Common use of Restriction Clause in Contracts

Restriction. The Subject Party hereby agrees that during the period from the Closing until the two (2) year anniversary of the Closing Date (such period, the “Restricted Period”) the Subject Party will not, and will cause his, her or its Affiliates (other than Pubco and its subsidiaries) not to, without the prior written consent of Pubco, anywhere in North America or in any other markets in which the Company and its subsidiaries are engaged in the Business as of the Closing Date or during the Restricted Period (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 in the Territory (a “Competitor”). Notwithstanding the foregoing, the Subject Party and his, her or its Affiliates may own passive investments of no more than two percent (2%) beneficial ownership of any class of outstanding equity interests in a Competitor that is publicly traded, so long as the Subject Party and his, her or its Affiliates and immediate family members are not involved in the management or control of such Competitor.

Restriction. The Subject Party hereby agrees that during the period from the Closing until the two three (23) year anniversary of the Closing Date (such period, the “Restricted Period”) ), the Subject Party will not, and will cause his, her or its Affiliates (other than Pubco and its subsidiaries) not to, without the prior written consent of PubcoPubco (which may be withheld in its sole discretion), anywhere in North America the Cayman Islands, the British Virgin Islands, Hong Kong, Singapore, and People’s Republic of China or in any other markets in which the Company and its subsidiaries Covered Parties are engaged in the Business as of the Closing Date or during the Restricted Period (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 in the Territory (a “Competitor”). Notwithstanding the foregoing, the Subject Party and his, her or its Affiliates may own passive investments of no more than two three percent (23%) beneficial ownership of any class of the total issued and outstanding equity interests in of a Competitor that is publicly traded, so long as the Subject Party and his, her or its Affiliates and immediate family members are not directly or indirectly involved in the management or control of such CompetitorCompetitor (“Permitted Ownership”).

Restriction. The Subject Party hereby agrees that during the period from the Closing until the two (2) year anniversary of the Closing Date (such period, the “Restricted Period”) the Subject Party will not, and will cause his, her or its Affiliates (other than Pubco and its subsidiaries) not to, directly or indirectly, without the prior written consent of Pubcothe Parent (which may be withheld in its sole discretion), anywhere in North America the United States or in any other markets in which the Company and its subsidiaries Covered Parties are engaged engaged, or are actively contemplating to become engaged, in the Business as of the Closing Date or during the Restricted Period (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, contractor, advisor or representative of, a business or entity (other than a Covered Party) that engages in the Business in the Territory (a “Competitor”). Notwithstanding the foregoing, the Subject Party and his, her or its Affiliates may own passive investments of no more than two percent (2%) beneficial ownership of any class of outstanding equity interests in a Competitor that is publicly tradedCompetitor, so long as the Subject Party and his, her or its Affiliates and immediate family members are not involved in the management or control of such CompetitorCompetitor (“Permitted Ownership”).

Restriction. The Subject Party hereby agrees that during the period from the Closing until the two (2) year eighteen months anniversary of the Closing Date (such period, the “Restricted Period”) the Subject Party will not, and will cause his, her or its Affiliates (other than Pubco and its subsidiaries) not to, without the prior written consent of Pubco, anywhere in North America America, People’s Republic of China or in any other markets in which the Company and its subsidiaries are engaged in the Business as of the Closing Date or during the Restricted Period (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 in the Territory (a “Competitor”). Notwithstanding the foregoing, the Subject Party and his, her or its Affiliates may own passive investments of no more than two percent (2%) beneficial ownership of any class of outstanding equity interests in a Competitor that is publicly traded, so long as the Subject Party and his, her or its Affiliates and immediate family members are not involved in the management or control of such Competitor.

Restriction. The Subject Party hereby agrees that during the period from the Closing until the two (2) year anniversary of the Closing Date (such period, the “Restricted Period”) the Subject Party will not, and will cause his, her or its Affiliates (other than Pubco and its subsidiaries) not to, directly or indirectly, without the prior written consent of Pubcothe Purchaser (which may be withheld in its sole discretion), anywhere in North America the United States or in any other markets in which the Company and its subsidiaries Covered Parties are engaged engaged, or are actively contemplating to become engaged, in the Business as of the Closing Date or during the Restricted Period (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, contractor, advisor or representative of, a business or entity (other than a Covered Party) that engages in the Business in the Territory (a “Competitor”). Notwithstanding the foregoing, the Subject Party and his, her or its Affiliates may own passive investments of no more than two percent (2%) beneficial ownership of any class of outstanding equity interests in a Competitor that is publicly tradedCompetitor, so long as the Subject Party and his, her or its Affiliates and immediate family members are not involved in the management or control of such CompetitorCompetitor (“Permitted Ownership”).

