Common use of Non-Solicitation/Non-Compete Clause in Contracts

Non-Solicitation/Non-Compete. (a) Beginning on the Closing Date and ending on the fifth (5th) anniversary of the Closing Date (the “No Solicit Period”), Seller shall not, directly or indirectly, without the prior written consent of Purchaser, (i) hire any Key Employee or (ii) encourage, induce, attempt to induce, recruit, solicit, attempt to solicit (on Sellers’ own behalf or on behalf of any other Person), or take any other action that is intended to induce or encourage any Continuing Employee to terminate such employee’s employment with Purchaser or a Subsidiary of Purchaser. Notwithstanding the foregoing, for purposes of this Agreement, the placement of general advertisements that may be targeted to a particular geographic or technical area but that are not specifically targeted toward the Continuing Employees shall not be deemed to be a breach of Section 7.3(a)(ii). The foregoing provisions shall not apply to any Continuing Employee whose employment is terminated by Purchaser or any Subsidiary of Purchaser. (b) During the No Solicit Period, Seller shall not, either directly or indirectly, (i) engage in the business of the Specified Business or (ii) sell or offer for sale a product or service that competes with the Transferred Assets. The Seller agrees that this covenant is necessary to protect the value of Purchaser’s investment in the Transferred Assets. (c) During the No Solicit Period, Seller shall not directly or indirectly, (i) aid or induce any customer, vendor, supplier, independent contractor or other business contact of the Seller or any Subsidiary to terminate a Transferred Contract or reduce the amount of business done relating to the Transferred Contract, or (ii) solicit or accept any work that is in competition with the Specified Business from any current customer under a Transferred Contract. (d) If, in any judicial proceeding, a court refuses to enforce any of such separate covenants of Section 7.3 (or any part thereof), then such unenforceable covenant (or such part) shall be eliminated from this Agreement to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforced. (e) The Purchaser hereby agrees to duly and timely make any joint election or elections under the provisions of section 56.4 of the Tax Act, and in such form, as the Seller may reasonably request in respect of the restrictive covenants granted under to the Purchaser under this Agreement, provided that such elections are not materially prejudicial to the Purchaser and further provided that the Purchaser shall not be responsible for the filing of any such elections. The Seller shall confirm to the Purchaser within 10 days of the filing of any such election that the election has been filed, and shall provide the Purchaser with a copy of the election as filed with the applicable Governmental Body.

Non-Solicitation/Non-Compete. (a) Beginning on For a period of eighteen (18) months from the Closing Date Date, Parent and ending on the fifth (5th) anniversary of the Closing Date (the “No Solicit Period”), Seller shall not, directly or indirectlyand shall cause each other Restricted Party not to, without the prior written consent of Purchaser, (i) hire any Key Employee or (ii) encourage, induce, attempt to induce, recruit, solicit, attempt to solicit (on Sellers’ own behalf or on behalf of any other Person), or take any other action that is intended to induce or encourage any Continuing Employee to terminate such employee’s employment with Purchaser or a Subsidiary of Purchaser. Notwithstanding the foregoing, for purposes of this Agreement, the placement of general advertisements that may be targeted to a particular geographic or technical area but that are not specifically targeted toward the Continuing Employees shall not be deemed to be a breach of Section 7.3(a)(ii). The foregoing provisions shall not apply to any Continuing Employee whose employment is terminated by Purchaser or any Subsidiary of Purchaser. (b) During the No Solicit Period, Seller shall not, either directly or indirectly, (i) solicit to hire as an employee or solicit to engage as a consultant or hire as an employee or engage as a consultant any Business Employee or any employee of Buyer or any of its Affiliates with whom Parent or Seller first comes in contact or who first becomes known to Parent or Seller, in each case, in connection with the business transactions contemplated by this Agreement and the Ancillary Agreements (any of the Specified foregoing persons, a “Buyer Restricted Employee”), or (ii) seek to induce or influence any such Buyer Restricted Employee to leave his or her employment with Buyer or any of its Affiliates; provided that no Restricted Party shall be precluded from soliciting or hiring, or taking any other action with respect to, any Buyer Restricted Employee (i) whose employment was terminated by Buyer or any of its Affiliates (including, for the avoidance of doubt, after the Closing, any member of the Company Group) at least six (6) months prior to commencement of any solicitation or inducement by any member of the Seller Group of such Buyer Restricted Employee or (ii) who, prior to any solicitation or inducement by any member of the Seller Group, responds to a general or public solicitation not targeted