic constitute a material inducement to Buyer’s entering into and temporal coverage, and that neither Xxxxxxx-Xxxxxx nor Regis shall raise any issue of geographic or temporal reasonableness in any proceeding to enforce such covenant; provided, however, that if the provision of Section 7.19(a) should ever be deemed to exceed the time or geographic limitations or any other limitations permitted by Applicable Law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the minimum extent required by Applicable Law to cure such problem. Notwithstanding any other provision of performing this Agreement. Seller further acknowledges, it is understood stipulates and agreed agrees that monetary damages would a breach of such obligation could result in irreparable harm and continuing damage to Buyer for which there may be inadequate no adequate remedy at Law and further agrees that in the case event of any breach of the covenants contained in Section 7.19(a)said obligation, and that Regis shall Buyer may be entitled to seek equitable reliefinjunctive relief and to such other relief as is proper under the circumstances. (c) If any provision contained in this Section shall for any reason be held invalid, including illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Section 5.14, but this Section 5.14 shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. It is the remedy intention of specific performancethe Parties that if any of the restrictions or covenants contained herein is held to cover a geographic area or to be for a length of time which is not permitted by applicable Law, with respect or in any way construed to be too broad or to any breach extent invalid, such provision shall not be construed to be null, void and of no effect, but to the extent such provision would be valid or attempted breach enforceable under applicable Law, a court of such covenants.competent jurisdiction shall construe and interpret or reform this Section 5.14 to

Non-Competition. (ia) Xxxxxxx-Xxxxxx Seller agrees that that, as part of the consideration for the payment of the Purchase Price, for a period of 30 months three (3) years immediately following the Closing Date it shall not and shall cause Date, neither Seller nor any of its Subsidiaries not to acquireAffiliates will directly or indirectly, (1) as a principal, managestockholder or otherwise, operate, control perform or have any ownership interest in any business that develops, manufactures, sells, installs or distributes products in competition with the Optoelectronics Business, except that Seller may (i) purchase or otherwise acquire by merger, purchase of assets, stock, controlling interest or otherwise any Person or business or engage in any similar merger and acquisition activity with any Person the primary business (defined below) of (A) operating which is not in competition with the Optoelectronics Business, or franchising retail stores within the United States, Canada, Mexico, Puerto Rico, the United Kingdom, Ireland, Germany and/or Japan (the “Restricted Territories”) that sell beauty care products of Xxxxxxx-Xxxxxx or any third Person or (B) distributing to salons and salon professionals within the Restricted Territories professional beauty care products of any unaffiliated third Person (collectively, “Restricted Activities”). (ii) use or license its Proprietary Information to the extent permitted by the Intellectual Property Agreement. For the purposes of this Section 7.19(a)(i) shall be deemed 5.10(a), ownership of securities of a company whose securities are publicly traded under a recognized securities exchange not breached as a result in excess of (A) the ownership by Xxxxxxx-Xxxxxx or any of its Subsidiaries of: (1) less than an aggregate of 510% of any class of capital stock of such securities shall not be considered to be competition with the Optoelectronics Business, and a Person engaged, directly or indirectly, shall not be considered to be in Restricted Activities; provided, however, that the “primary business” of competing with the Optoelectronics Business if such capital stock is listed or quoted on a national securities exchange or the Nasdaq National Market or (2) Person derives less than 15% in value of any instrument of indebtedness of a Person engaged, directly or indirectly, in Restricted Activities, (B) Xxxxxxx-Xxxxxx or any of its Subsidiaries acquiring control of any Person or business that for the fiscal year immediately preceding such acquisition derived less than 1020% of its revenues from Restricted Activitiesproducts that compete with the Optoelectronics Business, or (C2) Xxxxxxx-Xxxxxx solicit for employment or any of its Subsidiaries acquiring control of any Person employ anyone who is then, or business that for the fiscal year immediately preceding such acquisition derived more than 10% of its revenues but less than 35% of its revenues from Restricted Activities so long as it shall use its reasonable best efforts to divest such operations as promptly as practicable and in any event within 12 months after the consummation of such acquisition of control, (D) Xxxxxxx-Xxxxxx or any of its Subsidiaries owning an interest acquired as a creditor in bankruptcy or otherwise than by a voluntary investment decision in a Person or business that for the fiscal year immediately preceding the acquisition of such interest by Xxxxxxx-Xxxxxx or any of its Subsidiaries derived 10% or more of its revenues from Restricted Activities, so long as Xxxxxxx-Xxxxxx or its applicable Subsidiary shall use its reasonable best efforts to divest such interest as promptly as practicable and in any event within 12 months after the acquisition of such interest; provided, however, that Xxxxxxx-Xxxxxx and its Subsidiaries shall not be required to divest any such interest acquired pursuant to this clause (D) if its fair market value at the time of such acquisition is less than $1,000,000, (E) Xxxxxxx-Xxxxxx and its Subsidiaries operating up to ten retail stores that sell beauty care products, (F) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing their branded professional beauty care products directly or through distributors to salons and salon professionals, (G) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing professional beauty care products of any third Person directly to salons and salon professionals had within the Restricted Territories if any member preceding twelve (12) months been, an employee of the Xxxxxxx-Xxxxxx Group as of the date hereof sells and distributes such products and which sales will in no event exceed 2% of the consolidated net sales of Xxxxxxx-Xxxxxx in any fiscal year Buyer or (H) Xxxxxxx-Xxxxxx and its Subsidiaries operating their company stores in any office, plant or warehouse owned or leased by Xxxxxxx-Xxxxxx or any of its Subsidiaries (each of which shall not be deemed to be a retail store for purposes of Section 7.19(a)(ii)(E)). For the avoidance of doubt, Xxxxxxx-Xxxxxx and its Subsidiaries may actively operate, manage and control any Person or business any of them acquire in accordance with clause (B) and/or clause (C)Buyer Designee. (iiib) Xxxxxxx-Xxxxxx and Regis agree Seller acknowledges that the covenants included restrictions set forth in Section 7.19(a5.10(a) are reasonable in their geographic constitute a material inducement to Buyer’s entering into and temporal coverage, and that neither Xxxxxxx-Xxxxxx nor Regis shall raise any issue of geographic or temporal reasonableness in any proceeding to enforce such covenant; provided, however, that if the provision of Section 7.19(a) should ever be deemed to exceed the time or geographic limitations or any other limitations permitted by Applicable Law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the minimum extent required by Applicable Law to cure such problem. Notwithstanding any other provision of performing this Agreement. Seller further acknowledges, it is understood stipulates and agreed agrees that monetary damages would a breach of such obligation could result in irreparable harm and continuing damage to Buyer for which there may be inadequate no adequate remedy at law and further agrees that in the case event of any breach of the covenants contained in Section 7.19(a)said obligation, and that Regis shall Buyer may be entitled to seek equitable reliefinjunctive relief and to such other relief as is proper under the circumstances. (c) If any provision contained in this Section shall for any reason be held invalid, including illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Section 5.10, but this Section 5.10 shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. It is the remedy intention of specific performancethe parties that if any of the restrictions or covenants contained herein is held to cover a geographic area or to be for a length of time which is not permitted by applicable Law, with respect or in any way construed to be too broad or to any breach extent invalid, such provision shall not be construed to be null, void and of no effect, but to the extent such provision would be valid or attempted breach enforceable under applicable Law, a court of competent jurisdiction shall construe and interpret or reform this Section 5.10 to provide for a covenant having the maximum enforceable geographic area, time period and other provisions (not greater than those contained herein) as shall be valid and enforceable under such covenantsapplicable Law.

