Restriction. Without the prior written consent of Landlord, Tenant shall not, either voluntarily or by operation of law, assign, encumber, or otherwise transfer this Lease or any interest herein, or sublet the Premises or any part thereof, or permit the Premises to be occupied by anyone other than Tenant or Tenant's employees (any such assignment, encumbrance, subletting, occupation or transfer is hereinafter referred to as a "Transfer"). For purposes of this Lease, the term "Transfer" shall also include (a) if Tenant is a partnership, the withdrawal or change, voluntary, involuntary or by operation of law, of a majority of the partners, or a transfer of a majority of partnership interests, within a twelve month period, or the dissolution of the partnership, (b) if Tenant is a closely held corporation (i.e. whose stock is not publicly held and not traded through an exchange or over the counter) or a limited liability company, the dissolution, merger, consolidation, division, liquidation or other reorganization of Tenant, or within a twelve month period: (i) the sale or other transfer of more than an aggregate of 50% of the voting securities of Tenant (other than to immediate family members by reason of gift or death) or (ii) the sale, mortgage, hypothecation or pledge of more than an aggregate of 50% of Tenant's net assets, and (c) any change by Tenant in the form of its legal organization under applicable state law (such as, for example, a change from a general partnership to a limited partnership or from a corporation to a limited liability company). An assignment, subletting or other action in violation of the foregoing shall be void and, at Landlord's option, shall constitute a material breach of this Lease.
Restriction. Each Subject Party hereby agrees that during the period from the Closing until the later of (i) the four (4) year anniversary of the Closing Date and (ii) the date on which the Subject Parties, their respective Affiliates or any of their respective officers, directors or employees are no longer directors, officers, managers or employees of the Company or any of its Subsidiaries (the later of such date in this clause (ii) or the Closing Date, the “Termination Date”, and such period from the Closing until the later of clauses (i) and (ii), the “Restricted Period”), such Subject Party will not, and will cause its Affiliates not to, without the prior written consent of Parent (which may be withheld in its sole discretion), anywhere in North America and/or the Peoples’ Republic of China (the “Territory”), directly or indirectly engage in the Business (other than through a Covered Party) or own, manage, finance or control, or participate in the ownership, management, financing or control of, or become engaged or serve as an officer, director, member, partner, employee, agent, consultant, advisor or representative of, a business or entity (other than a Covered Party) that engages in the Business (a “Competitor”). Notwithstanding the foregoing, (i) the Subject Parties and their respective Affiliates may own passive portfolio company investments in a Competitor, so long as the Subject Parties and their Affiliates and their respective shareholders, directors, officer, managers and employees who were involved with the business of the Company and its Subsidiaries are not involved in the management or control of such Competitor (“Permitted Ownership”), and (ii) for the avoidance of doubt, certain family members and associates of the Subject Parties as set forth on Exhibit 1 hereto may continue to manage the businesses set forth next to their respective names on Exhibit 1 hereto consistent with past practice prior to the date hereof, even if such businesses are Competitors, so long as the Subject Parties are not involved in the management or control of such Competitors.
Restriction. In geographic areas within the Service Area in which Sprint PCS or any of its Related Parties owns an incumbent local exchange carrier as of the date of this agreement, Manager must not offer any Sprint PCS Products or Services specifically designed for the competitive local exchange market ("fixed wireless local loop"), except that:
Restriction. Each Subject Party agrees that from the date of the consummation of the Transactions (the “Closing Date”) until the four (4) year anniversary of the Closing Date (such period, the “Restricted Period”), such Subject Party will not, without the prior written consent of Pubco (which may be withheld in its sole discretion), anywhere in the United States or elsewhere in the world, directly or indirectly, engage in the Business (other than, with respect to Gulbin, through the Covered Parties) or own, manage, finance or control, or become engaged or serve as an officer, director, employee, member, partner, agent, consultant, advisor or representative of, an entity (other than a Covered Party) that engages in the Business (a “Competitor”); provided, however, that such Subject Party may own, as a passive investment, equity interests of any Competitor if (A) such equity interests are listed on a national securities exchange in the United States; and (B) such Subject Party, together with any of such Subject Party’s Affiliates, owns beneficially (directly or indirectly) less than three percent (3%) of the total issued and outstanding equity interests of such entity.