Restriction. The Subject Party hereby agrees that during the period from the Closing until the two (2) year anniversary of the Closing Date (such period, the “Restricted Period”) the Subject Party will not, and will cause his, her or its Affiliates (other than Pubco and its subsidiaries) not to, directly or indirectly, without the prior written consent of Pubcothe Purchaser (which may be withheld in its sole discretion), anywhere in North America the United States or in any other markets in which the Company and its subsidiaries Covered Parties are engaged currently engaged, or are actively contemplating to become engaged, in the Business as of the Closing Date or during the Restricted Period (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, contractor, advisor or representative of, a business or entity (other than a Covered Party) that engages in the Business in the Territory (a “Competitor”). Notwithstanding the foregoing, the Subject Party and his, her or its Affiliates may own passive investments of no more than two percent (2%) beneficial ownership of any class of outstanding equity interests in a Competitor that is publicly tradedCompetitor, so long as the Subject Party and his, her or its Affiliates and immediate family members are not involved in the management or control of such CompetitorCompetitor (“Permitted Ownership”).

Restriction. The Subject Party hereby agrees that during the period from the Closing until the two (2) year anniversary of the Closing Date (such period, the “Restricted Period”) the Subject Party will not, and will cause his, her or its Affiliates (other than Pubco and its subsidiaries) not to, directly or indirectly, without the prior written consent of Pubcothe Parent (which may be withheld in its sole discretion), anywhere in North America or in any other markets in which the Company and its subsidiaries are engaged in United States where the Covered Parties operate the Business as of the Closing Date or during the Restricted Period (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, contractor, advisor or representative of, a business or entity (other than a Covered Party) that engages in the Business in the Territory (a “Competitor”). Notwithstanding the foregoing, the Subject Party and his, her or its Affiliates may own passive investments of no more than two percent (2%) beneficial ownership of any class of outstanding equity interests in a Competitor that is publicly tradedCompetitor, so long as the Subject Party and his, her or its Affiliates and immediate family members are not involved in the management or control of such CompetitorCompetitor (“Permitted Ownership”).

Restriction. The Subject Party hereby agrees that during the period from the Closing until the two (2) year anniversary of the Closing Date (such period, the “Restricted Period”) ), the Subject Party will not, and will cause his, her or its Affiliates (other than Pubco and its subsidiaries) not to, without the prior written consent of PubcoPurchaser (which may be withheld in its sole discretion), anywhere in North America the United States or in any other markets in which the Company and its subsidiaries Covered Parties are engaged engaged, or are actively contemplating to become engaged, in the Business as of the Closing Date or during the Restricted Period (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 in the Territory (a “Competitor”). Notwithstanding the foregoing, the Subject Party and his, her or its Affiliates may own passive investments of no more than two percent (2%) beneficial ownership of any class of outstanding equity interests in a Competitor that is publicly traded, so long as the Subject Party and his, her or its Affiliates and immediate family members are not involved in the management or control of such CompetitorCompetitor (“Permitted Ownership”).

Restriction. The Subject Party hereby agrees that during the period from the Closing until the two three (23) year anniversary of the Closing Date (such period, the “Restricted Period”) the Subject Party will not, and will cause his, her or its Affiliates (other than Pubco and its subsidiaries) not to, without the prior written consent of Pubco, anywhere in North America or in any other markets in which the Company and its subsidiaries are engaged in the Business as of the Closing Date or during the Restricted Period (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 in the Territory (a “Competitor”). Notwithstanding the foregoing, the Subject Party and his, her or its Affiliates may own passive investments of no more than two percent (2%) beneficial ownership of any class of outstanding equity interests in a Competitor that is publicly traded, so long as the Subject Party and his, her or its Affiliates and immediate family members are not involved in the management or control of such Competitor.

Restriction. The Subject Party hereby agrees that during the period from the Closing until the two three (23) year anniversary of the Closing Date (such period, the “Restricted Period”) the Subject Party will not, and will cause his, her or its Affiliates (other than Pubco and its subsidiaries) not to, without the prior written consent of Pubcothe Purchaser (which may be withheld in its sole discretion), anywhere in North America the United States or in any other markets markets, countries or territories in which the Company and its subsidiaries Covered Parties are engaged engaged, or are actively contemplating to become engaged, in the Business as of the Closing Date or during the Restricted Period (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, contractor, advisor or representative of, a business or entity (other than a Covered Party) that engages in the Business in the Territory (a “Competitor”). Notwithstanding the foregoing, the Subject Party and his, her or its Affiliates may own passive investments of no more than two percent (2%) beneficial ownership of any class of outstanding equity interests in a Competitor that is publicly traded, so long as the Subject Party and his, her or its Affiliates and immediate family members are not involved in the management or control of such CompetitorCompetitor (“Permitted Ownership”). 1 Non-compete agreements to be signed by certain Company Stockholders and management personnel. 2 To include a reference to securities held by management personnel, if a major stockholder.