Non-Competition. Each of Xxxx Xxxxxxx, Xxxxxx Xxxxxxx, Xxx Xxxxxxx and Xxxxx Xxxxxxxx (each, a “Restricted Party”) agrees and acknowledges that he is familiar with the trade secrets and other information of a confidential or proprietary nature of the Company and its business relations. Each Restricted Party agrees and acknowledges that Buyer and its Affiliates would be irreparably damaged if such Restricted Party was to compete, or to provide services or to otherwise participate (whether through ownership or otherwise) in the operations or business of any Person competing with (i) Xxxxxxx-Xxxxxx the products sold by the Company or the Business, as conducted and as actively planned to be conducted, as of the Closing; or (ii) the products sold by the Vishay Measurements Group, Inc. business, as conducted as of the Closing and as actively planned to be conducted and that are within the scope of its current products and business, as of the Closing (collectively, the “Restricted Business”), and that any such competition would result in a significant loss of goodwill by Buyer. Each Restricted Party further agrees and acknowledges that for (i) the covenants and agreements set forth in this Section 4.7 were a period material inducement to Buyer to enter into this Agreement and to perform its obligations hereunder, and that Buyer would not obtain the benefit of 30 months the bargain set forth in this Agreement as specifically negotiated by the Parties if any Restricted Party breached any of the provisions of this Section 4.7, and (ii) in order to assure Buyer that the Company and the Business following the Closing Date will retain their value, it shall not and shall cause its Subsidiaries is necessary that each Restricted Party undertake not to acquireutilize his special knowledge of the Company and the Business and such Restricted Party’s relationship with clients or customers, managesuppliers and other business relationships to compete with Buyer for the Restricted Period. Therefore, operatein further consideration of the amounts to be paid hereunder on the Closing Date in exchange for the Shares, control or otherwise engage in any business of (Aeach Restricted Party agrees that from and after the Closing Date and continuing for the period set forth next to each Restricted Party’s name on Schedule 4.7(a) operating or franchising retail stores within the United States, Canada, Mexico, Puerto Rico, the United Kingdom, Ireland, Germany and/or Japan (the “Restricted Territories”) that sell beauty care products of Xxxxxxx-Xxxxxx or any third Person or (B) distributing to salons and salon professionals within the Restricted Territories professional beauty care products of any unaffiliated third Person (collectively, “Restricted ActivitiesPeriod”). (ii) Section 7.19(a)(i) shall be deemed , he will not, and will cause each of his Affiliates not breached as a result of (A) the ownership by Xxxxxxx-Xxxxxx or any of its Subsidiaries of: (1) less than an aggregate of 5% of any class of capital stock of a Person engagedto, directly or indirectly, in Restricted Activities; providedeither for himself or through any other Person, however, that such capital stock is listed or quoted on a national securities exchange or the Nasdaq National Market or (2) less than 15% in value of any instrument of indebtedness of a Person engaged, directly or indirectly, in Restricted Activities, (B) Xxxxxxx-Xxxxxx or any of its Subsidiaries acquiring control of any Person or business that for the fiscal year immediately preceding such acquisition derived less than 10% of its revenues from Restricted Activities, (C) Xxxxxxx-Xxxxxx or any of its Subsidiaries acquiring control of any Person or business that for the fiscal year immediately preceding such acquisition derived more than 10% of its revenues but less than 35% of its revenues from Restricted Activities so long as it shall use its reasonable best efforts to divest such operations as promptly as practicable and in any event within 12 months after other capacity, solicit or otherwise seek to obtain or perform any Restricted Business. Schedule 4.7(a) also sets forth provision applicable to Xxxxx Xxxxxxxx which modify the consummation terms of such acquisition of control, (D) Xxxxxxx-Xxxxxx or any of its Subsidiaries owning this Section. The foregoing restrictions shall not prevent Xxxx Xxxxxxx from continuing to own an interest acquired as a creditor in bankruptcy or otherwise than in, and operate the business of, Telspan Data, LLC, an Arizona limited liability company (the “Excluded Business”). The Excluded Business includes (i) the products and lines of business conducted by a voluntary investment decision in a Person or business that for the fiscal year immediately preceding the acquisition of such interest by Xxxxxxx-Xxxxxx or any of its Subsidiaries derived 10% or more of its revenues from Restricted ActivitiesTelspan Data, so long as Xxxxxxx-Xxxxxx or its applicable Subsidiary shall use its reasonable best efforts to divest such interest as promptly as practicable and in any event within 12 months after the acquisition of such interest; provided, however, that Xxxxxxx-Xxxxxx and its Subsidiaries shall not be required to divest any such interest acquired pursuant to this clause (D) if its fair market value at the time of such acquisition is less than $1,000,000, (E) Xxxxxxx-Xxxxxx and its Subsidiaries operating up to ten retail stores that sell beauty care products, (F) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing their branded professional beauty care products directly or through distributors to salons and salon professionals, (G) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing professional beauty care products of any third Person directly to salons and salon professionals within the Restricted Territories if any member of the Xxxxxxx-Xxxxxx Group LLC as of the date hereof sells Closing, and distributes such (ii) to the extent not competitive with the Restricted Business, the products and which sales will in no event exceed 2% lines of business that Telspan Data, LLC may develop or conduct after the consolidated net sales of Xxxxxxx-Xxxxxx in any fiscal year or (H) Xxxxxxx-Xxxxxx and its Subsidiaries operating their company stores in any office, plant or warehouse owned or leased by Xxxxxxx-Xxxxxx or any of its Subsidiaries (each of which shall not be deemed to be a retail store for purposes of Section 7.19(a)(ii)(E)). For the avoidance of doubt, Xxxxxxx-Xxxxxx and its Subsidiaries may actively operate, manage and control any Person or business any of them acquire in accordance with clause (B) and/or clause (C)Closing. (iii) Xxxxxxx-Xxxxxx and Regis agree that the covenants included in Section 7.19(a) are reasonable in their geographic and temporal coverage, and that neither Xxxxxxx-Xxxxxx nor Regis shall raise any issue of geographic or temporal reasonableness in any proceeding to enforce such covenant; provided, however, that if the provision of Section 7.19(a) should ever be deemed to exceed the time or geographic limitations or any other limitations permitted by Applicable Law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the minimum extent required by Applicable Law to cure such problem. Notwithstanding any other provision of this Agreement, it is understood and agreed that monetary damages would be inadequate in the case of any breach of the covenants contained in Section 7.19(a), and that Regis shall be entitled to seek equitable relief, including the remedy of specific performance, with respect to any breach or attempted breach of such covenants.

Non-Competition. (a) For a period of five (5) years from the Closing, Seller shall not, and shall cause each of its Affiliates not to, (i) Xxxxxxx-Xxxxxx agrees that for a period directly or indirectly, develop, market or sell products in the United States similar in type to the Life & Annuity Contracts and the type of 30 months following products sold by the Investment Adviser Subsidiaries or Broker/Dealer Subsidiaries immediately prior to the Closing Date it shall not and shall cause its Subsidiaries not to acquireDate, manage(ii) establish in the United States any new business which engages in the activities described in the preceding clause (i) or (iii) license, operate, control transfer or otherwise convey in the United States any trademark of Seller or any of its Affiliates used by the Acquired Companies prior to the Closing to any person that has indicated an intention to or is reasonably likely to engage in any business of (A) operating or franchising retail stores within the United States, Canada, Mexico, Puerto Rico, the United Kingdom, Ireland, Germany and/or Japan such activities (the “Restricted Territories”) that sell beauty care products of Xxxxxxx-Xxxxxx or any third Person or activities described in clauses (B) distributing to salons and salon professionals within the Restricted Territories professional beauty care products of any unaffiliated third Person (collectivelyi)-(iii), “Restricted "Competitive Activities”"). (iib) Notwithstanding anything to the contrary contained in this Section 7.19(a)(i) 4.20, Buyer hereby agrees that the foregoing covenant shall not be deemed not to be breached as a result of: (i) the development, marketing or sale of products of a type not sold by the Acquired Companies (Aincluding the Investment Adviser Subsidiaries and Broker/Dealer Subsidiaries) at the time of the Closing; (ii) Competitive Activities conducted by Talbot Financial Corporation and its subsidiaries at the time of the Closing; (iii) any activities (whether Competitive Activities or otherwise) by any Person or business that merges with or acquires Seller or any of its Affiliates or any interest in either, whether through merger (whether forward, reverse or reverse triangular in structure), stock purchase, asset purchase or otherwise, so long as for the first year following the consummation of any such transaction, the directors of the Seller and its Affiliates (or any Persons designated by the Seller or its Affiliates) do not constitute a majority of the board of directors of the acquirer or the surviving company; (iv) the acquisition by Seller or its Affiliates of any Person or business that is engaged in Competitive Activities, so long as the Competitive Activities accounted for less than 35% of the consolidated revenues of such Person or business for the 12 months prior to such acquisition; or (v) the ownership by Xxxxxxx-Xxxxxx Seller or any of its Subsidiaries of: Affiliates of (1A) less than an aggregate of 5% of any class of capital stock of a Person engaged, directly or indirectly, in Restricted Competitive Activities; provided, however, that such capital stock is listed or quoted on a national securities exchange or is quoted on the Nasdaq National Market or System of NASDAQ; (2B) less than 155% in value of any instrument of indebtedness of a Person engaged, directly or indirectly, in Restricted Competitive Activities, (B) Xxxxxxx-Xxxxxx ; or any of its Subsidiaries acquiring control of any Person or business that for the fiscal year immediately preceding such acquisition derived less than 10% of its revenues from Restricted Activities, (C) Xxxxxxx-Xxxxxx a Person or any of its Subsidiaries acquiring control of any interest in a Person that engages, directly or business that indirectly, in Competitive Activities if such Competitive Activities account for the fiscal year immediately preceding such acquisition derived more than 10% of its revenues but less than 35% of its revenues from Restricted Activities so long as it shall use its reasonable best efforts such Person's consolidated annual revenues. (c) The parties hereto acknowledge that any damage caused to divest such operations as promptly as practicable and in any event within 12 months after the consummation of such acquisition of control, (D) Xxxxxxx-Xxxxxx Buyer or any of its Subsidiaries owning an interest acquired as a creditor in bankruptcy or otherwise than Affiliates by a voluntary investment decision in a Person or business that for reason of the fiscal year immediately preceding the acquisition of such interest breach by Xxxxxxx-Xxxxxx Seller or any of its Subsidiaries derived 10% Affiliates of this Section 4.20 would cause irreparable harm that could not be adequately compensated for in monetary damages alone; therefore, each party agrees that, in addition to any other remedies at law or more otherwise, Buyer and any of its revenues from Restricted Activities, so long as Xxxxxxx-Xxxxxx or its applicable Subsidiary Affiliates shall use its reasonable best efforts be entitled to divest such interest as promptly as practicable an injunction issued by a court of competent jurisdiction restraining and in enjoining any event within 12 months after the acquisition of such interest; provided, however, that Xxxxxxx-Xxxxxx and its Subsidiaries shall not be required to divest any such interest acquired pursuant to this clause (D) if its fair market value at the time of such acquisition is less than $1,000,000, (E) Xxxxxxx-Xxxxxx and its Subsidiaries operating up to ten retail stores that sell beauty care products, (F) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing their branded professional beauty care products directly or through distributors to salons and salon professionals, (G) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing professional beauty care products of any third Person directly to salons and salon professionals within the Restricted Territories if any member of the Xxxxxxx-Xxxxxx Group as of the date hereof sells and distributes such products and which sales will in no event exceed 2% of the consolidated net sales of Xxxxxxx-Xxxxxx in any fiscal year or (H) Xxxxxxx-Xxxxxx and its Subsidiaries operating their company stores in any office, plant or warehouse owned or leased violation by Xxxxxxx-Xxxxxx Seller or any of its Subsidiaries (each Affiliates of which shall not be deemed this Section 4.20 and Seller further agrees that it will stipulate to be a retail store for purposes of Section 7.19(a)(ii)(E)). For the avoidance of doubt, Xxxxxxx-Xxxxxx and its Subsidiaries may actively operate, manage and control any Person fact that Buyer or business any of them acquire in accordance with clause (B) and/or clause (C). (iii) Xxxxxxx-Xxxxxx its Affiliates, as applicable, has been irreparably harmed by such violation and Regis agree that not oppose the covenants included in Section 7.19(a) are reasonable in their geographic and temporal coverage, and that neither Xxxxxxx-Xxxxxx nor Regis shall raise any issue of geographic or temporal reasonableness in any proceeding to enforce such covenant; provided, however, that if the provision of Section 7.19(a) should ever be deemed to exceed the time or geographic limitations or any other limitations permitted by Applicable Law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the minimum extent required by Applicable Law to cure such problem. Notwithstanding any other provision of this Agreement, it is understood and agreed that monetary damages would be inadequate in the case of any breach of the covenants contained in Section 7.19(a), and that Regis shall be entitled to seek equitable relief, including the remedy of specific performance, with respect to any breach or attempted breach granting of such covenantsinjunction relief.

