Common use of Non Competition Non Interference Clause in Contracts

Non Competition Non Interference. In consideration of the purchase of the Shares by Purchasers, from the Closing Date until the third anniversary of the Closing Date, none of the Sellers nor any Person set forth in Section 5.12 of the Sellers Disclosure Letter shall: (i) within any jurisdiction or marketing area in which the Subject Companies are doing business as of the Closing Date (including Mexico, the U.S., Canada and Central America), directly or indirectly own, manage, operate, control, be employed by, or participate in the ownership, management, operation or control of, or be connected in any manner with, any business of the type and character engaged in and competitive with that conducted by the Subject Companies within the two years prior to the Closing Date (any such business, a “Competing Business”). For these purposes, (A) ownership of securities of four percent (4%) or less of any class of securities of a publicly traded company shall not be considered to be competition to the extent such investment is merely of a passive nature and no rights to designate board members or officers in the company are granted to the Sellers or such Person pursuant to that investment, and (B) the sale of Comex branded products in Central America, other than Guatemala, shall not be considered to be competition; (ii) persuade or attempt to persuade any potential customer or client to which the Sellers or any of the Subject Companies have made a presentation, or with which the Sellers or any of the Subject Companies have had discussions, not to purchase products sold or otherwise commercialized by any of the Subject Companies; or (iii) solicit for Sellers or any Person other than the Purchasers or any of the Subject Companies the business of any Person which is a customer or client of the Sellers or any of the Subject Companies, or was their customer or client within one (1) year prior to the date of this Agreement or in any way interfere with the relationship between the Purchasers or any of the Subject Companies and any such Person or business relationship (including making any negative or disparaging statements or communications about the Purchasers or any of the Subject Companies).

Non Competition Non Interference. In consideration of the purchase of the Shares by PurchasersPurchaser or its designees, from the Closing Date until the third (3rd) anniversary of the Closing Date, none of the Sellers nor any Person set forth in Section 5.12 of the Sellers Disclosure Letter shall: (i) within any jurisdiction or marketing area in which the Subject Companies are doing business as of the Closing Date (including MexicoDate, the U.S., Canada and Central America)which are listed in Exhibit E, directly or indirectly own, manage, operate, control, be employed by, or participate in the ownership, management, operation or control of, or be connected in any manner with, any business of the type and character engaged in and competitive with that conducted by the Subject Companies within the two (2) years prior to the Closing Date (any such business, a “Competing Business”). For these purposes, (A) ownership of securities of four percent (4%) or less of any class of securities of a publicly traded company shall not be considered to be competition to the extent such investment is merely of a passive nature and no rights to designate board members or officers in the company are granted to the Sellers or such Person pursuant to that investment, and (B) the sale of Comex branded products resale, in Central America, other than Guatemala, by concessionaries, distributors or other Persons, through license or other permission from the Subject Companies, of Comex branded products purchased by such Persons from the Subject Companies, shall not be considered to be competition; (ii) persuade or attempt to persuade any potential customer or client to which the Sellers or any of the Subject Companies have made a presentation, or with which the Sellers or any of the Subject Companies have had discussions, not to purchase products sold or otherwise commercialized by any of the Subject Companies; or (iii) solicit for Sellers or any Person other than the Purchasers Purchaser or any of the Subject Companies the business of any Person which is a customer or client of the Sellers or any of the Subject Companies, or was their customer or client within one (1) year prior to the date of this Agreement or in any way interfere with the relationship between the Purchasers Purchaser or any of the Subject Companies and any such Person or business relationship (including making any negative or disparaging statements or communications about the Purchasers Purchaser or any of the Subject Companies).