5PlugShare Non-Compete; Non-Solicit Sample Clauses

5PlugShare Non-Compete; Non-Solicit. (a) For a period of eighteen (18) months commencing on the Closing Date, neither Seller, Guarantor nor any of their controlled Affiliates shall, directly or indirectly, own any interest in, manage, control, participate in, or otherwise engage in, as a principal or jointly with others or otherwise, any Competitive Business (other than any Competitive Business in which such Persons own any interest in, manage, control, participate in, or otherwise engage in, in each case, as of the date of this Agreement). Notwithstanding the foregoing, Seller, Guarantor, and their controlled Affiliates may own, directly or indirectly, solely as a passive investment, securities of any Person if Seller, Guarantor, or their Affiliates are not a controlling Person of, or a member of a group which controls, such Person, are not on the board of directors or an officer of such Person, and do not, directly or indirectly, own twenty percent (20%) or more of any class of securities of such Person. For purposes of this Agreement, “Competitive Business” shall mean a software platform or application that provides the same or similar functionality to the PlugShare mobile and desktop applications as currently offered by the Company, as may arise from the Company’s platform, data, and applications, and as may be expanded to provide further payment, routing, and other services as presently contemplated by the Company’s business plan as of the Closing Date, provided, any similar functionality provided by Seller or its Affiliates arising from and offered attendant to their CPO or EMP related businesses in the countries in which Seller and its Affiliates are currently operating such businesses shall not constitute a “Competitive Business”, with the exception of United States.