Non Competition Non Interference. (a) In consideration of the purchase of the Interests by the Buyer for the period commencing on the Closing Date and ending on the first anniversary of the Closing Date: (i) the Seller shall not, and shall cause its majority controlled Affiliates to not, attempt to hurt, hinder, diminish or interfere with the relationship between the Company and any Person that is a customer or client of the Company on the Closing Date (each, a "Company Customer") (including making any negative or disparaging statements or communications about the Company); and (ii) the Seller shall not, and shall cause its majority controlled Affiliates to not, within the United States of America or any state, region or territory thereof, engage, directly or indirectly, in the provision of full outsourcing of information technology infrastructure management for mainframe or client/server systems services (a "Competing Business"); provided that such limitation shall in no manner restrict the Seller and its majority controlled Affiliates from offering to any Person any service offered by the Seller and its majority controlled Affiliates on the date hereof, including colocation services, content distribution and all related services. (b) For the avoidance of doubt and notwithstanding any provision of this Agreement to the contrary, the Seller and its majority controlled Affiliates shall not be deemed to be engaged directly or indirectly in a Competing Business or otherwise have breached any obligation set forth in Section 7.7(a)(i) if the Seller or such majority controlled Affiliate is providing any services that are not Competing Business services that enable an unrelated third Person to engage in, or such Person is otherwise engaged in, a Competing Business, including colocation services, content distribution and all related services. In addition, for the avoidance of doubt and notwithstanding any provision of this Agreement to the contrary, the Seller or any of its majority controlled Affiliates solicitation of any Company Customer for the sale of any product or service other than a Competing Business service shall not be deemed to be a violation of Section 7.7(a)(i). (c) Notwithstanding any provision of this Agreement to the contrary, the Seller and its majority controlled Affiliates may engage in a Competing Business that results from the acquisition of a Person, or the assets of a Person, that is engaged in a Competing Business; provided that the total revenues of such acquired Person or acquired assets that are attributable to the Competing Business represent less than 25% of the consolidated total revenues of such Person. (d) It is the desire and intent of the parties to this Agreement that the provisions of this Section 7.7 shall be enforced to the fullest extent permissible under the Laws and public policies applied in each jurisdiction in which enforcement is sought. If any particular provisions or portion of this Section 7.7 shall be adjudicated to be invalid or unenforceable, this Section shall be deemed amended to delete therefrom such provision or portion adjudicated to be invalid or unenforceable, such amendment to apply only with respect to the operation of such Section in the particular jurisdiction in which such adjudication is made. (e) The parties recognize that the performance of the obligations under this Section 7.7 by the Seller is special, unique and extraordinary in character, and that in the event of the breach by the Seller of the terms and conditions of this Section 7.7 to be performed by the Seller, the Buyer and the Company shall be entitled, if it so elects, to seek damages for any breach of this Section 7.7, and/or to enforce the specific performance thereof by the Seller or to enjoin the Seller from performing services for any Person.
