Full Time Commitment; Non-Competition Sample Clauses

Full Time Commitment; Non-Competition. (a) The Issuer Shareholders jointly and severally undertake with PAG that, except with the prior written consent of PAG: (i) the Senior Managers will manage the affairs of the Group on a full time basis and be fully devoted to developing and operating the business of the Group and will not pursue any other business or investment interests; (ii) none of the Issuer Shareholders will engage in any activity (whether through the holding of any Equity Securities in any Person or the providing of commercial or professional advice to any Person or otherwise, and whether with or without compensation of any form) which, directly or indirectly, competes with the business of any Group Member, provided that this shall not prohibit (x) the holding (directly or through nominees) of Equity Securities listed on any stock exchange solely for investment purposes as long as not more than two (2%) of the issued shares or stock of any class of the relevant company shall be so held, or (y) any holding of Equity Securities in Bidco and, after the Rollover Transactions, in the Issuer; (iii) none of the Issuer Shareholders will solicit for himself or any entity other than a Group Member the business or a customer or client of any Group Member; or (iv) none of the Issuer Shareholders will persuade, solicit or encourage any employee of any Group Member to leave such Group Member’s employ or employ or offer to employ any such Person. (b) Notwithstanding any other provision of this Agreement, the restrictions set forth in Sections 5.10(a)(ii) through (iv) shall continue in force with respect to each Issuer Shareholder for a period of two (2) years after such Issuer Shareholder ceases to be a direct or indirect Shareholder. (c) The Parties agree that having regard to all the circumstances, the restrictive covenants contained in Section 5.10 are reasonable and necessary for the protection of the Company and PAG, and further agree that having regard to those circumstances those covenants are not excessive or unduly onerous upon the Issuer Shareholders. However, it is recognized that restrictions of such nature may fail for technical reasons currently unforeseen and accordingly it is hereby agreed and declared that if any of such restrictions shall be adjudged to be void as going beyond what is reasonable in all the circumstances for the protection of the Company or PAG, but would be valid if part of the wording thereof were deleted or the periods thereof reduced or the range of activities...