Restriction. The Subject Party hereby agrees that during the period from the Closing until the two three (23rd) year anniversary of the Closing Date (such period, the “Restricted Period”) ), the Subject Party will not, and will cause his, his or her or its Affiliates (other than Pubco and its subsidiaries) not to, without the prior written consent of PubcoPubco (which may be withheld in its sole discretion), anywhere in North America or in any other markets in which the Company and its subsidiaries are engaged in the Business as of the Closing Date or world during the Restricted Period (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 in the Territory (a “Competitor”). Notwithstanding the foregoing, the Subject Party and his, her or its Affiliates may own passive investments of no more than two percent (2%) beneficial ownership of any class of outstanding equity interests in a Competitor that is publicly traded, so long as the Subject Party and his, her or its Affiliates and immediate family members are not directly or indirectly involved in the management or control of such CompetitorCompetitor (“Permitted Ownership”).

Restriction. The Subject Party Parties hereby agrees agree that during the period from the Closing until the two three (23) year anniversary of the Closing Date (such period, the “Restricted Period”) ), the Subject Party Parties will not, and will cause his, her or its their respective Affiliates (other than Pubco and its subsidiaries) not to, without the prior written consent of PubcoPurchaser (which may be withheld in its sole discretion), anywhere in North America the PRC or in any other markets in which the Company and its subsidiaries Covered Parties are engaged engaged, or are actively contemplating to become engaged, in the Business as of the Closing Date or during the Restricted Period (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 in the Territory (a “Competitor”). Notwithstanding the foregoing, the Subject Party Parties and his, her or its their respective Affiliates may own passive investments of no more than two three percent (23%) beneficial ownership of any class of outstanding equity interests in a Competitor that is publicly traded, so long as the Subject Party Parties and histheir Affiliates and their respective directors, her officers, managers and employees who were involved with the business of the Company or its Affiliates Subsidiaries, and the immediate family members of the Subject Parties or their respective Affiliates, are not involved in the management or control of such CompetitorCompetitor (“Permitted Ownership”).

Restriction. The Subject Party hereby agrees that during the period from the Closing until the two (2) year anniversary of the Closing Date (such period, the “Restricted Period”) the Subject Party will not, and will cause his, her or its Affiliates (other than Pubco and its subsidiaries) not to, without the prior written consent of Pubcothe Purchaser (which may be withheld in its sole discretion), anywhere in North America the United States or in any other markets in which the Company and its subsidiaries Covered Parties are engaged engaged, or are actively contemplating to become engaged, in the Business as of the Closing Date or during the Restricted Period (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 in the Territory (a “Competitor”). Notwithstanding the foregoing, the Subject Party and his, her or its Affiliates may own passive investments of no more than two percent (2%) beneficial ownership of any class of outstanding equity interests in a Competitor that is publicly traded, so long as the Subject Party and his, her or its Affiliates and immediate family members are not involved in the management or control of such CompetitorCompetitor (“Permitted Ownership”).

Restriction. The Subject Party hereby agrees that during the period from the Closing until the two one (21) year anniversary of the Closing Date (such period, the “Restricted Period”) ), the Subject Party will not, and will cause his, her or its Affiliates (other than Pubco and its subsidiaries) not to, without the prior written consent of PubcoPurchaser (which may be withheld in its sole discretion), anywhere in North America the PRC or in any other markets in which the Company and its subsidiaries Covered Parties are engaged engaged, in the Business as of the Closing Date or during the Restricted Period (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 in the Territory (a “Competitor”). Notwithstanding the foregoing, the Subject Party and his, her or its Affiliates may (1) own passive investments of no more than two five percent (25%) beneficial ownership of any class of outstanding equity interests in a Competitor that is publicly traded, so long as the Subject Party and hishis Affiliates and their respective directors, her officers, managers and employees who were involved with the business of the Company or its Affiliates and immediate family members Subsidiaries are not involved in the management or control of such CompetitorCompetitor (“Permitted Ownership”) and (2) may directly or indirectly engage in the Business as set forth on Exhibit A (“Permitted Activities”).

Restriction. The Subject Party hereby agrees that during the period from the Closing until the two three (23) year anniversary of the Closing Date (such period, the “Restricted Period”) the Subject Party will not, and will cause his, her or its Affiliates (other than Pubco and its subsidiaries) not to, without the prior written consent of Pubcothe Purchaser (which may be withheld in its sole discretion), anywhere in North America United States, its territories, and its overseas military and diplomatic installations, or in any other markets in which the Company and its subsidiaries are engaged in the Business as of the Closing Date or during the Restricted Period (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, contactor, advisor or representative of, a business or entity (other than a Covered Party) that engages in the Business in the Territory (a “Competitor”). Notwithstanding the foregoing, the Subject Party and his, her or its Affiliates may own passive investments of no more than two percent (2%) beneficial ownership of any class of outstanding equity interests in a Competitor that is publicly traded, so long as the Subject Party and his, her or its Affiliates and immediate family members are not involved in the management or control of such CompetitorCompetitor (“Permitted Ownership”).