at employees of Buyer or any of its Affiliates or the Business Employees (including by a search firm or pursuant to an online advertisement on its website). (b) For a period of eighteen (18) months from the Closing Date, Buyer shall not, and shall cause its controlled Affiliates (including, after the Closing, the Company Group), not to, directly or indirectly, solicit to hire as an employee or solicit to engage as a consultant or hire as an employee or engage as a consultant any employee of any member of the Seller Group with whom Buyer first comes in contact or who first becomes known to Buyer, in each case, in connection with the transactions contemplated by this Agreement and the Ancillary Agreements (any of the foregoing persons, a “Seller Restricted Employee”), or seek to induce or influence any such Seller Restricted Employee to leave his or her employment with the applicable member of the Seller Group; provided that neither Buyer nor any of its Affiliates shall be precluded from soliciting or hiring, or taking any other action with respect to, any Seller Restricted Employee (i) whose employment was terminated by the Seller Group at least six (6) months prior to commencement of any solicitation or inducement by Buyer or its Affiliates of such Seller Restricted Employee or (ii) who, prior to any solicitation or inducement by Buyer or its Affiliates, responds to a general or public solicitation not targeted at employees of the Seller Group (including by a search firm or pursuant to an online advertisement on its website). (c) Subject to Section 6.10(d), for a period of eighteen (18) months from the Closing Date, Parent and Seller shall not, and shall cause each other Restricted Party not to, directly or indirectly: (i) engage or operate a Restricted Business or (ii) sell or offer for sale a product or service that competes with the Transferred Assets. The Seller agrees that this covenant is necessary to protect the value of Purchaser’s make an equity investment in the Transferred Assets. (c) During the No Solicit Period, Seller shall not directly or indirectly, (i) aid or induce any customer, vendor, supplier, independent contractor or other business contact of the Seller or any Subsidiary to terminate a Transferred Contract or reduce the amount of business done relating to the Transferred Contract, or (ii) solicit or accept any work Person that is engaged or involved in competition with the Specified Business from any current customer under a Transferred ContractRestricted Business. (d) IfNotwithstanding anything to the contrary, none of the following actions shall constitute a breach of Section 6.10(c): (A) the purchase or ownership by the Restricted Parties, taken together, of a Person or business that derives less than twenty (20) percent of its total annual revenues from the Restricted Business, measured for the twelve (12) month period ended immediately prior to the date of such purchase, (B) the direct or indirect ownership by any Restricted Party of publicly traded interests in or securities of any Person engaged in the Restricted Business to the extent that such investment does not, directly or indirectly, confer on the Restricted Parties, taken together, more than five (5) percent of the voting power of such Person, (C) the investment in any judicial proceedingfund in which the Restricted Parties have no discretion with respect to the investment strategy of such fund, and (D) the ownership of any equity interests through any Benefit Plans of the Seller Group or the participation in transactions involving derivatives or other financially settled instruments, financial products or transactions, including swaps, options, futures or similar instruments. (e) If a court refuses to enforce or tribunal of competent jurisdiction determines that any of such separate covenants of term or provision contained in Section 7.3 (or any part thereof6.10(a), then Section 6.10(b), Section 6.10(d), or Section 6.10(d), as applicable, is invalid or unenforceable, the parties agree that the court or tribunal will have the power to reduce the scope, duration or geographic area of the term or provision, to delete specific words or phrases or to replace any invalid or unenforceable term or provision with a term of provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision; provided that any such unenforceable covenant (reduction, deletion or such part) replacement shall only be eliminated from this Agreement to the extent necessary to permit the remaining separate covenants (render such term or portions thereof) to be enforcedprovision valid and enforceable. (e) The Purchaser hereby agrees to duly and timely make any joint election or elections under the provisions of section 56.4 of the Tax Act, and in such form, as the Seller may reasonably request in respect of the restrictive covenants granted under to the Purchaser under this Agreement, provided that such elections are not materially prejudicial to the Purchaser and further provided that the Purchaser shall not be responsible for the filing of any such elections. The Seller shall confirm to the Purchaser within 10 days of the filing of any such election that the election has been filed, and shall provide the Purchaser with a copy of the election as filed with the applicable Governmental Body.

Non-Solicitation/Non-Compete. (a) Beginning on For a period of two years after the Closing Date Closing, Sellers will not, and ending on the fifth (5th) anniversary of the Closing Date (the “No Solicit Period”), Seller shall notwill cause their respective Affiliates not to, directly or indirectlyindirectly solicit or induce, without or attempt to solicit or induce, any employee of Buyers or their Affiliates to terminate his or her employment relationship with Buyers or their Affiliates (including the prior written consent Business Entities), or hire or enter into any arrangement for the services of Purchaserany such employee; provided, however, Sellers may (i) hire advertise for employees in newspapers, trade publications or other media not targeted specifically at any Key Employee one or more of the employees of Buyers or their Affiliates (including the Business Entities), (ii) encourage, induce, attempt to induce, recruit, solicit, attempt to solicit hire any employee of Buyers or their Affiliates whose employment has been terminated by Buyers or their Affiliates (on Sellers’ own behalf or on behalf of any other Personincluding the Business Entities), and (iii) hire an employee of Buyers or take any other action that is intended to induce or encourage any Continuing Employee to terminate such employee’s their Affiliates (including the Business Entities) who has applied for employment with Purchaser Sellers or a Subsidiary of Purchaser. Notwithstanding the foregoingtheir respective Affiliates, for purposes provided that such application was not solicited or induced in violation of this Agreement, the placement of general advertisements that may be targeted to a particular geographic or technical area but that are not specifically targeted toward the Continuing Employees shall not be deemed to be a breach of Section 7.3(a)(ii). The foregoing provisions shall not apply to any Continuing Employee whose employment is terminated by Purchaser or any Subsidiary of Purchaser5.17. (b) During For a period of one year after the No Solicit PeriodClosing, Seller shall Sellers will not, either and will cause their respective Affiliates not to, directly or indirectlyindirectly solicit any customers (other than any customers that are party to a Terminable Contract) of the Business Entities, or induce or attempt to induce any such customers (iother than any customers that are party to a Terminable Contract) engage or any suppliers to terminate, cancel, reduce or discontinue business with the Business Entities in relation to the Business; provided, that sales calls and sales activities in the ordinary course of business consistent with past practice with respect to products sold to customers of the Specified Business Entities by Sellers or their respective Affiliates (iiother than the Business Entities) sell prior to the Closing shall not be deemed a solicitation or offer an inducement or attempt at inducement hereunder, provided that such sales calls and activities do not involve attempts to induce purchases of products of Sellers or their Affiliates in substitution for sale a product or service that competes with the Transferred Assets. The Seller agrees that this covenant is necessary products currently sold by any Business Entity to protect the value of Purchaser’s investment in the Transferred Assetssuch customers. (c) During For a period of two years after the No Solicit PeriodClosing, Seller Sellers shall not directly or indirectly, (i) aid or induce any customer, vendor, supplier, independent contractor or other business contact of the Seller or any Subsidiary to terminate a Transferred Contract or reduce the amount of business done relating to the Transferred Contract, or (ii) solicit or accept any work that is in competition with the Specified Business from any current customer under a Transferred Contract. (d) If, in any judicial proceeding, a court refuses to enforce any of such separate covenants of Section 7.3 (or any part thereof), then such unenforceable covenant (or such part) shall be eliminated from this Agreement to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforced. (e) The Purchaser hereby agrees to duly and timely make any joint election or elections under the provisions of section 56.4 of the Tax Act, and in such form, as the Seller may reasonably request in respect of the restrictive covenants granted under to the Purchaser under this Agreement, provided that such elections are not materially prejudicial to the Purchaser and further provided that the Purchaser shall not be responsible for the filing of any such elections. The Seller shall confirm to the Purchaser within 10 days of the filing of any such election that the election has been filednot, and shall provide cause their respective Affiliates not to, advertise, market or sell any lead-acid battery separators utilizing cross-linked rubber anywhere in the Purchaser with a copy of the election as filed with the applicable Governmental Bodyworld.