Non-Competition. (ia) Xxxxxxx-Xxxxxx agrees that for a During the period of 30 months following commencing on the Closing Date it and ending four (4) years after the Closing Date, Sellers shall not not, and shall cause its Subsidiaries their Affiliates not to acquire, manage, operate, control or otherwise engage in any business of (A) operating or franchising retail stores within the United States, Canada, Mexico, Puerto Rico, the United Kingdom, Ireland, Germany and/or Japan (the “Restricted Territories”) that sell beauty care products of Xxxxxxx-Xxxxxx or any third Person or (B) distributing to salons and salon professionals within the Restricted Territories professional beauty care products of any unaffiliated third Person (collectively, “Restricted Activities”). (ii) Section 7.19(a)(i) shall be deemed not breached as a result of (A) the ownership by Xxxxxxx-Xxxxxx or any of its Subsidiaries of: (1) less than an aggregate of 5% of any class of capital stock of a Person engagedto, directly or indirectly, in Restricted Activitiesany capacity (i) develop, construct, lease, own, manage, operate or control any Prohibited Business that is located within the Territory, (ii) manage or provide management or consulting services to, or participate in the management or control of, any Person with respect to the development, construction, ownership or operation of any Prohibited Business that is located within the Territory, or (iii) own a financial interest in, or lend money to, any Person that engages in any of the activities described in clauses (i) and (ii), above; provided, however, that such capital stock is listed or quoted on a national securities exchange or the Nasdaq National Market or Sellers may (2x) less than 15% in value of any instrument of indebtedness of acquire a Person engagedthat engages in the Prohibited Business, directly or indirectlyamong other activities of such Person, in Restricted Activitiesthe Territory, (B) Xxxxxxx-Xxxxxx or any provided that such Person’s EBITDA from the conduct of its Subsidiaries acquiring control of any Person or business that for such Prohibited Business in the fiscal year immediately preceding such acquisition derived less than Territory does not exceed 10% of its revenues from Restricted Activities, (C) Xxxxxxx-Xxxxxx or any total EBITDA for the completed portion of its Subsidiaries acquiring control of any Person or business that for then current fiscal year and the full fiscal year immediately preceding prior to such acquisition derived more acquisition, and (y) enter into, at arm’s length, any bona fide joint venture (or partnership or other business arrangement) for the development or operation of a business that is not a Prohibited Business in the Territory with any Person who is not directly engaged in the Prohibited Business in the Territory but which is an Affiliate of another Person engaged in the Prohibited Business in the Territory; provided, further, that nothing contained in this Section 10.8 shall prohibit or otherwise restrict Sellers’ current or future operation of inpatient rehabilitation facilities. In the event that Sellers or their Affiliates complete a transaction described in Section 10.8(a)(x), Sellers or their Affiliates shall offer the acquired Prohibited Business in the Territory to LifeCare at a purchase price equal to the greater of fair market value or the purchase price allocated to the Prohibited Business in the overall transaction (unless Sellers notify LifeCare that Sellers intend to convert such Prohibited Business to a business line other than 10% of its revenues but less than 35% of its revenues from Restricted Activities so long as it shall use its reasonable best efforts to divest a Prohibited Business and thereafter complete such operations as promptly as practicable and in any event conversion within 12 twelve (12) months after the consummation completion of such acquisition purchase). LifeCare shall have a period of control, sixty (D60) Xxxxxxx-Xxxxxx or any days from and after the receipt of Sellers’ written offer to notify Sellers in writing of its Subsidiaries owning an interest acquired as a creditor in bankruptcy or otherwise than by a voluntary investment decision in a Person or business that for to purchase such Prohibited Business. During such sixty (60) day period, Sellers shall grant LifeCare access to the fiscal year immediately preceding the acquisition plant, properties, equipment, books, records and personnel of such interest by Xxxxxxx-Xxxxxx or any Prohibited Business for purposes of its Subsidiaries derived 10% or more of its revenues from Restricted ActivitiesLifeCare’s due diligence. If LifeCare timely notifies Sellers in writing that it intends to purchase such Prohibited Business, so long as Xxxxxxx-Xxxxxx or its applicable Subsidiary the purchase agreement for such transaction shall use its reasonable best efforts be upon terms and conditions substantially similar to divest such interest as promptly as practicable and in any event this Agreement. If LifeCare fails to respond to Sellers’ offer within 12 months sixty (60) days after the acquisition receipt of same, LifeCare shall be deemed to have declined Sellers’ offer to purchase such interest; provided, however, that Xxxxxxx-Xxxxxx Prohibited Business and its Subsidiaries shall not be required to divest any such interest acquired pursuant to this clause (D) if its fair market value at the time of such acquisition is less than $1,000,000, (E) Xxxxxxx-Xxxxxx and its Subsidiaries operating up to ten retail stores that sell beauty care products, (F) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing their branded professional beauty care products directly or through distributors to salons and salon professionals, (G) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing professional beauty care products of any third Person directly to salons and salon professionals within the Restricted Territories if any member of the Xxxxxxx-Xxxxxx Group as of the date hereof sells and distributes such products and which sales will in no event exceed 2% of the consolidated net sales of Xxxxxxx-Xxxxxx in any fiscal year or (H) Xxxxxxx-Xxxxxx and its Subsidiaries operating their company stores in any office, plant or warehouse owned or leased by Xxxxxxx-Xxxxxx or any of its Subsidiaries (each of which Sellers shall not be deemed to be a retail store for purposes in violation of this Section 7.19(a)(ii)(E))10.8. For In the avoidance of doubt, Xxxxxxx-Xxxxxx and its Subsidiaries may actively operate, manage and control any Person event that HealthSouth or business any of them acquire its subsidiaries is acquired by a Person that engages in accordance with clause (B) and/or clause (Ca Prohibited Business in the Territory, the continued operation of such Prohibited Business by such Person after its acquisition of HealthSouth or any of its subsidiaries shall not constitute a breach by Sellers or is Affiliates of this Section 10.8(a).; (iiib) Xxxxxxx-Xxxxxx During the period commencing on the Closing Date and Regis agree ending four (4) years after the Closing Date, Buyers shall not, and shall cause their Affiliates not to convert any of the Facilities from a long term acute care hospital to an inpatient rehabilitation facility; (c) The parties recognize that the covenants included in this Section 7.19(a) 10.8, and the territorial, time and other limitations with respect thereto, are reasonable in their geographic and temporal coverageproperly required for the adequate protection of the acquisition of the Purchased Assets by Buyers, and agree that neither Xxxxxxx-Xxxxxx nor Regis shall raise any issue such limitations are reasonable with respect to its activities, business and public purpose. The parties agree and acknowledge that the violation of geographic the covenants or temporal reasonableness agreements in any proceeding to enforce such covenant; provided, however, that if the provision of this Section 7.19(a) should ever be deemed to exceed the time or geographic limitations or any other limitations permitted by Applicable Law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction 10.8 would cause irreparable injury to the minimum extent required by Applicable Law to cure such problem. Notwithstanding other and that the remedy at law for any other provision of this Agreement, it is understood and agreed that monetary damages violation or threatened violation thereof would be inadequate and that, in addition to whatever other remedies may be available at law or in equity, the case of any breach of the covenants contained in Section 7.19(a), and that Regis parties shall be entitled to seek temporary and permanent injunctive or other equitable relief without the necessity of proving actual damages or posting bond. The parties hereto also waive any requirement of proving actual damages in connection with the obtaining of any such injunctive or other equitable relief; and (d) It is the intention of each party hereto that the provisions of this Section 10.8 shall be enforced to the fullest extent permissible under the Law and the public policies of the states in which the Facilities are located and of any other jurisdiction in which enforcement may be sought, including but that the remedy unenforceability (or the modification to conform with such Laws or public policies) of specific performanceany provisions hereof shall not render unenforceable or impair the remainder of this Agreement. Accordingly, with respect if any term or provision of this Section 10.8 shall be determined to any breach be illegal, invalid or attempted breach unenforceable, either in whole or in part, this Agreement shall be deemed amended to delete or modify, as necessary, the offending provisions and to alter the balance of such covenantsthis Agreement in order to render the same valid and enforceable to the fullest extent permissible as aforesaid.