Restriction. The Subject Party hereby agrees that during the period from the Closing until the two three (23) year anniversary of the Closing Date (such period, the “Restricted Period”) the Subject Party will not, and will cause his, her or its Affiliates (other than Pubco and its subsidiaries) not to, without the prior written consent of Pubcothe Purchaser (which may be withheld in its sole discretion), anywhere in North America or the European Union (including Greece) or in any other markets in which the Company and its subsidiaries Covered Parties are engaged engaged, or are actively contemplating to become engaged, in the Business as of the Closing Date or during the Restricted Period (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 in the Territory (a “Competitor”). Notwithstanding the foregoing, the Subject Party and his, her or its Affiliates may own passive investments of no more than two percent (2%) beneficial ownership of any class of outstanding equity interests in a Competitor that is publicly traded, so long as the Subject Party and his, her or its Affiliates and immediate family members are not involved in the management or control of such CompetitorCompetitor (“Permitted Ownership”).

Restriction. The Subject Party hereby agrees that during the period from the Closing until the two three (23) year anniversary of the Closing Date (such period, the “Restricted Period”) the Subject Party will not, and will cause his, his or her or its Affiliates (other than Pubco and its subsidiaries) not to, without the prior written consent of Pubcothe Purchaser (which may be withheld in its sole discretion), anywhere in North America America, Europe or India or in any other markets in which the Company and its subsidiaries Covered Parties are engaged engaged, or are actively contemplating to become engaged, in the Business as of the Closing Date or during the Restricted Period (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 in the Territory (a “Competitor”). Notwithstanding the foregoing, the Subject Party and his, his or her or its Affiliates may own passive investments of no more than two percent (2%) beneficial ownership of any class of outstanding equity interests in a Competitor that is publicly traded, so long as the Subject Party and his, his or her or its Affiliates and immediate family members are not involved in the management or control of such CompetitorCompetitor (“Permitted Ownership”).

Restriction. The Subject Party hereby agrees that during the period from the Closing until the two (2) year anniversary of the Closing Date (such period, the “Restricted Period”) the Subject Party will not, and will cause his, her or its Affiliates (other than Pubco and its subsidiaries) not to, without the prior written consent of Pubcothe Purchaser (which may be withheld in its sole discretion), anywhere in North America the United States or the Netherlands or in any other markets in which the Company and its subsidiaries Covered Parties are engaged in the Business as of the Closing Date or during the Restricted Period (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 in the Territory (a “Competitor”). Notwithstanding the foregoing, the Subject Party and his, her or its Affiliates may own passive investments of no more than two percent (2%) beneficial ownership of any class of outstanding equity interests in a Competitor that is publicly traded, so long as the Subject Party and his, her or its Affiliates and immediate family members are not involved in the management or control of such CompetitorCompetitor (“Permitted Ownership”). In addition, the provisions of this Agreement shall not be violated by the Subject Party commencing employment with, or providing services, to (A) a private equity or financial sponsor that owns, invests in, or operates a business that engages in the Business or (B) a subsidiary, division or unit of any entity that has a diversified business having not more than twenty percent (20%) of its sales (based on its latest annual consolidated financial statements) attributable to the Business, so long as the Subject Party does not perform services for or in respect of the business that engages in the Business.

Restriction. The Subject Party hereby agrees that during the period from the Closing until the two (2) year anniversary of the Closing Date (such period, the “Restricted Period”) ), the Subject Party will not, and will cause his, her or its Affiliates (other than Pubco and its subsidiaries) not to, without the prior written consent of PubcoPubco (which may be withheld in its sole discretion), anywhere in Southeast Asia, South Asia, North America Asia, Australia, the Middle East or in any other markets in which the Company and its subsidiaries Covered Parties are engaged engaged, or are actively contemplating to become engaged, in the Business as of the Closing Date or during the Restricted Period (the “Territory”), directly or indirectly engage in the Business (other than through a Covered Party) or own, manage, finance manage or control, or participate in the ownership, management, financing management 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 in the Territory (a “Competitor”). Notwithstanding the foregoing, the Subject Party and his, her or its Affiliates may own passive investments of no more less than two five percent (25%) beneficial ownership of any class of the total issued and outstanding equity interests in of a Competitor that is publicly tradedCompetitor, so long as the Subject Party and his, her or its Affiliates and immediate family members their respective equity holders, directors, officers, managers and employees who were involved with the business of any of the Covered Parties are not involved in the management or control of such CompetitorCompetitor (“Permitted Ownership”).