Common use of ACKNOWLEDGMENTS BY UNITHOLDER Clause in Contracts

ACKNOWLEDGMENTS BY UNITHOLDER. Unitholder acknowledges that the promises and restrictive covenants that Unitholder is providing in this Agreement are reasonable and necessary to the protection of Parent's business and Parent's legitimate interests in the Transaction (including the Company's goodwill) pursuant to the Merger Agreement. Unitholder acknowledges that, in connection with the consummation of the Transaction, all of Unitholder's Units in the Company will be converted into Parent Common Stock, Senior Notes, Parent warrants and cash. Unitholder further acknowledges that he will be eligible to receive additional stock options from Parent, and that goodwill was a material consideration in Parent's decision to enter into the Transaction. Unitholder acknowledges that if Unitholder were to compete with the business of the Company subsequent to the consummation of the Transaction, such competition could materially and adversely affect the value of the business acquired by Parent in the Transaction.