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Non Competition Non Interference. (a) In consideration For a period of the purchase of the Interests by the Buyer for the period commencing on the Closing Date and ending on the first anniversary of three (3) years from the Closing Date:
(i) the , Seller shall not, acting individually or as an owner, shareholder, member, partner, or independent contractor of any person other than Buyer or one of its Subsidiaries or Affiliates, and Seller shall cause its majority controlled Affiliates to not, attempt to hurt, hinder, diminish or interfere with the relationship between the Company and any Person that is a customer or client of the Company on the Closing Date (each, a "Company Customer") (including making any negative or disparaging statements or communications about the Company); and
(ii) the Seller shall not, and shall cause its majority controlled Affiliates to not, within the United States of America or any state, region or territory thereof, engageSubsidiaries not to, directly or indirectly, establish, own, manage, operate, control, acquire, invest in or otherwise engage or participate in any business, operation or activity that is engaged primarily in the provision business of full outsourcing non-surgical hair replacement systems or hair transplants, in each case of information technology infrastructure management for mainframe the type provided by the Company or client/server systems services a Company Subsidiary as of the date of this Agreement, or EXT® Extreme hair therapy treatments provided exclusively by the Company or a Company Subsidiary as of the date of this Agreement (a "“Competing Business")”) within a one hundred (100) mile radius of any HCI Location; provided provided, however, that such limitation shall in no manner restrict the Seller and its majority controlled Affiliates from offering Subsidiaries may, directly or indirectly, (i) hold, solely as an investment, interests in or securities of or indebtedness of any person engaged in a Competing Business to the extent that such investment does not, directly or indirectly, result in Seller or any Person of its Subsidiaries owning five percent (5%) or more of any service offered by class of securities or indebtedness of such person, or (ii) acquire or own a person engaged in a Competing Business if such Competing Business activities of such person account for less than five (5%) of such person’s consolidated annual revenues. Notwithstanding anything herein to the contrary, and for the avoidance of doubt, any business, operation or activity that Seller or any of its Subsidiaries (other than the Company and its majority controlled Affiliates on the Company Subsidiaries) owns, manages, operates, controls or is engaged in or participates in as of the date hereof, including colocation services, content distribution and all related servicesof this Agreement shall not be deemed to breach or violate any of the restrictions or covenants contained in this Section 5.05.
(b) For The parties hereto acknowledge that the avoidance covenants set forth in this Section 5.05 are a material inducement to Buyer to enter into this Agreement. The parties hereto acknowledge that this Section 5.05 constitutes an independent covenant and shall not be affected by performance or nonperformance of doubt and notwithstanding any other provision of this Agreement to the contrary, the Seller and its majority controlled Affiliates shall not be deemed to be engaged directly or indirectly in a Competing Business or otherwise have breached any obligation set forth in Section 7.7(a)(i) if the Seller or such majority controlled Affiliate is providing any services that are not Competing Business services that enable an unrelated third Person to engage in, or such Person is otherwise engaged in, a Competing Business, including colocation services, content distribution and all related services. In addition, for the avoidance of doubt and notwithstanding any provision of this Agreement to the contrary, the Seller or any of its majority controlled Affiliates solicitation of any Company Customer for the sale of any product or service other than a Competing Business service shall not be deemed to be a violation of Section 7.7(a)(i)document contemplated by this Agreement.
(c) Notwithstanding any provision of this Agreement to the contrary, the Seller and its majority controlled Affiliates may engage in a Competing Business that results from the acquisition of a Person, or the assets of a Person, that is engaged in a Competing Business; provided that the total revenues of such acquired Person or acquired assets that are attributable to the Competing Business represent less than 25% of the consolidated total revenues of such Person.
(d) It is the desire and intent intention of the parties to this Agreement hereto that if any of the provisions of restrictions or covenants contained in this Section 7.7 5.05 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 restrictions or covenants shall not be enforced held to be null, void and of no effect, but to the fullest extent permissible such restrictions or covenants would be valid or enforceable under the Laws any Applicable Law, if modified, a court of competent jurisdiction shall construe and public policies applied in each jurisdiction in which enforcement is sought. If any particular provisions interpret or portion of modify this Section 7.7 shall be adjudicated 5.05 to be invalid or unenforceableprovide for a covenant having the maximum enforceable geographic area, time period and scope (not greater than those contained in this Section shall 5.05) that would be deemed amended to delete therefrom valid and enforceable under such provision or portion adjudicated to be invalid or unenforceable, such amendment to apply only with respect to the operation of such Section in the particular jurisdiction in which such adjudication is madeApplicable Law.
(e) The parties recognize that the performance of the obligations under this Section 7.7 by the Seller is special, unique and extraordinary in character, and that in the event of the breach by the Seller of the terms and conditions of this Section 7.7 to be performed by the Seller, the Buyer and the Company shall be entitled, if it so elects, to seek damages for any breach of this Section 7.7, and/or to enforce the specific performance thereof by the Seller or to enjoin the Seller from performing services for any Person.
