Remainco Group Non-Compete. (i) For a period of two (2) years following the Separation Effective Time, without the prior written consent of RMT Partner, Remainco agrees not to directly or indirectly, and not to permit any of its Group to, engage in, manage or operate, anywhere in the world, or own an equity interest in any Person who engages in, manages or operates anywhere in the world, in any business that competes with the RMT Partner Restricted Business (a “Competing RMT Partner Business”); provided, however, that nothing herein shall preclude Remainco or any of its Group from:
Remainco Group Non-Compete. (i) For the period commencing on the Distribution Date and ending on the date which is three (3) years following the Distribution Date (the “Restricted Period”), without the prior written consent of Merger Partner, Xxxxxxxx agrees not to, directly or indirectly, and not to permit any member of the Remainco Group to, engage in, manage or operate, anywhere in the world, or own an Equity Interest in any Person who engages in, manages or operates anywhere in the world, any Merger Partner Restricted Business; provided that nothing in this Agreement shall preclude any member of the Remainco Group from: A. engaging in, operating or managing (or owning any Equity Interests in any Entity that engages in, operates or manages) any Permitted Business; B. acquiring and, after such acquisition, owning any Equity Interest for passive investment purposes only (provided that none of the members of the Remainco Group exercise control of or otherwise manages, operates or engages in the Merger Partner Restricted Business of such Person) in any Person (or its successor) that is engaged in a Merger Partner Restricted Business if such Merger Partner Restricted Business generated less than Eighty Million Dollars ($80,000,000) of such Person’s consolidated annual revenues in the last completed fiscal year of such Person; C. owning two percent (2%) or less of the outstanding Equity Interest of any Person whose shares are listed on a stock exchange; provided that such Equity Interests are held for passive investment purposes only and none of the members of the Remainco Group exercise Control of (or otherwise manages, operates or engages in the Merger Partner Restricted Business of) such Person; D. acquiring and, after such acquisition, owning a controlling Equity Interest in any Person or Persons, collectively, (or its or their successor, successors, business or businesses) that are (directly or indirectly through Controlled Affiliates) engaged in a Merger Partner Restricted Business, provided that (1) other than the Entities identified in Schedule 1.12(a)(i)(D) the revenue generated from the Merger Partner Restricted Businesses of such Person or Persons, collectively, was less than One Hundred Forty Million Dollars ($140,000,000) of such Person’s or Persons’ consolidated annual revenues in the aggregate in the last completed fiscal year of such Person or Persons, collectively, and (2) if the revenue generated from the Merger Partner Restricted Businesses of such Person or Persons, ...
Remainco Group Non-Compete. (i) For the period commencing on the Closing Date and ending on the date which is four (4) years following the Closing Date (the “Restricted Period”), without the prior written consent of Xxxxx, Xxxxxxxx agrees not to, directly or indirectly, and not to permit any member of the Remainco Group to, engage in, manage or operate, anywhere in the world, or own an Equity Interest in any Person who engages in, manages or operates anywhere in the world, any Spinco Restricted Business; provided that nothing in this Agreement shall preclude any member of the Remainco Group from: A. engaging in, operating or managing (or owning any Equity Interests in any Entity that engages in, operates or manages) any Permitted Business; B. acquiring and, after such acquisition, owning any Equity Interest for passive investment purposes only (provided that none of the members of the Remainco Group exercise control of or otherwise manages, operates or engages in the Spinco Restricted Business of such Person) in any Person (or its successor) that is engaged in a Spinco Restricted Business if such Spinco Restricted Business generated less than Sixty Million Dollars ($60,000,000) of such Person’s consolidated annual revenues in the last completed fiscal year of such Person;
Remainco Group Non-Compete. (i) For the period commencing on the Closing Date and ending on the date which is four (4) years following the Closing Date (the “Restricted Period”), without the prior written consent of Bxxxx, Rxxxxxxx agrees not to, directly or indirectly, and not to permit any member of the Remainco Group to, engage in, manage or operate, anywhere in the world, or own an Equity Interest in any Person who engages in, manages or operates anywhere in the world, any Spinco Restricted Business; provided that nothing in this Agreement shall preclude any member of the Remainco Group from:
