The Designated. Stockholders agree that during the period of the Designated Stockholder's non-competition obligations hereunder, the Designated Stockholders will not, directly or indirectly for the Designated Stockholders or for others, in any geographic area or market where Group 1 or any of its subsidiaries or affiliated companies are conducting any business as of the date in question or have during the previous twelve months conducted any business: (i) engage in any business competitive with any line of business conducted by Group 1 or any of its subsidiaries or affiliates; (ii) render advice or services to, or otherwise assist, any other person, association, or entity who is engaged, directly or indirectly, in any business competitive with any line of business conducted by Group 1 or any of its subsidiaries or affiliates; (iii) encourage or induce any current or former employee of Group 1 or any of its subsidiaries or affiliates to leave the employment of Group 1 or any of its subsidiaries or affiliates or proselytize, offer employment, retain, hire or assist in the hiring of any such employee by any person, association, or entity not affiliated with Group 1 or any of its subsidiaries or affiliates; provided, however, that nothing in this subsection (iii) shall prohibit a Designated Stockholder from offering employment to any prior employee of Group 1 or any of its subsidiaries or affiliates who was not employed by Group 1 or any of its subsidiaries or affiliates at any time in the twelve (12) months prior to the termination of such Designated Stockholder's employment. (a) shall apply during each Designated Stockholder's employment and for a period of three (3) years after termination of employment. The obligations set forth in subsection (iii) of this Section 8.3 (a) with respect to employees shall apply during each Designated Stockholder's employment and for a period of five (5) years after termination of employment. The non-competition obligations set forth in this Section 8.3(a) shall not apply to Char▇▇▇ ▇. ▇▇▇▇▇'▇ ▇▇▇ivities relating to Russ▇▇▇ & ▇mit▇ ▇▇▇d, Inc. and Stre▇▇▇▇-▇▇▇▇▇ ▇▇▇da-Nissan- Mitsubishi, nor shall such obligations apply to Mich▇▇▇ ▇. ▇▇▇▇▇'▇ ▇▇▇ivities relating to Russ▇▇▇ & Smit▇ ▇▇▇d, Inc. If Group 1 or any of its subsidiaries or affiliates abandons a particular aspect of its business, that is, ceases such aspect of its business with the intention to permanently refrain from such aspect of its business, then this post-employment non-competition covenant shall not apply to such former aspect of that business. For purposes of this Section 8.3, an "affiliate" of Group 1 is any person who directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, Group 1. (b) The Designated Stockholders understand that the foregoing restrictions may limit their ability to engage in certain businesses anywhere in the world during the period provided for above, but acknowledge that the Designated Stockholders will receive sufficiently high remuneration and other benefits under this Agreement to justify such restriction. The Designated Stockholders acknowledge that money damages would not be sufficient remedy for any breach of this Section 8.3 by the Designated Stockholders, and Group 1 or any of its subsidiaries or affiliates shall be entitled to enforce the provisions of this Section 8.3 by terminating any payments then owing to the Designated Stockholders under this Agreement and/or to specific performance and injunctive relief as remedies for such breach or any threatened breach, without any requirement for the securing or posting of any bond in connection with such remedies. Such remedies shall not be deemed the exclusive remedies for a breach of this Section 8.3, but shall be in addition to all remedies available at law or in equity to Group 1 or any of its subsidiaries or affiliates, including, without limitation, the recovery of damages by Group 1 from the Designated Stockholders' agents involved in such breach. (c) It is expressly understood and agreed that Group 1 and the Designated Stockholders consider the restrictions contained in this Section 8.3 to be reasonable and necessary to protect the confidential and proprietary information and trade secrets of Group 1 and its subsidiaries and affiliates. Nevertheless, if any of the aforesaid restrictions are found by a court having jurisdiction to be unreasonable, or overly broad as to geographic area or time, or otherwise unenforceable, the parties intend for the restrictions therein set forth to be modified by such courts so as to be reasonable and enforceable and, as so modified by the court, to be fully enforced.