Non-Competition. (i) Xxxxxxx-Xxxxxx agrees In consideration of the benefits of this Agreement to Seller and its members, and as a material inducement to Purchaser to enter into this Agreement and pay the Purchase Price, and in order that for a period the Purchaser may have and enjoy the full benefit of 30 months following the Assets and the Business, each of Seller, and its members hereby covenant and agree that, commencing on the Closing Date it shall and ending on the date four years after the Closing Date, Seller will not and shall will cause its Subsidiaries not to acquireto, manage, operate, control or otherwise engage in any business of (Aa) operating or franchising retail stores within the United States, Canada, Mexico, Puerto Rico, the United Kingdom, Ireland, Germany and/or Japan (the “Restricted Territories”) that sell beauty care products of Xxxxxxx-Xxxxxx or any third Person or (B) distributing to salons and salon professionals within the Restricted Territories professional beauty care products of any unaffiliated third Person (collectively, “Restricted Activities”). (ii) Section 7.19(a)(i) shall be deemed not breached as a result of (A) the ownership by Xxxxxxx-Xxxxxx or any of its Subsidiaries of: (1) less than an aggregate of 5% of any class of capital stock of a Person engagedengage, directly or indirectly, in Restricted Activities; providedthe wholesale distribution of the products of the Business being produced or sold by Seller on the date hereof or on the Closing Date, howeveror any products which compete with such products (the "Competitive Products") to convenience stores, anywhere in the Territory ("Competitive Activity"), or (b) directly or indirectly invest in any equity of or manage, operate or control or become a consultant with respect to any Competitive Activity for any Person that such capital stock engages in any Competitive Activity for the period beginning on the Closing Date and ending on the fourth anniversary of the Closing Date (the "Noncompetitive Period"). Notwithstanding the foregoing, nothing contained herein shall limit the right of Seller, Marsh Supermarkets, Inc. or their respective affiliates and Subsidiarixx xx (a) distribute Competitive Products to stores owned directly or indirectly by Marsh Supermarkets, Inc. in the event of the breach by Purchaser or thx xxxmination of the respective Marsh Supermarkets, LLC or Village Pantry, LLC Distribution Service Agxxxxxnt ("DSA's") to be executed with Purchaser at the Closing, (b) distribute specialty products to convenience stores, either directly or through other wholesalers, including but not limited to (i) coffee and other complimentary or ancillary products through Crystal Food Services or its affiliates, or (ii) products manufactured or produced by the Marsh central kitchen, or (c) to hold and make passive investments in xxxxxities of any Person that is listed or quoted registered on a national securities exchange or the Nasdaq National Market admitted to trading privileges thereon or (2) less than 15% in value of any instrument of indebtedness of a Person engaged, directly or indirectly, in Restricted Activities, (B) Xxxxxxx-Xxxxxx or any of its Subsidiaries acquiring control of any Person or business that for the fiscal year immediately preceding such acquisition derived less than 10% of its revenues from Restricted Activities, (C) Xxxxxxx-Xxxxxx or any of its Subsidiaries acquiring control of any Person or business that for the fiscal year immediately preceding such acquisition derived more than 10% of its revenues but less than 35% of its revenues from Restricted Activities so long as it shall use its reasonable best efforts to divest such operations as promptly as practicable and in any event within 12 months after the consummation of such acquisition of control, (D) Xxxxxxx-Xxxxxx or any of its Subsidiaries owning an interest acquired as a creditor in bankruptcy or otherwise than by a voluntary investment decision actively traded in a Person or business generally recognized over-the-counter market; provided that for the fiscal year immediately preceding the acquisition of such interest by Xxxxxxx-Xxxxxx or any of its Subsidiaries derived 10% or more of its revenues from Restricted Activities, so long as Xxxxxxx-Xxxxxx or its applicable Subsidiary shall use its reasonable best efforts to divest such interest as promptly as practicable and in any event within 12 months after the acquisition of such interest; provided, however, that Xxxxxxx-Xxxxxx Seller's and its Subsidiaries members' aggregate beneficial equity interest therein shall not be required to divest any such interest acquired pursuant to this clause (D) if its fair market value at the time of such acquisition is less than $1,000,000, (E) Xxxxxxx-Xxxxxx and its Subsidiaries operating up to ten retail stores that sell beauty care products, (F) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing their branded professional beauty care products directly or through distributors to salons and salon professionals, (G) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing professional beauty care products of any third Person directly to salons and salon professionals within the Restricted Territories if any member of the Xxxxxxx-Xxxxxx Group as of the date hereof sells and distributes such products and which sales will in no event exceed 25% of the consolidated net sales of Xxxxxxx-Xxxxxx in any fiscal year outstanding shares or (H) Xxxxxxx-Xxxxxx and its Subsidiaries operating their company stores in any office, plant or warehouse owned or leased by Xxxxxxx-Xxxxxx or any of its Subsidiaries (each of which shall not be deemed to be a retail store for purposes of Section 7.19(a)(ii)(E)). For the avoidance of doubt, Xxxxxxx-Xxxxxx and its Subsidiaries may actively operate, manage and control any Person or business any of them acquire in accordance with clause (B) and/or clause (C). (iii) Xxxxxxx-Xxxxxx and Regis agree that the covenants included in Section 7.19(a) are reasonable in their geographic and temporal coverage, and that neither Xxxxxxx-Xxxxxx nor Regis shall raise any issue of geographic or temporal reasonableness in any proceeding to enforce such covenant; provided, however, that if the provision of Section 7.19(a) should ever be deemed to exceed the time or geographic limitations or any other limitations permitted by Applicable Law in any jurisdiction, then such provisions shall be deemed reformed interests in such jurisdiction to the minimum extent required by Applicable Law to cure such problem. Notwithstanding any other provision of this Agreement, it is understood and agreed that monetary damages would be inadequate in the case of any breach of the covenants contained in Section 7.19(a), and that Regis shall be entitled to seek equitable relief, including the remedy of specific performance, with respect to any breach or attempted breach of such covenantsPerson.

Non-Competition. Subject to the next sentence of this Section 9(a), during the period commencing on the Effective Date and ending on the date that is twelve (i12) Xxxxxxx-Xxxxxx agrees that for a period of 30 months following the Closing Date it shall not and shall cause its Subsidiaries not to acquireend of the Term (such period, which will be extended by the amount of time during which Executive is in violation of any provision of this Section 9, the “Restricted Period”), Executive will not, in the United States (the “Territory”), engage in, manage, operate, finance, control or otherwise engage participate in any business of (A) operating the ownership, management or franchising retail stores within the United Statesfinancing or control of, Canadabecome employed by, Mexico, Puerto Rico, the United Kingdom, Ireland, Germany and/or Japan (the “Restricted Territories”) that sell beauty care products of Xxxxxxx-Xxxxxx or any third Person become affiliated or (B) distributing to salons and salon professionals within the Restricted Territories professional beauty care products of any unaffiliated third Person (collectively, “Restricted Activities”). (ii) Section 7.19(a)(i) shall be deemed not breached as a result of (A) the ownership by Xxxxxxx-Xxxxxx or any of its Subsidiaries of: (1) less than an aggregate of 5% of any class of capital stock of a Person engagedassociated with, directly or indirectly, whether as an officer, director, shareholder, owner, co-owner, affiliate, partner, agent, representative, consultant, independent contractor or advisor, or otherwise render services or advice to, guarantee any obligation of, or acquire or hold (of record, beneficially or otherwise) any direct or indirect interest in Restricted Activitiesa business that sells or provides products or services that are the same as or substantially similar to or otherwise competitive with the products or specialized services (provided that such “specialized services” shall not include those services which would unreasonably restrict Executive from utilizing Executive’s education and expertise in future employment, as long as such employment and specialized services are not competitive with the Company or any of its subsidiaries) sold or provided or that Executive has actual or constructive knowledge are planned to be sold or provided by the Company or its subsidiaries in the Business at any time while Executive is an employee or director of the Company (a “Competitor”); provided, however, that such Executive may own, as a passive investment, shares of capital stock is of any Competitor if (A) such shares are listed or quoted on a national securities exchange or traded on a national market system in the Nasdaq National Market or (2) less than 15% in value of any instrument of indebtedness of a Person engaged, directly or indirectly, in Restricted ActivitiesUnited States, (B) Xxxxxxx-Xxxxxx Executive, together with any of Executive’s affiliates and Executive’s immediate family members (which shall mean Executive’s wife and direct lineal descendants, but shall not include any other blood relative), owns beneficially (directly or indirectly) less than five percent (5%) of the total number of shares of such entity’s issued and outstanding capital stock, and (C) neither Executive nor any of Executive’s affiliates is otherwise associated directly or indirectly with such Competitor or any of its Subsidiaries acquiring control of any Person or business that for the fiscal year immediately preceding such acquisition derived less than 10% of its revenues from Restricted Activities, (C) Xxxxxxx-Xxxxxx or any of its Subsidiaries acquiring control of any Person or business that for the fiscal year immediately preceding such acquisition derived more than 10% of its revenues but less than 35% of its revenues from Restricted Activities so long as it shall use its reasonable best efforts to divest such operations as promptly as practicable and in any event within 12 months after the consummation of such acquisition of control, (D) Xxxxxxx-Xxxxxx or any of its Subsidiaries owning an interest acquired as a creditor in bankruptcy or otherwise than by a voluntary investment decision in a Person or business that for the fiscal year immediately preceding the acquisition of such interest by Xxxxxxx-Xxxxxx or any of its Subsidiaries derived 10% or more of its revenues from Restricted Activities, so long as Xxxxxxx-Xxxxxx or its applicable Subsidiary shall use its reasonable best efforts to divest such interest as promptly as practicable and in any event within 12 months after the acquisition of such interest; provided, however, that Xxxxxxx-Xxxxxx and its Subsidiaries shall not be required to divest any such interest acquired pursuant to this clause (D) if its fair market value at the time of such acquisition is less than $1,000,000, (E) Xxxxxxx-Xxxxxx and its Subsidiaries operating up to ten retail stores that sell beauty care products, (F) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing their branded professional beauty care products directly or through distributors to salons and salon professionals, (G) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing professional beauty care products of any third Person directly to salons and salon professionals within the Restricted Territories if any member of the Xxxxxxx-Xxxxxx Group as of the date hereof sells and distributes such products and which sales will in no event exceed 2% of the consolidated net sales of Xxxxxxx-Xxxxxx in any fiscal year or (H) Xxxxxxx-Xxxxxx and its Subsidiaries operating their company stores in any office, plant or warehouse owned or leased by Xxxxxxx-Xxxxxx or any of its Subsidiaries (each of which shall not be deemed to be a retail store for purposes of Section 7.19(a)(ii)(E)). For the avoidance of doubt, Xxxxxxx-Xxxxxx and its Subsidiaries may actively operate, manage and control any Person or business any of them acquire in accordance with clause (B) and/or clause (C)affiliates. (iii) Xxxxxxx-Xxxxxx and Regis agree that the covenants included in Section 7.19(a) are reasonable in their geographic and temporal coverage, and that neither Xxxxxxx-Xxxxxx nor Regis shall raise any issue of geographic or temporal reasonableness in any proceeding to enforce such covenant; provided, however, that if the provision of Section 7.19(a) should ever be deemed to exceed the time or geographic limitations or any other limitations permitted by Applicable Law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the minimum extent required by Applicable Law to cure such problem. Notwithstanding any other provision of this Agreement, it is understood and agreed that monetary damages would be inadequate in the case of any breach of the covenants contained in Section 7.19(a), and that Regis shall be entitled to seek equitable relief, including the remedy of specific performance, with respect to any breach or attempted breach of such covenants.

