Certain Non-Competition Provisions. (a) As an essential consideration for the obligations of the other Parties under this Agreement, including obligations in connection with the transactions contemplated in the Restructuring Steps Memorandum, and in contemplation of the consummation of the Internal Distribution and the External Distribution, each of RemainCo and SpinCo hereby agrees that, from the date hereof until the third anniversary of the Distribution Date (the “Non-Compete Period”), such party shall not, and it shall cause each other member of its respective Group not to, engage in any Prohibited Business. “
Certain Non-Competition Provisions. (a) As an essential consideration for the obligations of Pride under this Agreement, including obligations in connection with any Prior Transfers and the Separation, and in contemplation of the disposition by Pride of shares of Seahawk Common Stock in the Distribution, Seahawk hereby agrees that until the third anniversary of the Distribution Date, Seahawk shall not, and it shall cause its Affiliates not to, own, charter, lease, manage or operate any rig with a water depth rating of more than 500 feet (“Restricted Rigs”). The foregoing restriction shall not apply to or otherwise prohibit the acquisition of any Person, business or division thereof, whether by stock transaction, asset transaction, merger or otherwise, as long as (i) any Restricted Rigs so acquired (the “Acquired Restricted Rigs”) do not account for the production of more than 25% of the total revenues of the acquired Person, business or division thereof for the most recent four completed fiscal quarters (on an actual basis unless any acquisitions have been consummated by such acquired Person, business or division during such four-quarter period, in which case the calculation shall be made on a pro forma basis), and (ii) within nine months of the date of acquisition, Seahawk divests (subject to paragraph (b) below) each Acquired Restricted Rig.
Certain Non-Competition Provisions. (a) As an essential consideration for the obligations of the Parties under this Agreement, and in contemplation of the consummation of the Separation and the Distribution, each of Trinity and Arcosa hereby agrees that, from the date hereof until the fifth (5th) anniversary of the Distribution Date (the "Non-Compete Period"), such party shall not, and it shall cause each other member of its respective Group not to, directly or indirectly own, invest in, operate, manage, control, participate or engage in any Prohibited Business. "
Certain Non-Competition Provisions. (a) As an essential consideration for the obligations of CHK under this Agreement, including obligations in connection with any Prior Transfers and the Separation, and in contemplation of the disposition by CHK of shares of SSE Common Stock in the Distribution, SSE hereby agrees that until the third anniversary of the Distribution Date, SSE shall not, and it shall cause each other member of the SSE Group not to, engage in the Prohibited Business anywhere in the United States; provided, however, that the foregoing shall not prohibit any member of the SSE Group from engaging in the Prohibited Business to the extent such activities result from the acquisition by an SSE Group member subsequent to the Distribution Date, of all or substantially all the voting securities or assets of a Person who is, or was prior to such acquisition, primarily engaged in a business other than the Prohibited Business, and who did not acquire such Prohibited Business in contemplation of its acquisition by an SSE Group member.
Certain Non-Competition Provisions. Section 9.3(a) of the Agreement is hereby amended and restated in its entirety as follows:
Certain Non-Competition Provisions. (a) As an essential consideration for the obligations of the Parties under this Agreement, and in contemplation of the consummation of the Separation and the Distribution, ATMCo hereby agrees that, from the date hereof until the third (3rd) anniversary of the Distribution Date (the “Non-Compete Period”), it shall not, and it shall cause each other member of its Group not to, directly or indirectly own, invest in, operate, manage, control, participate or engage in any Prohibited ATMCo Business. “
Certain Non-Competition Provisions. 47 Section 6.10 Nonsolicitation of Employees 48 Section 6.11 Confidentiality 48 Section 6.12 Insurance 49 ARTICLE VII MISCELLANEOUS 51 Section 7.1 Authority 51 Section 7.2 Termination 51 Section 7.3 Entire Agreement 52 Section 7.4 Binding Effect; No Third-Party Beneficiaries; Assignment 52 Section 7.5 Amendment 52 Section 7.6 Failure or Indulgence Not Waiver; Remedies Cumulative 52 Section 7.7 Notices 52 Section 7.8 Counterparts 52 Section 7.9 Severability 53 Section 7.10 Governing Law 53 Section 7.11 Specific Performance 53 Section 7.12 Construction 54 Section 7.13 Performance 54 Section 7.14 Limited Liability 54 Section 7.15 Exclusivity of Tax Matters 54 SCHEDULES Schedule 1.1(a) CHK Liabilities Schedule 1.1(b) CHK Marks Schedule 1.1(c) Excluded Assets
Certain Non-Competition Provisions. (a) As an essential consideration for the obligations of Transocean Holdings and Transocean under this Agreement, including obligations in connection with any Prior Transfers and the Separation, and in contemplation of the disposition by Transocean and Transocean Holdings of shares of TODCO Common Stock in the IPO, TODCO hereby agrees that for so long as the Transocean Group beneficially owns shares representing a majority of the voting power of all of the outstanding shares of TODCO Voting Stock, TODCO shall not, and it shall cause its Affiliates not to, engage in the following businesses and activities: (i) any offshore (including marine areas in which swamp drilling barges operate) contract drilling, workover, production or similar services for oil and gas xxxxx using any type of drilling unit in any geographic location, including without limitation the following areas: offshore North America (including without limitation the Gulf of Mexico), offshore South America, offshore Europe (including without limitation the North Sea), offshore Africa, offshore Middle East (including without limitation the Mediterranean Sea, the Red Sea and the Persian Gulf), offshore India, offshore Asia (including without limitation Southeast Asia), offshore Australia and the Caspian Sea and (ii) without limiting the generality of the foregoing clause (i), the ownership, charter, lease, management or operation of any rigs or other equipment or assets used to provide the services, and conduct the business and activities, described above in clause (i); provided however, that this Section 7.12(a) shall not restrict TODCO and its Affiliates from engaging in any of the following businesses and activities: (A) contract drilling, workover, production or similar services for oil and gas xxxxx using jackup, barge, platform or land rigs in the following geographic locations: U.S. onshore, U.S. inland water, U.S. Gulf of Mexico and offshore or onshore Mexico, Trinidad, Venezuela or Colombia and (B) without limiting the generality of the foregoing clause (A), the ownership, charter, lease, management or operation of the drilling units described above in clause (A) used to provide the services, and conduct the business and activities, described above in clause (A).
Certain Non-Competition Provisions. (a) As an essential consideration for the obligations of the Parties under this Agreement, and in contemplation of the consummation of the Separation and the Distribution, ATMCo hereby agrees that, (i) from the date hereof until the third (3rd) anniversary of the Distribution Date (the “Non-Compete Period”), other than as set forth on Schedule 5.3(a)(i), it shall not, and it shall cause each other member of its Group not to, on a worldwide basis, directly or indirectly own, invest in, operate, manage, control, participate or engage in any Prohibited ATMCo Business and (ii) from the date hereof until the fifth (5th) anniversary of the Distribution Date, it shall not, and it shall cause each other member of its Group not to, on a worldwide basis, directly or indirectly participate or engage in the business of providing services with respect to (and shall not otherwise provide services for) installations, break-fix, or maintenance work in respect of any new or existing category of product produced, provided, or supported by the NCR Business as of the Distribution Date (even if such product is not produced itself by NCR or any member of the NCR Group and is produced by a Third-Party) (such activities prohibited by this clause (ii) the “Prohibited Maintenance Business”). “
Certain Non-Competition Provisions. 52 7.13 Confidentiality . . . . . . . . . . . . . . . . . . . . . . . . .53 7.14 Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . .54 ARTICLE VIII MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . .58