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Sources: Stock Purchase Agreement (Group 1 Automotive Inc), Stock Purchase Agreement (Group 1 Automotive Inc)
The Designated. Stockholders agree that during the period of the Designated Stockholder's non-non- competition obligations hereunder, the Designated Stockholders will not, directly or indirectly for the Designated Stockholders or for others, in any geographic area or market where Group 1 or any of its subsidiaries or affiliated companies are conducting any business as of the date in question or have during the previous twelve months conducted any business:
(i) engage in any business competitive with any line of business conducted by Group 1 or any of its subsidiaries or affiliates;
(ii) render advice or services to, or otherwise assist, any other person, association, or entity who is engaged, directly or indirectly, in any business competitive with any line of business conducted by Group 1 or any of its subsidiaries or affiliates;
(iii) encourage or induce any current or former employee of Group 1 or any of its subsidiaries or affiliates to leave the employment of Group 1 or any of its subsidiaries or affiliates or proselytize, offer employment, retain, hire or assist in the hiring of any such employee by any person, association, or entity not affiliated with Group 1 or any of its subsidiaries or affiliates; provided, however, that nothing in this subsection (iii) shall prohibit a Designated Stockholder from offering employment to any prior employee of Group 1 or any of its subsidiaries or affiliates who was not employed by Group 1 or any of its subsidiaries or affiliates at any time in the twelve (12) months prior to the termination of such Designated Stockholder's employment.
(a) shall apply during each Designated Stockholder's employment and for a period of three (3) years after termination of employment. The obligations set forth in subsection (iii) of this Section 8.3
(a) with respect to employees shall apply during each Designated Stockholder's employment and for a period of five (5) years after termination of employment. The non-competition obligations set forth in this Section 8.3(a) shall not apply to Char▇▇▇ ▇. ▇▇▇▇▇'▇ ▇▇▇ivities relating to Russ▇▇▇ & ▇mit▇ ▇▇▇d, Inc. and Stre▇▇▇▇-▇▇▇▇▇ ▇▇▇da-Nissan- Mitsubishi, nor shall such obligations apply to Mich▇▇▇ ▇. ▇▇▇▇▇'▇ ▇▇▇ivities relating to Russ▇▇▇ & Smit▇ ▇▇▇d, Inc. If Group 1 or any of its subsidiaries or affiliates abandons a particular aspect of its business, that is, ceases such aspect of its business with the intention to permanently refrain from such aspect of its business, then this post-post- employment non-competition covenant shall not apply to such former aspect of that business. For purposes of this Section 8.3, an "affiliate" of Group 1 is any person who directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, Group 1.
(b) The Designated Stockholders understand that the foregoing restrictions may limit their ability to engage in certain businesses anywhere in the world during the period provided for above, but acknowledge that the Designated Stockholders will receive sufficiently high remuneration and other benefits under this Agreement to justify such restriction. The Designated Stockholders acknowledge that money damages would not be sufficient remedy for any breach of this Section 8.3 by the Designated Stockholders, and Group 1 or any of its subsidiaries or affiliates shall be entitled to enforce the provisions of this Section 8.3 by terminating any payments then owing to the Designated Stockholders under this Agreement and/or to specific performance and injunctive relief as remedies for such breach or any threatened breach, without any requirement for the securing or posting of any bond in connection with such remedies. Such remedies shall not be deemed the exclusive remedies for a breach of this Section 8.3, but shall be in addition to all remedies available at law or in equity to Group 1 or any of its subsidiaries or affiliates, including, without limitation, the recovery of damages by Group 1 from the Designated Stockholders' agents involved in such breach.
