Common use of Covenant Not to Compete or Solicit Business Clause in Contracts

Covenant Not to Compete or Solicit Business. (a) In furtherance of the Merger by virtue of the transactions contemplated hereby and to more effectively protect the value and goodwill of the Surviving Corporation and the Business, each of the Individual Key Securityholders covenants and agrees that, for a period ending on the fifth anniversary of the Closing Date, neither such Individual Key Securityholder nor any of his Affiliates will: (i) directly or indirectly (whether as principal, agent, employee consultant, independent contractor, partner or otherwise) own, manage, operate, control, participate in, perform services for, or otherwise carry on, a business competitive with the Business, the Subsidiary or the Surviving Corporation in the Restricted Geographic Area, including for or with any client or customer of the Surviving Corporation or the Subsidiary (it being understood by the parties hereto that the Business is not limited to any particular region of the Restricted Geographic Area and that the Business may be engaged in effectively from any location in the Restricted Geographic Area); or (ii) induce or attempt to persuade any employee, consultant, agent, supplier, client or customer of the Surviving Corporation or the Subsidiary to terminate such employment, agency or business relationship in order to enter into any such relationship on behalf of any other business organization in competition with the Business or hire or retain any employee or any former employee who was an employee of the Company, the Surviving Corporation or the Subsidiary within the immediately preceding twelve month period; provided, however, that nothing set forth in this Section 7.1 shall prohibit any Individual Key Securityholder or his Affiliates from owning not in excess of 5% in the aggregate of any class of capital stock of any corporation if such stock is publicly traded. Each Key Securityholder also covenants and agrees that such Key Securityholder will not, and will not permit any of such Key Securityholder’s Affiliates to, divulge or make use of any Trade Secrets or other confidential information of the Company, the Surviving Corporation, the Subsidiary or the Business other than to disclose such secrets and information to Parent or its Affiliates or other than in the ordinary course of the Business after the Closing. (b) If any Individual Key Securityholder or any Affiliate of an Individual Key Securityholder violates any of the obligations under this Section 7.1, Parent may proceed against it in law or in equity for such damages or other relief as a court may deem appropriate. Each Individual Key Securityholder acknowledges that a violation of this Section 7.1 may cause Parent irreparable harm which may not be adequately compensated for by money damages. Each Individual Key Securityholder therefore agrees that in the event of any actual or threatened violation of this Section 7.1, Parent shall be entitled, in addition to other remedies that it may have, to a temporary restraining order and to preliminary and final injunctive relief against such Individual Key Securityholder or such Affiliate of such Individual Key Securityholder to prevent any violations of this Section 7.1, without the necessity of posting a bond. The prevailing party in any action commenced under this Section 7.1 shall also be entitled to receive reasonable attorneys’ fees and court costs. It is the intent and understanding of each party hereto that if, in any action before any court or agency legally empowered to enforce this Section 7.1, any term, restriction, covenant or promise in this Section 7.1 is found to be unreasonable and for that reason unenforceable, then such term, restriction, covenant or promise shall be deemed modified to the extent necessary to make it enforceable by such court or agency.

Covenant Not to Compete or Solicit Business. (a) In furtherance of the Merger by virtue sale of the transactions contemplated hereby Purchased Membership Interest to Buyer hereunder and to more effectively to protect the value and goodwill of the Surviving Corporation assets and the Business, each business of the Individual Key Securityholders Company represented by the Purchased Membership Interest to be acquired hereby, Seller A covenants and agrees that, for a period ending on the fifth anniversary of the Closing Date, neither such Individual Key Securityholder he nor any of his Affiliates will: (i) directly or indirectly (whether as principal, agent, employee consultant, independent contractor, employee, partner or otherwise) own, manage, operate, control, participate in, perform services for, or otherwise carry on, a business competitive with the Business, business of the Subsidiary or Company as described in Schedule 6.1 immediately prior to the Surviving Corporation Closing Date anywhere in the Restricted Geographic Area, including for or with any client or customer of the Surviving Corporation or the Subsidiary United States (it being understood by the parties hereto that the Business Company's business is not limited to any particular region of the Restricted Geographic Area United States and that the Business such business may be engaged in effectively from any location in the Restricted Geographic AreaUnited States); or (ii) induce or attempt to persuade any employee, consultant, agent, supplier, client agent or customer of the Surviving Corporation or the Subsidiary Company to terminate such employment, agency or business relationship in order to enter into any such relationship on behalf of any other business organization in competition with the Business or hire or retain any employee or any former employee who was an employee of the Company, the Surviving Corporation or the