Non-Competition. (ia) Xxxxxxx-Xxxxxx agrees that for For a period from the date hereof until the fifth (5) anniversary of 30 months following the Closing Date it Date, Seller Parent shall not not, and shall cause its Subsidiaries not to acquireto, manage, operate, control or otherwise engage (i) build a new manufacturing facility in any business of (A) operating or franchising retail stores within the United States, Canada, Mexico, Puerto Rico, States that would primarily manufacture insulated wire for customers in the United Kingdom, Ireland, Germany and/or Japan automotive and appliance industries (the “"Restricted Territories”Business") that sell beauty care products of Xxxxxxx-Xxxxxx or any third Person or (B) distributing to salons and salon professionals within the Restricted Territories professional beauty care products of any unaffiliated third Person (collectively, “Restricted Activities”). (ii) Section 7.19(a)(i) shall be deemed not breached as a result of (A) purchase any business, whether in corporate, proprietorship or partnership form or otherwise, which in the ownership by Xxxxxxx-Xxxxxx or any aggregate derive more than 25% of its Subsidiaries of: (1) less than an aggregate of 5% of any class of capital stock of consolidated revenues from a Person engaged, directly or indirectly, Restricted Business in Restricted Activitiesthe United States in the most recently completed fiscal year prior to such acquisition; provided, however, that such capital stock is listed or quoted on a national securities exchange or the Nasdaq National Market or (2) less than 15% in value of any instrument of indebtedness of a Person engaged, directly or indirectly, in Restricted Activities, (B) Xxxxxxx-Xxxxxx or any of Seller Parent and its Subsidiaries acquiring control of any Person or shall be permitted to purchase such a business that for the fiscal year immediately preceding such acquisition derived less than 10% of its revenues from Restricted Activities, (C) Xxxxxxx-Xxxxxx or any of its Subsidiaries acquiring control of any Person or business that for the fiscal year immediately preceding such acquisition derived more than 10% of its revenues but less than 35% of its revenues from Restricted Activities so long as it shall use Seller Parent or its reasonable best efforts to Subsidiaries divest such operations as promptly as practicable and in any event within 12 months after the consummation a sufficient portion of such acquisition of control, (D) Xxxxxxx-Xxxxxx or any of its Subsidiaries owning an interest acquired as a creditor in bankruptcy or otherwise than by a voluntary investment decision in a Person or business that for the fiscal year immediately preceding the acquisition of such interest by Xxxxxxx-Xxxxxx or any of its Subsidiaries derived 10% or more of its revenues from Restricted Activities, so long as Xxxxxxx-Xxxxxx or its applicable Subsidiary shall use its reasonable best efforts to divest such interest as promptly as practicable and in any event comply with this provision within 12 months after the acquisition of such interest; providedbusiness. Notwithstanding anything to the contrary, however, that Xxxxxxx-Xxxxxx and its Subsidiaries this Section 7.4(a) shall not be required cease to divest any such interest acquired pursuant apply to this clause (D) if its fair market value at the time of such acquisition is less than $1,000,000, (E) Xxxxxxx-Xxxxxx and its Subsidiaries operating up to ten retail stores that sell beauty care products, (F) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing their branded professional beauty care products directly or through distributors to salons and salon professionals, (G) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing professional beauty care products of any third Person directly to salons and salon professionals within the Restricted Territories if any member of the Xxxxxxx-Xxxxxx Group as of the date hereof sells and distributes such products and which sales will in no event exceed 2% of the consolidated net sales of Xxxxxxx-Xxxxxx in any fiscal year or (H) Xxxxxxx-Xxxxxx and its Subsidiaries operating their company stores in any office, plant or warehouse owned or leased by Xxxxxxx-Xxxxxx or Seller Parent and/or any of its Subsidiaries (each i) upon the sale of which shall more than 50% of the capital stock of Seller Parent or any such Subsidiary (including by way of merger, stock sale or otherwise) to a Person that is not be deemed an Affiliate of Seller Parent or (ii) if Section 7.4(b) ceases to be a retail store for purposes of Section 7.19(a)(ii)(E))apply to Purchaser. For the avoidance of doubt, Xxxxxxx-Xxxxxx and its Subsidiaries may actively operate, manage and control this Section 7.4(a) shall not apply to any Person or business that is not an Affiliate of Seller Parent that purchases any of them acquire in accordance with clause (B) assets from Seller Parent and/or clause (C)its Subsidiaries. (iiib) Xxxxxxx-Xxxxxx and Regis agree that For a period from the covenants included in Section 7.19(adate hereof until the fifth (5) are reasonable in their geographic and temporal coverageanniversary of the Closing Date, Purchaser shall not, and that neither Xxxxxxxshall cause its Subsidiaries not to, use the assets (including by means of a sale-Xxxxxx nor Regis shall raise any issue leaseback or similar arrangement) located at the Zaragosa Facility on the Closing Date (or replacements of geographic or temporal reasonableness in any proceeding such assxxx) ("Xaragosa Assets") to enforce such covenantsell more than three million pounds of bare cxxxxx xxre per calendar year; provided, however, that if sales to any Affiliate of Purchaser that converts the provision purchased bare wire to insulated wire or some other non-bare wire shall not be counted in the above limitation. Purchaser shall cause any Affiliate of Purchaser that purchases, uses, controls (including by means of a sale-leaseback or similar arrangement) or is otherwise the transferee of such assets to be bound by this Section 7.19(a7.4(b). Notwithstanding anything to the contrary, this Section 7.4(b) should ever be deemed shall cease to exceed apply to Purchaser and/or any of its Affiliates (i) upon the time or geographic limitations sale of more than 50% of the capital stock of Purchaser or any such Affiliate (including by way of merger, stock sale or otherwise) to a Person that is not an Affiliate of Purchaser or (ii) if Section 7.4(a) ceases to apply to Seller Parent. For the avoidance of doubt, this Section 7.4(b) shall not apply to any Person that is not an Affiliate of Purchaser that purchases any assets from Purchaser and/or its Subsidiaries unless such Person permits Purchaser or its Affiliates to use or control (including by means of a sale-leaseback or similar arrangement) any of the Zaragosa Assets. (c) The covenants and undertakxxxx xxxtained in Sections 7.1 and 7.4 relate to matters which are of a special, unique and extraordinary character and a violation of any of the terms of Sections 7.1 and 7.4 will cause irreparable injury to affected party, the amount of which will be impossible to estimate or determine and which cannot be adequately compensated. Accordingly, the remedy at law for any breach of Sections 7.1 and 7.4 will be inadequate. Therefore, the affected party will be entitled to an injunction, restraining order or other limitations permitted by Applicable Law in equitable relief from any jurisdiction, then such provisions shall be deemed reformed in such court of competent jurisdiction to the minimum extent required by Applicable Law to cure such problem. Notwithstanding any other provision of this Agreement, it is understood and agreed that monetary damages would be inadequate in the case event of any breach of Sections 7.1 and 7.4 without the covenants contained necessity of proving actual damages or posting any bond whatsoever. The rights and remedies provided by Sections 7.1 and 7.4 are cumulative and in Section 7.19(a), and that Regis shall be entitled to seek equitable relief, including the remedy of specific performance, with respect addition to any breach other rights and remedies which Purchaser may have hereunder or attempted breach at law or in equity. (d) The parties hereto agree that, if any court of competent jurisdiction in a final nonappealable judgment determines that a specified time period, a specified geographical area, a specified business limitation or any other relevant feature of this Section 7.4 is unreasonable, arbitrary or against public policy, then a lesser time period, geographical area, business limitation or other relevant feature which is determined by such covenantscourt to be reasonable, not arbitrary and not against public policy may be enforced against the applicable party.

Non-Competition. During the period from the date hereof until the second anniversary after the expiration of the Initial Period (ithe "Noncompete Period"), neither Seller nor any of the Filefront Principals shall directly or indirectly (whether for such Party or for any other Person) Xxxxxxx-Xxxxxx agrees own any interest in, operate, manage, control, engage in, participate in (whether as an officer, director, employee, partner, agent, representative or otherwise), invest in, permit any of their names to be used by, consult with, advise, render services for (alone or in association with any other Person), or otherwise assist in any manner (a) any Person (each a "Restricted Person") that for engages in or owns, invests in, operates, manages or controls any venture or enterprise which directly or indirectly engages or proposes to engage in a period business which Buyer's Game Group engages as of 30 months following the Closing Date it shall not and shall cause its Subsidiaries not or any time during the Initial Period or which any Seller or any Filefront Principal has knowledge that Buyer's Game Group intends to acquireengage as of the Closing Date or any time during the Initial Period; (b) any successor, manageassignee, operatepartner, control joint venture or collaboration partner, subsidiary, division or Affiliate of any Restricted Person; or (c) any Person in which any Restricted Person owns an interest or participates, which any of Restricted Person manages or controls (whether as an officer, director, employee, partner, agent, representative or otherwise), or with which any Restricted Person consults or to which any Restricted Person otherwise engage in any business of (A) operating provides management or franchising retail stores within financial support. Notwithstanding the United States, Canada, Mexico, Puerto Ricoforegoing, the United KingdomNoncompete Period shall terminate in the event that Buyer and Guarantor have breached any obligations to make the Additional Purchase Price Payment on the 10th day after written notice of such breach, Irelandunless prior to such time, Germany and/or Japan Buyer's obligations to make the Additional Purchase Price Payment are satisfied (by Buyer or Guarantor). Nothing herein shall prohibit Sellers or the “Restricted Territories”) that sell beauty care products Filefront Principals from being an owner, indirectly through a mutual fund or other similar pooled investment vehicle, of Xxxxxxx-Xxxxxx or any third Person or (B) distributing to salons and salon professionals within a passive investment in the Restricted Territories professional beauty care products of any unaffiliated third Person (collectively, “Restricted Activities”). (ii) Section 7.19(a)(i) shall be deemed not breached as a result of (A) the ownership by Xxxxxxx-Xxxxxx or any of its Subsidiaries of: (1) less than an aggregate of 5% of any class of capital stock of a Person engaged, directly or indirectly, in Restricted Activities; provided, however, corporation that such capital stock is listed or quoted on a national securities exchange or the Nasdaq National Market or (2) less than 15% in value of any instrument of indebtedness of a Person engaged, directly or indirectly, in Restricted Activities, (B) Xxxxxxx-Xxxxxx or any of its Subsidiaries acquiring control of any Person or business that for the fiscal year immediately preceding such acquisition derived less than 10% of its revenues from Restricted Activities, (C) Xxxxxxx-Xxxxxx or any of its Subsidiaries acquiring control of any Person or business that for the fiscal year immediately preceding such acquisition derived more than 10% of its revenues but less than 35% of its revenues from Restricted Activities so long as it shall use its reasonable best efforts to divest such operations as promptly as practicable and in any event within 12 months after the consummation of such acquisition of control, (D) Xxxxxxx-Xxxxxx or any of its Subsidiaries owning an interest acquired as a creditor in bankruptcy or otherwise than by a voluntary investment decision in a Person or business that for the fiscal year immediately preceding the acquisition of such interest by Xxxxxxx-Xxxxxx or any of its Subsidiaries derived 10% or more of its revenues from Restricted Activitiespublicly traded, so long as Xxxxxxx-Xxxxxx or its applicable Subsidiary shall use its reasonable best efforts to divest such interest as promptly as practicable and neither Seller nor any of the Filefront Principals has any other participation in any event within 12 months after the acquisition business of such interest; provided, however, that Xxxxxxx-Xxxxxx and its Subsidiaries shall not be required to divest any such interest acquired pursuant to this clause (D) if its fair market value at the time of such acquisition is less than $1,000,000, (E) Xxxxxxx-Xxxxxx corporation. The Parties expressly acknowledge and its Subsidiaries operating up to ten retail stores that sell beauty care products, (F) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing their branded professional beauty care products directly or through distributors to salons and salon professionals, (G) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing professional beauty care products of any third Person directly to salons and salon professionals within the Restricted Territories if any member of the Xxxxxxx-Xxxxxx Group as of the date hereof sells and distributes such products and which sales will in no event exceed 2% of the consolidated net sales of Xxxxxxx-Xxxxxx in any fiscal year or (H) Xxxxxxx-Xxxxxx and its Subsidiaries operating their company stores in any office, plant or warehouse owned or leased by Xxxxxxx-Xxxxxx or any of its Subsidiaries (each of which shall not be deemed to be a retail store for purposes of Section 7.19(a)(ii)(E)). For the avoidance of doubt, Xxxxxxx-Xxxxxx and its Subsidiaries may actively operate, manage and control any Person or business any of them acquire in accordance with clause (B) and/or clause (C). (iii) Xxxxxxx-Xxxxxx and Regis agree that the covenants included in each and every restriction imposed by this Section 7.19(a7F(i) are is reasonable in their geographic and temporal coverage, and that neither Xxxxxxx-Xxxxxx nor Regis shall raise any issue of geographic or temporal reasonableness in any proceeding to enforce such covenant; provided, however, that if the provision of Section 7.19(a) should ever be deemed to exceed the time or geographic limitations or any other limitations permitted by Applicable Law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the minimum extent required by Applicable Law to cure such problem. Notwithstanding any other provision of this Agreement, it is understood and agreed that monetary damages would be inadequate in the case of any breach of the covenants contained in Section 7.19(a), and that Regis shall be entitled to seek equitable relief, including the remedy of specific performance, with respect to any breach or attempted breach of such covenantssubject matter, time period and geographical area.