(c) It is expressly understood and agreed that Group 1 and the Designated Stockholders consider the restrictions contained in this Section 8.3 to be reasonable and necessary to protect the confidential and proprietary information and trade secrets of Group 1 and its subsidiaries and affiliates. Nevertheless, if any of the aforesaid restrictions are found by a court having jurisdiction to be unreasonable, or overly broad as to geographic area or time, or otherwise unenforceable, the parties intend for the restrictions therein set forth to be modified by such courts so as to be reasonable and enforceable and, as so modified by the court, to be fully enforced.or
Appears in 1 contract
The Designated. Stockholders agree that during the period of the Designated Stockholder's non-competition obligations hereunder, the Designated Stockholders will not, directly or indirectly for the Designated Stockholders or for others, in any geographic area or market where Group 1 or any of its subsidiaries or affiliated companies are conducting any business as of the date in question or have during the previous twelve months conducted any business:
(i) engage in any business competitive with any line of business conducted by Group 1 or any of its subsidiaries or affiliates;
(ii) render advice or services to, or otherwise assist, any other person, association, or entity who is engaged, directly or indirectly, in any business competitive with any line of business conducted by Group 1 or any of its subsidiaries or affiliates;
(iii) encourage or induce any current or former employee of Group 1 or any of its subsidiaries or affiliates to leave the employment of Group 1 or any of its subsidiaries or affiliates or proselytize, offer employment, retain, hire or assist in the hiring of any such employee by any person, association, or entity not affiliated with Group 1 or any of its subsidiaries or affiliates; provided, however, that nothing in this subsection (iii) shall prohibit a Designated Stockholder from offering employment to any prior employee of Group 1 or any of its subsidiaries or affiliates who was not employed by Group 1 or any of its subsidiaries or affiliates at any time in the twelve (12) months prior to the termination of such Designated Stockholder's employment.
(a) shall apply during each Designated Stockholder's employment and for a period of three (3) years after termination of employment. The obligations set forth in subsection (iii) of this Section 8.3
(a) with respect to employees shall apply during each Designated Stockholder's employment and for a period of five (5) years after termination of employment. The non-competition obligations set forth in this Section 8.3(a) shall not apply to Char▇▇▇ ▇. ▇▇▇▇▇'▇ ▇▇▇ivities relating to Russ▇▇▇ & ▇mit▇ ▇▇▇d, Inc. and Stre▇▇▇▇-▇▇▇▇▇ ▇▇▇da-Nissan- Mitsubishi, nor shall such obligations apply to Mich▇▇▇ ▇. ▇▇▇▇▇'▇ ▇▇▇ivities relating to Russ▇▇▇ & Smit▇ ▇▇▇d, Inc. If Group 1 or any of its subsidiaries or affiliates abandons a particular aspect of its business, that is, ceases such aspect of its business with the intention to permanently refrain from such aspect of its business, then this post-employment non-competition covenant shall not apply to such former aspect of that business. For purposes of this Section 8.3, an "affiliate" of Group 1 is any person who directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, Group 1.
(b) The Designated Stockholders understand that the foregoing restrictions may limit their ability to engage in certain businesses anywhere in the world during the period provided for above, but acknowledge that the Designated Stockholders will receive sufficiently high remuneration and other benefits under this Agreement to justify such restriction. The Designated Stockholders acknowledge that money damages would not be sufficient remedy for any breach of this Section 8.3 by the Designated Stockholders, and Group 1 or any of its subsidiaries or affiliates shall be entitled to enforce the provisions of this Section 8.3 by terminating any payments then owing to the Designated Stockholders under this Agreement and/or to specific performance and injunctive relief as remedies for such breach or any threatened breach, without any requirement for the securing or posting of any bond in connection with such remedies. Such remedies shall not be deemed the exclusive remedies for a breach of this Section 8.3, but shall be in addition to all remedies available at law or in equity to Group 1 or any of its subsidiaries or affiliates, including, without limitation, the recovery of damages by Group 1 from the Designated Stockholders' agents involved in such breach.