Subsidiary within the immediately preceding twelve month period; provided, however, that nothing set forth in this Section 7.1 6.1 shall prohibit any Individual Key Securityholder Seller A or his Affiliates from owning not in excess of 5% in the aggregate of any class of capital stock of any corporation if such stock is publicly tradedtraded and listed on any national or regional stock exchange or reported on the National Association of Securities Dealers Automated Quotations (NASDAQ) System. Each Key Securityholder also In addition, Seller A covenants and agrees that such Key Securityholder will not, and will not permit neither he nor any of such Key Securityholder’s his Affiliates to, will divulge or make use of any Trade Secrets trade secrets or other confidential information of the Company, the Surviving Corporation, the Subsidiary or the Business 's business other than to disclose such secrets and information to Parent Buyer or its Affiliates or Affiliates. Without limiting the right of Buyer to pursue all other than in the ordinary course of the Business after the Closing. (b) If any Individual Key Securityholder or any Affiliate of an Individual Key Securityholder violates any of the obligations under this Section 7.1, Parent may proceed against legal and equitable rights available to it in law or in equity for such damages or other relief as a court may deem appropriate. Each Individual Key Securityholder acknowledges that a violation of this Section 7.1 may cause Parent irreparable harm which may not be adequately compensated for 6.1 by money damages. Each Individual Key Securityholder therefore agrees either Seller A or his Affiliates, it is agreed that in the event of any actual or threatened violation of this Section 7.1, Parent shall be entitled, in addition to other remedies cannot fully compensate Buyer or the Company for such a violation and that it may have, to a temporary restraining order Buyer and to preliminary and final injunctive relief against such Individual Key Securityholder or such Affiliate of such Individual Key Securityholder to prevent any violations of this Section 7.1, without the necessity of posting a bond. The prevailing party in any action commenced under this Section 7.1 Company shall also each be entitled to receive reasonable attorneys’ fees and court costsinjunctive relief to prevent violation or continuing violation thereof. It is the intent and understanding of each party hereto that if, in any action before any court or agency legally empowered to enforce this Section 7.1Sec­tion 6.1, any term, restriction, covenant or promise in this Section 7.1 6.1 is found to be unreasonable and for that reason unenforceable, then such term, restriction, covenant or promise shall be deemed modified to the extent necessary to make it enforceable by such court or agency.

Covenant Not to Compete or Solicit Business. (a) In furtherance of the Merger sale of the Purchased Assets and the Business to Buyer hereunder by virtue of the transactions contemplated hereby and to more effectively to protect the value and goodwill of the Surviving Corporation Purchased Assets and the BusinessBusiness so sold, Parent, Seller and each of the Individual Key Securityholders Shareholder covenants and agrees that, for a period ending on the fifth anniversary of the Closing Date, neither such Individual Key Securityholder Parent, Seller or any Shareholder nor any of his their respective Affiliates will: (i) directly or indirectly (whether as principal, agent, employee consultant, independent contractor, partner or otherwise) own, manage, operate, control, participate in, perform services for, or otherwise carry on, a business competitive with the Business, the Subsidiary or the Surviving Corporation Business anywhere in the Restricted Geographic Area, including for or with any client or customer of the Surviving Corporation or the Subsidiary world (it being understood by the parties hereto that the Business is not limited to any particular region of the Restricted Geographic Area world and that the Business such business may be engaged in effectively from any location in the Restricted Geographic Areaworld); provided that this Section 7.1 (a) (i) shall not prohibit any Shareholder from accepting, after the termination of such Shareholder's employment with Buyer, direct employment in a management position (whether on a temporary, interim or permanent basis) with any hospital system or other healthcare provider, so long as such Shareholder complies with all of the other provisions of this Agreement (including Section 7.1(a)(ii) and Section 9.2) and any employment or other agreement between Buyer and such Shareholder; or (ii) induce or attempt to persuade any employee, consultant, agent, supplier, client agent or customer of the Surviving Corporation or the Subsidiary Seller to terminate such employment, consulting, agency or business relationship in order to enter into any such relationship on behalf of any other business organization in competition with the Business or hire or retain any employee or any former employee who was an employee of the Company, the Surviving Corporation or the Subsidiary within the immediately preceding twelve month periodBusiness; provided, however, that nothing set forth in this Section 7.1 shall prohibit Parent, Seller or any Individual Key Securityholder Shareholder or his their respective Affiliates from owning not in excess of 52% in the aggregate of any class of capital stock of any corporation if such stock is publicly tradedtraded and listed on any national or regional stock exchange or on the NASDAQ national market. Each Key Securityholder also In addition, Parent, Seller and each Shareholder covenants and agrees that such Key Securityholder it will not, and will not permit any of such