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Non Competition Non Interference. (a) In consideration of the purchase of the Interests Relevant Purchased Shares by the Buyer for Purchaser, from the period commencing on date of this Agreement until the Closing Date and ending on the first third (3rd) year anniversary of following the Closing Date:
(i) the , each Seller shall not, and shall cause its majority controlled Affiliates not to not(it being expressly specified that IDInvest and its Affiliates shall not be bound by the non-competition undertaking provided in paragraph (i) of this Section 6.11(a)):
(i) within any jurisdiction or marketing area in which a Group Member or its Affiliates are doing business, directly or indirectly own, manage, operate, control, be employed by, provide services to, consult for 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 by the Group Member or its Affiliates. For these purposes, ownership of securities of two percent (2%) or less of any class of securities of a public company shall not be considered to be competition with a Group Member or its Affiliates;
(ii) persuade or attempt to hurtpersuade any potential customer or client to which a Group Member has made a presentation, hinderor with which a Group Member has had discussions, diminish not to enter into a commercial relationship with such Group Member, or interfere to enter into a commercial relationship with the relationship between the Company and another company; or
(iii) solicit for any Seller or any Person that other than a Group Member the business of any Person which is a customer or client of any Group Member, or was its customer or client within the Company on five (5) year period prior to the Closing Date (each, date of this Agreement or in any way interfere with the relationship between a "Company Customer") Group Member and any such Person or business relationship (including making any negative or disparaging statements or communications about the CompanyGroup); and
(ii) the Seller shall not, and shall cause its majority controlled Affiliates to not, within the United States of America or any state, region or territory thereof, engage, directly or indirectly, in the provision of full outsourcing of information technology infrastructure management for mainframe or client/server systems services (a "Competing Business"); provided that such limitation shall in no manner restrict the Seller and its majority controlled Affiliates from offering to any Person any service offered by the Seller and its majority controlled Affiliates on the date hereof, including colocation services, content distribution and all related services.
(b) For the avoidance of doubt and notwithstanding any provision of this Agreement to the contrary, the Seller and its majority controlled Affiliates shall not be deemed to be engaged directly or indirectly in a Competing Business or otherwise have breached any obligation set forth in Section 7.7(a)(i) if the Seller or such majority controlled Affiliate is providing any services that are not Competing Business services that enable an unrelated third Person to engage in, or such Person is otherwise engaged in, a Competing Business, including colocation services, content distribution and all related services. In addition, for the avoidance of doubt and notwithstanding any provision of this Agreement to the contrary, the Seller or any of its majority controlled Affiliates solicitation of any Company Customer for the sale of any product or service other than a Competing Business service shall not be deemed to be a violation of Section 7.7(a)(i).
(c) Notwithstanding any provision of this Agreement to the contrary, the Seller and its majority controlled Affiliates may engage in a Competing Business that results from the acquisition of a Person, or the assets of a Person, that is engaged in a Competing Business; provided that the total revenues of such acquired Person or acquired assets that are attributable to the Competing Business represent less than 25% of the consolidated total revenues of such Person.
(d) It is the desire and intent of the parties to this Agreement that the provisions of this Section 7.7 6.11 shall be enforced to the fullest extent permissible under the Laws laws and public policies applied in each jurisdiction in which enforcement is sought. If any particular provisions or portion of this Section 7.7 6.11 shall be adjudicated to be invalid or unenforceable, this Section 6.11 shall be deemed amended to delete therefrom such provision or portion adjudicated to be invalid or unenforceable, such amendment to apply only with respect to the operation of such this Section 6.11 in the particular jurisdiction in which such adjudication is made.
(ec) The parties Parties recognize that the performance of the obligations under this Section 7.7 6.11 by each of the Seller Sellers is special, unique and extraordinary in character, and that in the event of the breach by the Seller of the terms and conditions of this Section 7.7 to be performed by the Seller6.11, the Buyer and the Company Purchaser shall be entitled, if it they so electselect, to seek obtain damages for any breach of this Section 7.76.11, and/or or to enforce the specific performance thereof by each of the Seller Sellers or to enjoin the such Seller or its respective Affiliates from performing services for any Person.
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