Non-Solicitation/Non-Compete. (a) Beginning on For a period of two years after the Closing Date and ending on the fifth (5th) anniversary of the Closing Date (the “No Solicit Period”)Date, Seller shall notnot and shall use its reasonable efforts (provided that Seller shall not be required to incur more than an immaterial cost) to cause its Affiliates not to: (i) cause, solicit, induce or encourage any employees of Seller who are or become employees of Purchaser or its Affiliates to leave such employment or hire, employ or otherwise engage any such individual; (ii) cause, induce or encourage any material actual or prospective client, customer, supplier, or licensor of the Business, (including any existing or former customer of Seller and any Person that becomes a client or customer of the Business after the Closing) or any other Person who has a material business relationship with the Business, to terminate or change any such actual or prospective relationship in a manner which would be materially adverse to the Business; or (iii) conduct, participate or engage, directly or indirectly, without in any business (A) involving the prior written consent provision of Purchaserany Products and services currently provided by Seller in connection with the Business or (B) that is otherwise directly and substantially competitive with the Business anywhere in the world (a "Restricted Business"); provided, however, that (1) the restrictions contained in this Section 5.3 shall not restrict the acquisition by Seller, directly or indirectly, of less than 2% of the outstanding capital stock of any publicly traded company engaged in a Restricted Business, (i2) hire that Seller's subsidiary, CIVCO Medical Instruments Co., Inc., an Iowa corporation ("CIVCO"), shall not be prohibited from engaging in the provision of any Key Employee products or services currently provided by it in connection with its business, including without limitation, researching, designing, developing, manufacturing or selling products and services in the ultrasound and minimally invasive markets, (3) that clauses (ii) encourage, induce, attempt to induce, recruit, solicit, attempt to solicit and (on Sellers’ own behalf or on behalf of any other Person), or take any other action that is intended to induce or encourage any Continuing Employee to terminate such employee’s employment with Purchaser or a Subsidiary of Purchaser. Notwithstanding the foregoing, for purposes iii) of this Agreement, the placement of general advertisements that may be targeted to a particular geographic or technical area but that are not specifically targeted toward the Continuing Employees Section 5.3(a) shall not be deemed to be prohibit a breach purchaser of Section 7.3(a)(ii). The foregoing provisions Seller or CIVCO from engaging in the activities contemplated in (ii) and (iii) in any manner, including, but not limited to, engaging in such activities through Seller or CIVCO, and (4) that, notwithstanding the foregoing, such purchaser of Seller or CIVCO shall not apply be permitted to any Continuing Employee whose employment is terminated by Purchaser or any Subsidiary solicit with respect to the subject matter of Purchaseran existing Contract of the Business. (b) During The covenants and undertakings contained in this Section 5.3 relate to matters which are of a special, unique and extraordinary character and a violation of any of the No Solicit Periodterms of this Section 5.3 will cause irreparable injury to the parties, Seller shall notthe amount of which will be impossible to estimate or determine and which cannot be adequately compensated. Therefore, either directly Purchaser will be entitled to an injunction, restraining order or indirectly, (i) engage other equitable relief from any court of competent jurisdiction in the business event of any breach of this Section 5.3. The rights and remedies provided by this Section 5.3 are cumulative and in addition to any other rights and remedies which Purchaser may have hereunder or at law or in equity. In the event that Purchaser were to seek damages for any breach of this Section 5.3, the portion of the Specified Business consideration delivered to Seller hereunder which is attributed by the parties to the foregoing covenant shall not be considered a measure of or (ii) sell or offer for sale a product or service that competes with the Transferred Assets. The Seller agrees that this covenant is necessary to protect the value of Purchaser’s investment in the Transferred Assetslimit on such damages. (c) During the No Solicit PeriodThe parties hereto agree that, Seller shall not directly if any court of competent jurisdiction in a final nonappealable judgment determines that a specified time period, a specified geographical area, a specified business limitation or indirectlyany other relevant feature of this Section 5.3 is unreasonable, (i) aid arbitrary or induce any customeragainst public policy, vendorthen a lesser time period, suppliergeographical area, independent contractor business limitation or other business contact of the Seller or any Subsidiary to terminate a Transferred Contract or reduce the amount of business done relating to the Transferred Contract, or (ii) solicit or accept any work that relevant feature which is in competition with the Specified Business from any current customer under a Transferred Contract. (d) If, in any judicial proceeding, a court refuses to enforce any of such separate covenants of Section 7.3 (or any part thereof), then such unenforceable covenant (or such part) shall be eliminated from this Agreement to the extent necessary to permit the remaining separate covenants (or portions thereof) determined to be enforced. (e) The Purchaser hereby agrees to duly reasonable, not arbitrary and timely make any joint election or elections under the provisions of section 56.4 of the Tax Act, and in such form, as the Seller not against public policy may reasonably request in respect of the restrictive covenants granted under to the Purchaser under this Agreement, provided that such elections are not materially prejudicial to the Purchaser and further provided that the Purchaser shall not be responsible for the filing of any such elections. The Seller shall confirm to the Purchaser within 10 days of the filing of any such election that the election has been filed, and shall provide the Purchaser with a copy of the election as filed with enforced against the applicable Governmental Bodyparty.