Non-Competition. (ia) Xxxxxxx-Xxxxxx agrees that for For a period of 30 months following five years from the Closing Date it Date, except as permitted in this Section 5.09(a), the Seller and any of its Affiliates shall not and shall cause its Subsidiaries not to acquireengage, managedirectly or indirectly, operate, control or otherwise engage in any business of (A) operating or franchising retail stores within that competes directly with the Business, as conducted on the Closing Date, in the United States, Canada, Mexico, Mexico and Puerto Rico, the United Kingdom, Ireland, Germany and/or Japan Rico (the “Restricted Territories”) that sell beauty care products of Xxxxxxx-Xxxxxx or any third Person or (B) distributing to salons and salon professionals within the Restricted Territories professional beauty care products of any unaffiliated third Person (collectively, “Restricted Activities”"SELLER COVERED BUSINESS"). (ii) . The restrictions set forth in this Section 7.19(a)(i5.09(a) shall not be deemed not breached as a result of construed to prohibit or restrict: (Ai) the ownership by Xxxxxxx-Xxxxxx Seller or any of its Subsidiaries of: Affiliates from engaging in any business related to any activity which does not constitute a part of the Seller Covered Business; (1ii) any minority equity investment by the Seller or any of its Affiliates in any Person in which the Seller or such Affiliate does not have the right to designate a controlling number of members of the board of directors (or similar governing body) of such entity and in which the Seller or such Affiliate collectively holds not more than 25% of the outstanding voting securities; or (iii) any business activity that would otherwise violate this Section 5.09(a) that is carried on by a Seller Acquired Company, but only if, at the time of such acquisition, the revenues derived from the Seller Covered Business by the Seller Acquired Company constitute less than an aggregate of 525% of the gross revenues of the Seller Acquired Company and provided that within six months of the consummation of such acquisition the Seller disposes of the portion of the Seller Acquired Company that is engaged in the Seller Covered Business, and in connection therewith offers the Purchaser the first opportunity to acquire such business. (b) For a period of five years from the Closing Date, except as permitted in this Section 5.09(b), the Purchaser and any class of capital stock of a Person engagedits controlled Affiliates shall not engage, directly or indirectly, in Restricted Activities; providedany business that competes directly with the Automotive Forms Business, however, that such capital stock is listed or quoted as conducted by the Seller on a national securities exchange or the Nasdaq National Market or (2) less than 15% in value of any instrument of indebtedness of a Person engaged, directly or indirectlyClosing Date, in Restricted Activities, North America (Bthe "PURCHASER COVERED BUSINESS"). The restrictions set forth in this Section 5.09(b) Xxxxxxx-Xxxxxx shall not be construed to prohibit or restrict: (i) any minority equity investment by the Purchaser or any of its Subsidiaries acquiring control of Affiliates in any Person in which the Purchaser or such Affiliate does not have the right to designate a controlling number of members of the board of directors (or similar governing body) of such entity and in which the Purchaser or such Affiliate collectively holds not more than 25% of the outstanding voting securities or (ii) any business activity that for would otherwise violate this Section 5.09(b) that is carried on by a Purchaser Acquired Company, but only if, at the fiscal year immediately preceding time of such acquisition acquisition, the revenues derived from the Purchaser Covered Business by the Purchaser Acquired Company constitute less than 1025% of its the gross revenues from Restricted Activities, (C) Xxxxxxx-Xxxxxx or any of its Subsidiaries acquiring control the Purchaser Acquired Company and provided that within six months of any Person or business that for the fiscal year immediately preceding such acquisition derived more than 10% of its revenues but less than 35% of its revenues from Restricted Activities so long as it shall use its reasonable best efforts to divest such operations as promptly as practicable and in any event within 12 months after the consummation of such acquisition the Purchaser disposes of controlthe portion of the Purchaser Acquired Company that is engaged in the Purchaser Covered Business and in connection therewith offers the Seller the first opportunity to acquire such business. To the extent that Purchaser and its Affiliates (other than the Purchaser's controlled Affiliates) acquires a business which competes with the Automotive Form Business prior to the fifth anniversary of the Closing Date, (D) Xxxxxxx-Xxxxxx Purchaser or any of its Subsidiaries owning an interest acquired as a creditor in bankruptcy such Affiliates shall not merge or otherwise than by a voluntary investment decision combine such acquired business with the Business unless such acquired business shall agree, in a Person form reasonably satisfactory to Seller, to be bound by the terms of the provisions of this Section 5.09. (c) For a period of two years from the Closing Date, neither party shall hire or business that for knowingly solicit the fiscal year immediately preceding the acquisition of such interest by Xxxxxxx-Xxxxxx or any of its Subsidiaries derived 10% or more of its revenues from Restricted Activities, so long as Xxxxxxx-Xxxxxx or its applicable Subsidiary shall use its reasonable best efforts to divest such interest as promptly as practicable and in any event within 12 months after the acquisition of such interest; provided, however, that Xxxxxxx-Xxxxxx and its Subsidiaries shall not be required to divest any such interest acquired pursuant to this clause (D) if its fair market value at the time of such acquisition is less than $1,000,000, (E) Xxxxxxx-Xxxxxx and its Subsidiaries operating up to ten retail stores that sell beauty care products, (F) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing their branded professional beauty care products directly or through distributors to salons and salon professionals, (G) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing professional beauty care products employment of any third Person directly to salons and salon professionals within the Restricted Territories if any member employee of the Xxxxxxx-Xxxxxx Group other party as of the date hereof sells and distributes such products and which sales will in no event exceed 2% of or subsequently hired, except for any employee who is involuntarily terminated after the consolidated net sales of Xxxxxxx-Xxxxxx in any fiscal year or (H) Xxxxxxx-Xxxxxx and its Subsidiaries operating their company stores in any office, plant or warehouse owned or leased by Xxxxxxx-Xxxxxx or any of its Subsidiaries (each of which shall not be deemed to be a retail store for purposes of Section 7.19(a)(ii)(E)). For the avoidance of doubt, Xxxxxxx-Xxxxxx and its Subsidiaries may actively operate, manage and control any Person or business any of them acquire in accordance with clause (B) and/or clause (C)date hereof. (iiid) Xxxxxxx-Xxxxxx For a period of five years from the Closing Date, the Seller shall not license any of the Retained Names and Regis agree Marks to any entity that competes directly with the Business. (e) Notwithstanding the foregoing, Purchaser agrees that, in the event Purchaser sells or conveys all or substantially all of the assets comprising the Business to any third party, proper provision shall be made in the agreement governing such transaction requiring that the covenants included in Section 7.19(a) are reasonable in their geographic and temporal coverage, and that neither Xxxxxxx-Xxxxxx nor Regis shall raise any issue purchaser of geographic or temporal reasonableness in any proceeding to enforce such covenant; provided, however, that if assets be bound by the provision provisions of Section 7.19(a5.09 for the remainder of its term. (f) should ever be deemed Notwithstanding the foregoing, Seller agrees that, in the event Seller sells or conveys all or substantially all of the assets comprising the Automotive Forms Business to exceed the time or geographic limitations or any other limitations permitted by Applicable Law in any jurisdictionthird party, then such provisions proper provision shall be deemed reformed in such jurisdiction to the minimum extent required by Applicable Law to cure such problem. Notwithstanding any other provision of this Agreement, it is understood and agreed that monetary damages would be inadequate made in the case of any breach of agreement governing such transaction requiring the covenants contained in Section 7.19(a), and that Regis shall be entitled to seek equitable relief, including the remedy of specific performance, with respect to any breach or attempted breach purchaser of such covenantsassets be bound by the provisions of Section 5.09 for the remainder of its term.

