Covenant of the Investors. Each Investor agrees that he, she or it will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any Confidential Information (as hereinafter defined), unless such Confidential Information: (a) is known or becomes known to the public in general (other than as a result of a breach of this Section 11 by such Investor), (b) is or has been independently developed or conceived by the Investor without use of Confidential Information, or (c) is or has been made known or disclosed to the Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that any Investor may disclose Confidential Information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any Affiliate, partner, member, stockholder, or wholly owned subsidiary of such Investor in the ordinary course of business, provided that such Investor informs such person that such information is confidential and directs such person to maintain the confidentiality of such information; or (iii) as may otherwise be required by law, by order of a court of competent jurisdiction, or as necessary to enforce its rights under this Agreement, provided that the Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure.
Covenant of the Investors. Prior to the earliest to ------------------------- occur of (i) the termination of this Agreement, (ii) the Effective Date or (iii) the Effectiveness Deadline, each Investor shall not, and shall cause its Trading Affiliates not to, engage, directly or indirectly, in a Prohibited Transaction. Such Investor acknowledges that the covenant contained in this Section 7.9 is being made for the benefit of the Investors as well as the Company and that each of the other Investors shall have an independent right to assert any claims against such Investor arising out of any breach or violation of the provisions of this Section 7.9.
Covenant of the Investors. 7.1 Restrictions on Short Sales and Hedging Transactions. From the date thirty (30) days prior to the date hereof until the earlier of the Subsequent Closing Date or the Termination Date, the Investor covenants, severally and not jointly, that neither the Investor nor its agents, representatives or affiliates shall, in any manner whatsoever, (a) effect, directly or indirectly, any "short sales" (as defined in Rule 3b-3 of the Exchange Act) of Common Stock or any securities convertible, exercisable or exchangeable, directly or indirectly and with or without consideration, into any Common Stock ("Convertible Securities") or (b) engage in any sale, exchange, transfer, distribution, redemption or other transactions or use any puts, calls or other derivatives directly involving any Common Stock or Convertible Securities to reduce in any way Investor's risk of ownership of the Securities. The Investor represents that it has complied and will comply with this Section 7.1 for the 30 days preceding the date hereof through the Closing Date.
Covenant of the Investors. The Investors agree that, prior to the earlier of (i) the consummation of a Qualified Public Offering or (ii) August 20, 2003, they or their Permitted Transferees will not transfer any of their shares to a Direct Competitor (as defined below) of the Company. For purposes of this Section 4, the term Direct Competitor shall mean a person engaged in information technology consulting or services in the same geographic areas as the Company and which provides services that are competitive with those of the Company. Nothing in this Section 4 shall prohibit transfers by any Investor to a Permitted Transferee.
Covenant of the Investors