(c) It is expressly understood and agreed that Group 1 and the Designated Stockholders consider the restrictions contained in this Section 8.3 to be reasonable and necessary to protect the confidential and proprietary information and trade secrets of Group 1 and its subsidiaries and affiliates. Nevertheless, if any of the aforesaid restrictions are found by a court having jurisdiction to be unreasonable, or overly broad as to geographic area or time, or otherwise unenforceable, the parties intend for the restrictions therein set forth to be modified by such courts so as to be reasonable and enforceable and, as so modified by the court, to be fully enforced.or
Appears in 1 contract
The Designated. Stockholders agree that during the period of the Designated Stockholder's non-non- competition obligations hereunder, the Designated Stockholders will not, directly or indirectly for the Designated Stockholders or for others, in any geographic area or market where Group 1 or any of its subsidiaries or affiliated companies are conducting any business as of the date in question or have during the previous twelve months conducted any business:
(i) engage in any business competitive with any line of business conducted by Group 1 or any of its subsidiaries or affiliates;
(ii) render advice or services to, or otherwise assist, any other person, association, or entity who is engaged, directly or indirectly, in any business competitive with any line of business conducted by Group 1 or any of its subsidiaries or affiliates;
(iii) encourage or induce any current or former employee of Group 1 or any of its subsidiaries or affiliates to leave the employment of Group 1 or any of its subsidiaries or affiliates or proselytize, offer employment, retain, hire or assist in the hiring of any such employee by any person, association, or entity not affiliated with Group 1 or any of its subsidiaries or affiliates; provided, however, that nothing in this subsection (iii) shall prohibit a Designated Stockholder from offering employment to any prior employee of Group 1 or any of its subsidiaries or affiliates who was not employed by Group 1 or any of its subsidiaries or affiliates at any time in the twelve (12) months prior to the termination of such Designated Stockholder's employment.
(a) shall apply during each Designated Stockholder's employment and for a period of three (3) years after termination of employment. The obligations set forth in subsection (iii) of this Section 8.3
(a) with respect to employees shall apply during each Designated Stockholder's employment and for a period of five (5) years after termination of employment. The non-competition obligations set forth in this Section 8.3(a) shall not apply to Char▇▇▇ ▇. ▇▇▇▇▇'▇ ▇▇▇ivities relating to Russ▇▇▇ & ▇mit▇ ▇▇▇d, Inc. and Stre▇▇▇▇-▇▇▇▇▇ ▇▇▇da-Nissan- Mitsubishi, nor shall such obligations apply to Mich▇▇▇ ▇. ▇▇▇▇▇'▇ ▇▇▇ivities relating to Russ▇▇▇ & Smit▇ ▇▇▇d, Inc. If Group 1 or any of its subsidiaries or affiliates abandons a particular aspect of its business, that is, ceases such aspect of its business with the intention to permanently refrain from such aspect of its business, then this post-employment non-competition covenant shall not apply to such former aspect of that business. For purposes of this Section 8.3, an "affiliate" of Group 1 is any person who directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, Group 1.
(b) The Designated Stockholders understand that the foregoing restrictions may limit their ability to engage in certain businesses anywhere in the world during the period provided for above, but acknowledge that the Designated Stockholders will receive sufficiently high remuneration and other benefits under this Agreement to justify such restriction. The Designated Stockholders acknowledge that money damages would not be sufficient remedy for any breach of this Section 8.3 by the Designated Stockholders, and Group 1 or any of its subsidiaries or affiliates shall be entitled to enforce the provisions of this Section 8.3 by terminating any payments then owing to the Designated Stockholders under this Agreement and/or to specific performance and injunctive relief as remedies for such breach or any threatened breach, without any requirement for the securing or posting of any bond in connection with such remedies. Such remedies shall not be deemed the exclusive remedies for a breach of this Section 8.3, but shall be in addition to all remedies available at law or in equity to Group 1 or any of its subsidiaries or affiliates, including, without limitation, the recovery of damages by Group 1 from the Designated Stockholders' agents involved in such breach.
(c) It is expressly understood and agreed that Group 1 and the Designated Stockholders consider the restrictions contained in this Section 8.3 to be reasonable and necessary to protect the confidential and proprietary information and trade secrets of Group 1 and its subsidiaries and affiliates. Nevertheless, if any of the aforesaid restrictions are found by a court having jurisdiction to be unreasonable, or overly broad as to geographic area or time, or otherwise unenforceable, the parties intend for the restrictions therein set forth to be modified by such courts so as to be reasonable and enforceable and, as so modified by the court, to be fully enforced.
