(III) A
PERSON EXPRESSLY AUTHORIZED BY THE COMPANY TO RECEIVE DISCLOSURE OF SUCH
KNOWLEDGE OR INFORMATION.
(C)
THE COMPANY EXPRESSLY ACKNOWLEDGES AND
AGREES THAT THE TERM "CONFIDENTIAL INFORMATION" EXCLUDES INFORMATION WHICH IS
(A) IN THE PUBLIC DOMAIN OR OTHERWISE GENERALLY KNOWN TO THE TRADE; (B)
DISCLOSED TO THIRD PARTIES OTHER THAN BY REASON OF THE STOCKHOLDER'S BREACH OF
HIS CONFIDENTIALITY OBLIGATION HEREUNDER; (C) LEARNED OF BY THE STOCKHOLDER
SUBSEQUENT TO THE CLOSING DATE FROM ANY OTHER PARTY NOT THEN UNDER AN OBLIGATION
OF CONFIDENTIALITY TO THE COMPANY OR ITS AFFILIATES; OR (D) SOLELY RELATED TO
ANY PORTION OF THE EXCLUDED BUSINESS.
2.
RESTRICTIVE COVENANTS.
THE STOCKHOLDER
AGREES THAT FOR A PERIOD OF (X) FIVE YEARS AFTER THE EFFECTIVE DATE WITH RESPECT
TO SUBPARAGRAPHS (A), (B), AND (D) AND (Y) THREE YEARS AFTER THE EFFECTIVE DATE
(WITH RESPECT TO SUBPARAGRAPHS (C)), IT WILL NOT, AND IT SHALL CAUSE ITS
AFFILIATES NOT TO, EITHER ALONE OR IN CONJUNCTION WITH ANY OTHER PERSON,
DIRECTLY OR INDIRECTLY:
(A)
OWN, MANAGE, OPERATE, PROVIDE FINANCING TO,
OR JOIN, CONTROL OR PARTICIPATE IN THE OWNERSHIP, MANAGEMENT, OPERATION OR
CONTROL OF, OR PROVISION OF FINANCING TO, ANY BUSINESS WHEREVER LOCATED (WHETHER
IN CORPORATE, PROPRIETORSHIP OR PARTNERSHIP FORM OR OTHERWISE), IF SUCH BUSINESS
IS COMPETITIVE WITH THE
2
BUSINESS AS CURRENTLY CONDUCTED OR AS IT HAS BEEN CONDUCTED DURING THE TWELVE
(12) MONTH PERIOD PRIOR TO THE EFFECTIVE DATE;
(B)
FOR THE DIRECT OR INDIRECT BENEFIT OF ANY
PERSON ENGAGED IN THE BUSINESS OF MANUFACTURING OR SELLING PRODUCTS WHICH ARE
COMPETITIVE WITH THE PRODUCTS MANUFACTURED OR DISTRIBUTED ON THE DATE HEREOF BY
THE BUSINESS (A "COMPETITOR"), SEEK TO PROCURE ORDERS FROM, OR DO BUSINESS WITH,
OR PROCURE DIRECTLY OR INDIRECTLY WITH ANY OTHER PERSON, OR PROCURE ORDERS FROM
OR DO BUSINESS WITH, ANY PERSON WHO OR WHICH HAS BEEN A CUSTOMER OF THE BUSINESS
AT ANY TIME DURING THE PERIOD OF TWELVE (12) MONTHS PRIOR TO THE EFFECTIVE DATE;
(C)
FOR THE DIRECT OR INDIRECT BENEFIT OF ANY
COMPETITOR, ENGAGE, EMPLOY, SOLICIT OR CONTACT WITH A VIEW TO THE ENGAGEMENT OR
EMPLOYMENT BY ANY PERSON, ANY PERSON WHO HAS BEEN AN EMPLOYEE, OFFICER OR
MANAGER OF SELLER IN THE TWELVE (12) MONTHS PRIOR TO THE EFFECTIVE DATE, IN ANY
CASE IF THE EMPLOYEE, OFFICER OR MANAGER EITHER WAS, AS A PART OF HIS OR HER
DUTIES, PRIVY TO CONFIDENTIAL INFORMATION OR KNOW-HOW OR WOULD BE IN A POSITION
TO EXPLOIT THE TRADE CONNECTIONS OF THE BUSINESS; PROVIDED, HOWEVER, THAT THE
STOCKHOLDER MAY SOLICIT AND/OR EMPLOY ANY EMPLOYEE WHO IS PRIMARILY INVOLVED IN
THE MYERS PEDESTAL BUSINESS; OR
(D)
SEEK TO CONTRACT OR INTERFERE WITH OR
OTHERWISE ENGAGE IN SUCH A WAY AS TO ADVERSELY AFFECT THE BUSINESS AS OPERATED
ON THE DATE OF THIS AGREEMENT ANY PERSON WHO OR WHICH IS A PARTY TO A
CONTRACTUAL OBLIGATION WITH THE BUSINESS, OR HAS OTHERWISE BEEN ENGAGED TO
MANUFACTURE, ASSEMBLE, SUPPLY OR DELIVER PRODUCTS, GOODS, MATERIALS OR SERVICES
TO THE BUSINESS, AT ANY TIME DURING THE PERIOD OF TWELVE (12)