Non-Solicitation/Non-Compete. (a) Beginning on For a period of two years after the Closing Date and ending on the fifth (5th) anniversary of the Closing Date (the “No Solicit Period”)Date, Seller shall notnot and shall use its reasonable efforts (provided that Seller shall not be required to incur more than an immaterial cost) to cause its Affiliates not to: (i) cause, solicit, induce or encourage any employees of Seller who are or become employees of Purchaser or its Affiliates to leave such employment or hire, employ or otherwise engage any such individual; (ii) cause, induce or encourage any material actual or prospective client, customer, supplier, or licensor of the Business, (including any existing or former customer of Seller and any Person that becomes a client or customer of the Business after the Closing) or any other Person who has a material business relationship with the Business, to terminate or change any such actual or prospective relationship in a manner which would be materially adverse to the Business; or (iii) conduct, participate or engage, directly or indirectly, without in any business (A) involving the prior written consent provision of Purchaserany Products and services currently provided by Seller in connection with the Business or (B) that is otherwise directly and substantially competitive with the Business anywhere in the world (a “Restricted Business”); provided, however, that (1) the restrictions contained in this Section 5.3 shall not restrict the acquisition by Seller, directly or indirectly, of less than 2% of the outstanding capital stock of any publicly traded company engaged in a Restricted Business, (i2) hire that Seller’s subsidiary, CIVCO Medical Instruments Co., Inc., an Iowa corporation (“CIVCO”), shall not be prohibited from engaging in the provision of any Key Employee products or services currently provided by it in connection with its business, including without limitation, researching, designing, developing, manufacturing or selling products and services in the ultrasound and minimally invasive markets, (3) that clauses (ii) encourage, induce, attempt to induce, recruit, solicit, attempt to solicit and (on Sellers’ own behalf or on behalf of any other Person), or take any other action that is intended to induce or encourage any Continuing Employee to terminate such employee’s employment with Purchaser or a Subsidiary of Purchaser. Notwithstanding the foregoing, for purposes iii) of this Agreement, the placement of general advertisements that may be targeted to a particular geographic or technical area but that are not specifically targeted toward the Continuing Employees Section 5.3(a) shall not be deemed to be prohibit a breach purchaser of Section 7.3(a)(ii). The foregoing provisions Seller or CIVCO from engaging in the activities contemplated in (ii) and (iii) in any manner, including, but not limited to, engaging in such activities through Seller or CIVCO, and (4) that, notwithstanding the foregoing, such purchaser of Seller or CIVCO shall not apply be permitted to any Continuing Employee whose employment is terminated by Purchaser or any Subsidiary solicit with respect to the subject matter of Purchaseran existing Contract of the Business. (b) During The covenants and undertakings contained in this Section 5.3 relate to matters which are of a special, unique and extraordinary character and a violation of any of the No Solicit Periodterms of this Section 5.3 will cause irreparable injury to the parties, Seller shall notthe amount of which will be impossible to estimate or determine and which cannot be adequately compensated. Therefore, either directly Purchaser will be entitled to an injunction, restraining order or indirectly, (i) engage other equitable relief from any court of competent jurisdiction in the business event of any breach of this Section 5.3. The rights and remedies provided by this Section 5.3 are cumulative and in addition to any other rights and remedies which Purchaser may have hereunder or at law or in equity. In the event that Purchaser were to seek damages for any breach of this Section 5.3, the portion of the Specified Business consideration delivered to Seller hereunder which is attributed by the parties to the foregoing covenant shall not be considered a measure of or (ii) sell or offer for sale a product or service that competes with the Transferred Assets. The Seller agrees that this covenant is necessary to protect the value of Purchaser’s investment in the Transferred Assetslimit on such damages. (c) During the No Solicit PeriodThe parties hereto agree that, Seller shall not directly if any court of competent jurisdiction in a final nonappealable judgment determines that a specified time period, a specified geographical area, a specified business limitation or indirectlyany other relevant feature of this Section 5.3 is unreasonable, (i) aid arbitrary or induce any customeragainst public policy, vendorthen a lesser time period, suppliergeographical area, independent contractor business limitation or other business contact of the Seller or any Subsidiary to terminate a Transferred Contract or reduce the amount of business done relating to the Transferred Contract, or (ii) solicit or accept any work that relevant feature which is in competition with the Specified Business from any current customer under a Transferred Contract. (d) If, in any judicial proceeding, a court refuses to enforce any of such separate covenants of Section 7.3 (or any part thereof), then such unenforceable covenant (or such part) shall be eliminated from this Agreement to the extent necessary to permit the remaining separate covenants (or portions thereof) determined to be enforced. (e) The Purchaser hereby agrees to duly reasonable, not arbitrary and timely make any joint election or elections under the provisions of section 56.4 of the Tax Act, and in such form, as the Seller not against public policy may reasonably request in respect of the restrictive covenants granted under to the Purchaser under this Agreement, provided that such elections are not materially prejudicial to the Purchaser and further provided that the Purchaser shall not be responsible for the filing of any such elections. The Seller shall confirm to the Purchaser within 10 days of the filing of any such election that the election has been filed, and shall provide the Purchaser with a copy of the election as filed with enforced against the applicable Governmental Bodyparty.