Appears in 1 contract
The Designated. Stockholders agree that during the period of the Designated Stockholder's non-competition obligations hereunder, the Designated Stockholders will not, directly or indirectly for the Designated Stockholders or for others, in any geographic area or market where Group 1 or any of its subsidiaries or affiliated companies are conducting any business as of the date in question or have during the previous twelve months conducted any business:
(i) engage in any business competitive with any line of business conducted by Group 1 or any of its subsidiaries or affiliates;
(ii) render advice or services to, or otherwise assist, any other person, association, or entity who is engaged, directly or indirectly, in any business competitive with any line of business conducted by Group 1 or any of its subsidiaries or affiliates;
(iii) encourage or induce any current or former employee of Group 1 or any of its subsidiaries or affiliates to leave the employment of Group 1 or any of its subsidiaries or affiliates or proselytize, offer employment, retain, hire or assist in the hiring of any such employee by any person, association, or entity not affiliated with Group 1 or any of its subsidiaries or affiliates; provided, however, that nothing in this subsection (iii) shall prohibit a Designated Stockholder from offering employment to any prior employee of Group 1 or any of its subsidiaries or affiliates who was not employed by Group 1 or any of its subsidiaries or affiliates at any time in the twelve (12) months prior to the termination of such Designated Stockholder's employment.
(a) shall apply during each Designated Stockholder's employment and for a period of three (3) years after termination of employment. The obligations set forth in subsection (iii) of this Section 8.3
(a) with respect to employees shall apply during each Designated Stockholder's employment and for a period of five (5) years after termination of employment. The nonNon-competition obligations set forth in this Section 8.3(a) shall not apply to Char▇▇▇ ▇. ▇▇▇▇▇'▇ ▇▇▇ivities relating to Russ▇▇▇ & ▇mit▇ ▇▇▇d, Inc. and Stre▇▇▇▇-▇▇▇▇▇ ▇▇▇da-Nissan- Mitsubishi, nor shall such obligations apply to Mich▇▇▇ ▇. ▇▇▇▇▇'▇ ▇▇▇ivities relating to Russ▇▇▇ & Smit▇ ▇▇▇d, Inc. If Group 1 or any of its subsidiaries or affiliates abandons a particular aspect of its business, that is, ceases such aspect of its business with the intention to permanently refrain from such aspect of its business, then this post-employment non-competition covenant shall not apply to such former aspect of that business. For purposes of this Section 8.3, an "affiliate" of Group 1 is any person who directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, Group 1.such
(b) The Designated Stockholders understand that the foregoing restrictions may limit their ability to engage in certain businesses anywhere in the world during the period provided for above, but acknowledge that the Designated Stockholders will receive sufficiently high remuneration and other benefits under this Agreement to justify such restriction. The Designated Stockholders acknowledge that money damages would not be sufficient remedy for any breach of this Section 8.3 by the Designated Stockholders, and Group 1 or any of its subsidiaries or affiliates shall be entitled to enforce the provisions of this Section 8.3 by terminating any payments then owing to the Designated Stockholders under this Agreement and/or to specific performance and injunctive relief as remedies for such breach or any threatened breach, without any requirement for the securing or posting of any bond in connection with such remedies. Such remedies shall not be deemed the exclusive remedies for a breach of this Section 8.3, but shall be in addition to all remedies available at law or in equity to Group 1 or any of its subsidiaries or affiliates, including, without limitation, the recovery of damages by Group 1 from the Designated Stockholders' agents involved in such breach.
(c) It is expressly understood and agreed that Group 1 and the Designated Stockholders consider the restrictions contained in this Section 8.3 to be reasonable and necessary to protect the confidential and proprietary information and trade secrets of Group 1 and its subsidiaries and affiliates. Nevertheless, if any of the aforesaid restrictions are found by a court having jurisdiction to be unreasonable, or overly broad as to geographic area or time, or otherwise unenforceable, the parties intend for the restrictions therein set forth to be modified by such courts so as to be reasonable and enforceable and, as so modified by the court, to be fully enforced.
Appears in 1 contract