Non-Competition. (A) COVENANTS AGAINST COMPETITION. WEC acknowledges that (i) Xxxxxxx-Xxxxxx WEC is one of a limited number of Persons who have been active in the industry of the Business; (ii) WEC's Business is international in scope; (iii) WEC's ownership of the Business has brought it in close contact with certain confidential information regarding the Business not generally available; and (iv) Purchaser would not purchase the Acquired Assets but for the agreements and covenants of WEC contained in this Section 5.18. Accordingly, WEC covenants and agrees that that: (i) WEC shall not in the United States of America or elsewhere in the world, directly or indirectly, for a period of 30 months following commencing on the Closing Date and terminating on the fifth anniversary of the Closing Date (the "RESTRICTED PERIOD"), nor during the Restricted Period shall it shall not and shall cause or permit any of its Subsidiaries not to acquire, manage, operate, control (A) engage in the Business or otherwise engage in any business that competes with any of (A) operating the Business 77 86 for WEC's or franchising retail stores within the United States, Canada, Mexico, Puerto Rico, the United Kingdom, Ireland, Germany and/or Japan (the “Restricted Territories”) that sell beauty care products of Xxxxxxx-Xxxxxx such Subsidiaries' direct or any third Person or indirect account; (B) distributing render any material assistance to salons and salon professionals within any Person (other than Purchaser) engaged in such business; or (C) become interested in any such Person (other than Purchaser) as a partner, shareholder, principal, agent, trustee, consultant or in any other similar relationship or capacity; PROVIDED, HOWEVER, that notwithstanding the Restricted Territories professional beauty care products foregoing WEC may own, directly or indirectly, solely as an investment, securities of any unaffiliated third Person which are traded on any national securities exchange or NASDAQ if WEC (collectivelyi) is not a controlling Person or, “Restricted Activities”)or a member of a group which controls such Person and (ii) does not, directly or indirectly, own 2% or more of any class of securities of such Person. (ii) Section 7.19(a)(iDuring and after the Restricted Period, WEC shall (and shall cause each of its Subsidiaries to) shall be deemed keep secret and retain in strictest confidence, and not breached as a result use for the benefit of itself or others except in connection with the business and affairs of Purchaser and its Affiliates, all confidential information with respect to the Business and the Acquired Assets, or learned by WEC directly or indirectly from Purchaser, including, without limitation, information with respect to (A) prospective business activities, (B) sales figures, (C) profit or loss, gross margin or similar information, and (D) customers, clients, suppliers, sources of supply and customer lists (the ownership "CONFIDENTIAL INFORMATION"), and shall not disclose such Confidential Information to anyone outside of Purchaser and its Affiliates except with Purchaser's express written consent or as required by Xxxxxxx-Xxxxxx Law or any upon written advice of its Subsidiaries of: counsel and except for Confidential Information which (1i) less than is at the time of receipt or thereafter becomes publicly known through no wrongful act of or (ii) is received from a third party not under an aggregate obligation to keep such information confidential and without breach of 5% of any class of capital stock of a Person engagedthis Agreement. (iii) During the Restricted Period, neither WEC nor Purchaser shall, directly or indirectly, knowingly solicit or encourage to leave the employment of Purchaser or WEC, any employee of Purchaser or WEC, as the case may be. Notwithstanding the foregoing, nothing contained in Restricted Activities; providedthe Agreement shall impair, howeverimpede, that such capital stock is listed prevent, inhibit, limit or quoted on a national securities exchange or the Nasdaq National Market or (2) less than 15% in value of any instrument of indebtedness of a Person engaged, directly or indirectly, in Restricted Activities, (B) Xxxxxxx-Xxxxxx restrict WEC or any of its Subsidiaries acquiring control Affiliates (or any successor or assign of any Person of them) in any manner or business that for respect whatsoever from (i) the fiscal year immediately preceding such acquisition derived less than 10% continuing operation of its revenues from Restricted Activities(x) the Government Operations Business, (Cy) Xxxxxxx-Xxxxxx or any of its Subsidiaries acquiring control of any Person or business that for the fiscal year immediately preceding such acquisition derived more than 10% of its revenues but less than 35% of its revenues from Restricted Activities so long as it shall use its reasonable best efforts to divest such operations as promptly as practicable and in any event within 12 months after the consummation of such acquisition of control, (D) Xxxxxxx-Xxxxxx or any of its Subsidiaries owning an interest acquired as a creditor in bankruptcy or otherwise than by a voluntary investment decision in a Person or business that for the fiscal year immediately preceding the acquisition of such interest by Xxxxxxx-Xxxxxx or any of its Subsidiaries derived 10% or more of its revenues from Restricted Activities, so long as Xxxxxxx-Xxxxxx or its applicable Subsidiary shall use its reasonable best efforts to divest such interest as promptly as practicable and in any event within 12 months after the acquisition of such interest; provided, however, that Xxxxxxx-Xxxxxx and its Subsidiaries shall not be required to divest any such interest acquired pursuant to this clause (D) if its fair market value at the time of such acquisition is less than $1,000,000, (E) Xxxxxxx-Xxxxxx and its Subsidiaries operating up to ten retail stores that sell beauty care products, (F) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing their branded professional beauty care products directly or through distributors to salons and salon professionals, (G) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing professional beauty care products of any third Person directly to salons and salon professionals within the Restricted Territories if any member of the Xxxxxxx-Xxxxxx Group as of the date hereof sells and distributes such products and which sales will in no event exceed 2% of the consolidated net sales of Xxxxxxx-Xxxxxx in any fiscal year Energy Systems Business or (Hz) Xxxxxxx-Xxxxxx and its Subsidiaries operating their company stores the Process Control Division, including, without limitation, the business of bidding, selling, installing and/or servicing of electrical power plants, whether alone or in any officepartnership, plant joint venture, combination or warehouse owned other arrangement, with suppliers or leased by Xxxxxxx-Xxxxxx manufacturers of goods or any of its Subsidiaries (each of which shall not be deemed to be a retail store for purposes of Section 7.19(a)(ii)(E)). For services competitive with the avoidance of doubtBusiness, Xxxxxxx-Xxxxxx and its Subsidiaries may actively operate, manage and control any Person or business any of them acquire in accordance with clause (B) and/or clause (C). (iii) Xxxxxxx-Xxxxxx and Regis agree that the covenants included in Section 7.19(a) are reasonable in their geographic and temporal coverage, and that neither Xxxxxxx-Xxxxxx nor Regis shall raise any issue of geographic or temporal reasonableness in any proceeding to enforce such covenant; provided, however, that if the provision of Section 7.19(a) should ever be deemed to exceed the time or geographic limitations or any other limitations permitted by Applicable Law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction provided WEC's scope is primarily related to the minimum extent required by Applicable Law to cure such problem. Notwithstanding any other provision of this Agreement, goods and services which it is understood and agreed that monetary damages would be inadequate in the case of any breach of the covenants contained in Section 7.19(a), and that Regis shall be entitled to seek equitable relief, including the remedy of specific performance, with respect to any breach or attempted breach of such covenants.has

Non-Competition. (ia) Xxxxxxx-Xxxxxx agrees In order that Purchaser may have and enjoy the full benefit of the Business, the Seller Parties agree that for a period of 30 months following commencing on the Closing Date it and ending on the third anniversary thereof (the “Non-Competition Period”), the Seller Parties shall not not, and shall cause its their Subsidiaries not to acquireto, manage, operate, control or otherwise engage in any business of (A) operating or franchising retail stores within the United States, Canada, Mexico, Puerto Rico, the United Kingdom, Ireland, Germany and/or Japan (the “Restricted Territories”) that sell beauty care products of Xxxxxxx-Xxxxxx or any third Person or (B) distributing to salons and salon professionals within the Restricted Territories professional beauty care products of any unaffiliated third Person (collectively, “Restricted Activities”). (ii) Section 7.19(a)(i) shall be deemed not breached as a result of (A) the ownership by Xxxxxxx-Xxxxxx or any of its Subsidiaries of: (1) less than an aggregate of 5% of any class of capital stock of a Person engagedengage, directly or indirectly, in Restricted Activitiesa Competing Business or acquire more than ten percent (10%) of the outstanding equity interest in any Business Competitor. For purposes of this Agreement: (i) “Competing Business” shall mean designing, developing, researching, manufacturing, supplying, distributing, selling, supporting, maintaining or servicing any IR Product; provided, however, that such capital stock is listed or quoted on a national securities exchange or the Nasdaq National Market or and (2ii) less than 15% in value of any instrument of indebtedness of a Person engaged, directly or indirectly, in Restricted Activities, (B) Xxxxxxx-Xxxxxx or any of its Subsidiaries acquiring control of “Business Competitor” shall mean any Person or business that for the fiscal year immediately preceding such acquisition derived less than 10% of its revenues from Restricted Activities, (C) Xxxxxxx-Xxxxxx or any of its Subsidiaries acquiring control of any Person or business that for the fiscal year immediately preceding such acquisition derived more than 10% of its revenues but less than 35% of its consolidated gross revenues from Restricted Activities Competing Businesses during the four fiscal quarters prior to the Seller Parties or any of their Subsidiaries entering into an agreement providing for the investment in or acquisition of such Person, for which financial statements are available. Notwithstanding the foregoing, the provisions of this Section 1 shall not restrict the Seller Parties or any of their Subsidiaries from: (x) acquiring and operating any Business Competitor so long as it shall use its reasonable best efforts to divest (A) the Seller Parties or such operations as promptly as practicable and in any event Subsidiary divests all or a portion of the Competing Business conducted by such Business Competitor within 12 twelve (12) months after the consummation of such transaction such that an acquisition by the Seller Party or such Subsidiary of controlthe retained portion of the Competing Business would be permissible under the terms of the foregoing clause “(ii)”; and (B) while owned, the Seller Parties and their Subsidiaries do not provide such Business Competitor with any Licensed Business Technology or Licensed Business Intellectual Property Rights held by the Seller Parties or their Subsidiaries prior to the date of such acquisition; (Dy) Xxxxxxx-Xxxxxx owning, directly or indirectly, solely as an investment, securities of any Person traded on a national securities exchange, provided that no Seller Party or any of its Subsidiaries owning an interest acquired as Affiliates (1) is a creditor in bankruptcy or otherwise than by a voluntary investment decision in a controlling Person or business member of a group that for the fiscal year immediately preceding the acquisition of controls such interest by Xxxxxxx-Xxxxxx Person and (2) directly or any of its Subsidiaries derived indirectly owns more than ten percent (10% %) or more of its revenues from Restricted Activities, so long as Xxxxxxx-Xxxxxx or its applicable Subsidiary shall use its reasonable best efforts to divest such interest as promptly as practicable and in any event within 12 months after the acquisition voting securities of such interest; providedPerson, however, that Xxxxxxx-Xxxxxx and its Subsidiaries shall not be required to divest any such interest acquired pursuant to this clause (D) if its fair market value at the time of such acquisition is less than $1,000,000, (E) Xxxxxxx-Xxxxxx and its Subsidiaries operating up to ten retail stores that sell beauty care products, (F) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing their branded professional beauty care products directly or through distributors to salons and salon professionals, (G) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing professional beauty care products of any third Person directly to salons and salon professionals within the Restricted Territories if any member of the Xxxxxxx-Xxxxxx Group as of the date hereof sells and distributes such products and which sales will in no event exceed 2% of the consolidated net sales of Xxxxxxx-Xxxxxx in any fiscal year or (Hz) Xxxxxxx-Xxxxxx and its Subsidiaries operating their company stores in any officecontinuing to operate existing lines of business, plant or warehouse owned or leased by Xxxxxxx-Xxxxxx or any of its Subsidiaries (each of which shall not be deemed to be a retail store for purposes of Section 7.19(a)(ii)(E)). For other than the avoidance of doubt, Xxxxxxx-Xxxxxx and its Subsidiaries may actively operate, manage and control any Person or business any of them acquire in accordance with clause (B) and/or clause (C)Business. (iii) Xxxxxxx-Xxxxxx and Regis agree that the covenants included in Section 7.19(a) are reasonable in their geographic and temporal coverage, and that neither Xxxxxxx-Xxxxxx nor Regis shall raise any issue of geographic or temporal reasonableness in any proceeding to enforce such covenant; provided, however, that if the provision of Section 7.19(a) should ever be deemed to exceed the time or geographic limitations or any other limitations permitted by Applicable Law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the minimum extent required by Applicable Law to cure such problem. Notwithstanding any other provision of this Agreement, it is understood and agreed that monetary damages would be inadequate in the case of any breach of the covenants contained in Section 7.19(a), and that Regis shall be entitled to seek equitable relief, including the remedy of specific performance, with respect to any breach or attempted breach of such covenants.

Non-Competition. (ia) Xxxxxxx-Xxxxxx agrees Each of the Seller and the Shareholders acknowledges that pursuant to this Agreement the Purchaser will purchase from the Seller the goodwill of the Seller and the Purchased Business, and that to induce the Purchaser to pay the Purchase Price, the protection and maintenance of such goodwill constitutes a legitimate interest to be protected by the Purchaser and UTI by this covenant not to compete. Therefore, each of the Seller and the Shareholders agrees, severally and not jointly, that for a the period of 30 months following (the "NONCOMPETITION PERIOD") commencing upon the Closing Date and ending upon the fifth anniversary (the "ENDING DATE") of the Closing Date, he, she or it shall not and shall cause its Subsidiaries not to acquire, manage, operate, control or otherwise engage in any business of (A) operating or franchising retail stores within the United States, Canada, Mexico, Puerto Rico, the United Kingdom, Ireland, Germany and/or Japan (the “Restricted Territories”) that sell beauty care products of Xxxxxxx-Xxxxxx or any third Person or (B) distributing to salons and salon professionals within the Restricted Territories professional beauty care products of any unaffiliated third Person (collectively, “Restricted Activities”). (ii) Section 7.19(a)(i) shall be deemed not breached as a result of (A) the ownership by Xxxxxxx-Xxxxxx or any of its Subsidiaries of: (1) less than an aggregate of 5% of any class of capital stock of a Person engagednot, directly or indirectly, either as an employee, employer, consultant, agent, principal, partner, shareholder (other than a shareholder of 5% or less of a publicly traded company), corporate officer or director, or in Restricted Activities; providedany other individual or representative capacity, howeverengage or participate in the land contract drilling business in North America (such entire geographic area is hereinafter referred to as the "NONCOMPETITION AREA") provided that nothing herein shall restrict the Seller or any Shareholder upon his or her cessation of employment with the Purchaser from providing well-site drilling consulting services to operators. Each of the Seller and the Shareholders represents to the Purchaser that the enforcement of the restriction contained in this Section 8.8 would not be unduly burdensome to it. Each of the Seller and the Shareholders further represents and acknowledges that it has willingly entered into this agreement not to compete and is willing and able to compete in other geographical areas not prohibited by this Section 8.8. (b) Each of the Seller and the Shareholders agrees that in addition to the application of the provisions set forth in Article 11, a breach or violation of this covenant not to compete shall entitle the Purchaser and UTI, as a matter of right, to an injunction issued by any court of competent jurisdiction, restraining any further or continued breach or violation of this covenant. Such right to an injunction shall be cumulative and in addition to, and not in lieu of, any other remedies to which the Purchaser or UTI may show itself justly entitled. Further, each of the Seller and the Shareholders agrees that during any period in which it is in breach of this covenant not to compete, the Noncompetition Period applicable to such Seller or Shareholder who is in breach of this covenant shall be extended for the amount of time that it is in breach hereof. (c) Each of the Seller and the Shareholders agrees, severally and not jointly, that such capital stock is listed or quoted on a national securities exchange or for the Nasdaq National Market or (2) less than 15% in value of any instrument of indebtedness of a Person engagedNoncompetition Period it will not, either directly or indirectly, in Restricted Activities(i) solicit for employment, (B) Xxxxxxx-Xxxxxx or allow any corporation or business entity controlled directly or indirectly by or affiliated with the Seller or any such Shareholder to solicit for employment, any Person that at that time is, or at any time during the 12 month period immediately preceding the Closing Date was, an employee, consultant or agent of the Seller, the Purchaser, UTI or any of its Subsidiaries acquiring control their Affiliates (except that this shall not prohibit reasonable and customary general solicitations of employment through the media) or (ii) make known to any Person that is engaged in the contract land drilling business in the Non-Competition Area or executive recruiting or search firms that have clients engaged in such business, the names of any Person that at that time is, or business that for at any time during the fiscal year 12-month period immediately preceding such acquisition derived less than 10% the Closing Date was, an employee, consultant or agent of its revenues from Restricted Activitiesthe Purchaser, (C) Xxxxxxx-Xxxxxx the Seller or any of its Subsidiaries acquiring control of any Person or business that for their Affiliates relating to the fiscal year immediately preceding such acquisition derived more than 10% of its revenues but less than 35% of its revenues from Restricted Activities so long as it shall use its reasonable best efforts to divest such operations as promptly as practicable and in any event within 12 months after the consummation of such acquisition of control, (D) Xxxxxxx-Xxxxxx or any of its Subsidiaries owning an interest acquired as a creditor in bankruptcy or otherwise than by a voluntary investment decision in a Person or business that for the fiscal year immediately preceding the acquisition of such interest by Xxxxxxx-Xxxxxx or any of its Subsidiaries derived 10% or more of its revenues from Restricted Activities, so long as Xxxxxxx-Xxxxxx or its applicable Subsidiary shall use its reasonable best efforts to divest such interest as promptly as practicable and in any event within 12 months after the acquisition of such interest; provided, however, that Xxxxxxx-Xxxxxx and its Subsidiaries shall not be required to divest any such interest acquired pursuant to this clause (D) if its fair market value at the time of such acquisition is less than $1,000,000, (E) Xxxxxxx-Xxxxxx and its Subsidiaries operating up to ten retail stores that sell beauty care products, (F) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing their branded professional beauty care products directly or through distributors to salons and salon professionals, (G) Xxxxxxx-Xxxxxx and its Subsidiaries selling or distributing professional beauty care products of any third Person directly to salons and salon professionals within the Restricted Territories if any member of the Xxxxxxx-Xxxxxx Group as of the date hereof sells and distributes such products and which sales will in no event exceed 2% of the consolidated net sales of Xxxxxxx-Xxxxxx in any fiscal year or (H) Xxxxxxx-Xxxxxx and its Subsidiaries operating their company stores in any office, plant or warehouse owned or leased by Xxxxxxx-Xxxxxx or any of its Subsidiaries (each of which shall not be deemed to be a retail store for purposes of Section 7.19(a)(ii)(E)). For the avoidance of doubt, Xxxxxxx-Xxxxxx and its Subsidiaries may actively operate, manage and control any Person or business any of them acquire in accordance with clause (B) and/or clause (C)Purchased Business. (iiid) Xxxxxxx-Xxxxxx Notwithstanding anything contained herein to the contrary, the existence of any claim or cause of action of the Seller against the Purchaser or UTI, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Purchaser of the covenants of the Seller and Regis the Shareholders contained in this Section 8.8. (e) The Parties agree that the covenants included limitations contained in this Section 7.19(a) 8.8 with respect to geographic area, duration and scope of activity are reasonable reasonable. However, if any court shall determine that the geographic area, duration or scope of activity of any restriction contained in their geographic and temporal coveragethis Section 8.8 is unenforceable, and it is the intention of the Parties that neither Xxxxxxx-Xxxxxx nor Regis such restrictive covenant set forth herein shall raise any issue of geographic or temporal reasonableness in any proceeding to enforce such covenant; provided, however, that if the provision of Section 7.19(a) should ever not thereby be deemed to exceed the time or geographic limitations or any other limitations permitted by Applicable Law in any jurisdiction, then such provisions terminated but shall be deemed reformed in such jurisdiction amended to the minimum extent required by Applicable Law to cure such problem. Notwithstanding any other provision of this Agreement, render it is understood valid and agreed that monetary damages would be inadequate in the case of any breach of the covenants contained in Section 7.19(a), and that Regis shall be entitled to seek equitable relief, including the remedy of specific performance, with respect to any breach or attempted breach of such covenantsenforceable.