Key Securityholder’s its Affiliates to, divulge or make use of any Trade Secrets trade secrets or other confidential information of the Company, the Surviving Corporation, the Subsidiary or the Business other than to disclose such secrets and information to Parent Buyer or its Affiliates or other than in the ordinary course of the Business after the ClosingAffiliates. (b) If Parent, Seller or any Individual Key Securityholder Shareholder or any Affiliate of an Individual Key Securityholder Parent, Seller or such Shareholder violates any of the its obligations under this Section 7.1, Parent Buyer may proceed against it in law or in equity for such damages or other relief as a court may deem appropriate. Each Individual Key Securityholder Parent, Seller and each Shareholder acknowledges that a violation of this Section 7.1 may cause Parent Buyer irreparable harm which may not be adequately compensated for by money damages. Each Individual Key Securityholder Parent, Seller and each Shareholder therefore agrees that in the event of any actual or threatened violation of this Section 7.1, Parent Buyer shall be entitled, in addition to other remedies that it may have, to a temporary restraining order and to preliminary and final injunctive relief against Parent, Seller or such Individual Key Securityholder Shareholder or such Affiliate of Parent, Seller or such Individual Key Securityholder Shareholder to prevent any violations of this Section 7.1, without the necessity of posting a bond. The prevailing party in any action commenced under this Section 7.1 shall also be entitled to receive reasonable attorneys’ ' fees and court costs. It is the intent and understanding of each party hereto that if, in any action before any court or agency legally empowered to enforce this Section 7.1, any term, restriction, covenant or promise in this Section 7.1 is found to be unreasonable and for that reason unenforceable, then such term, restriction, covenant or promise shall be deemed modified to the extent necessary to make it enforceable by such court or agency.

Covenant Not to Compete or Solicit Business. (a) In furtherance of the Merger sale of the Purchased Assets and the Business to Buyer hereunder by virtue of the transactions contemplated hereby and to more effectively to protect the value and goodwill of the Surviving Corporation Purchased Assets and the BusinessBusiness so sold, each of the Individual Key Securityholders Seller covenants and agrees that, for a period ending on the fifth first anniversary of the Closing Date, neither such Individual Key Securityholder nor none of the Sellers or any of his Affiliates their respective subsidiaries or parent entities (each, a "Related Party") will: (i) directly or indirectly (whether as principal, agent, employee consultant, independent contractor, partner or otherwise) own, manage, operate, control, participate in, perform services for, sell materials to, or otherwise carry on, a business similar to or competitive with the Businessbusiness of Internet-based ordering and delivery of groceries and other consumer goods anywhere in the Chicago, the Subsidiary Illinois MSA or the Surviving Corporation in the Restricted Geographic AreaWashington, including for or with any client or customer of the Surviving Corporation or the Subsidiary (it being understood by the parties hereto that the Business is not limited to any particular region of the Restricted Geographic Area and that the Business may be engaged in effectively from any location in the Restricted Geographic Area); D.C. MSA, or (ii) enter into any such relationship and shall not induce or attempt to persuade persuade, any employee, consultant, agent, supplier, client agent or customer of the Surviving Corporation or the Subsidiary either Division to terminate such its employment, agency or business relationship in order to enter into any such relationship on behalf of any other business organization in competition with the Business Buyer or hire or retain any employee or any former employee who was an employee of the Companyits Affiliates; PROVIDED, the Surviving Corporation or the Subsidiary within the immediately preceding twelve month period; provided, howeverHOWEVER, that nothing set forth in this Section 7.1 SECTION 8.1 shall prohibit any Individual Key Securityholder Sellers or his Affiliates their respective Related Parties from owning not in excess of 5% in the aggregate of any class of capital stock of any corporation if such stock is publicly tradedtraded and listed on any national or regional stock exchange or on the NASDAQ national market; PROVIDED, FURTHER, that the performance by Sellers of the Transition Services pursuant to SECTION 8.9 shall not be deemed a violation of this SECTION 8.1(a). Each Key Securityholder also In addition, each Seller covenants and agrees that such Key Securityholder it will not, and will not permit any of such Key Securityholder’s its Affiliates to, divulge or make use of any Trade Secrets trade secrets or other confidential information of the Company, the Surviving Corporation, the Subsidiary or the Business other than to disclose such secrets and information to Parent Buyer or its Affiliates or other than in the ordinary course of the Business after the ClosingAffiliates. (b) If any Individual Key Securityholder Seller or any Affiliate Related Party of an Individual Key Securityholder thereof violates any of the its obligations under this Section 7.1SECTION 8.1, Parent Buyer may proceed against it in law or in equity for such damages or other relief as a court may deem appropriate. Each Individual Key Securityholder acknowledges Sellers acknowledge that a violation of this Section 7.1 SECTION 8.1 may cause Parent Buyer irreparable harm which may not be adequately compensated for by money damages. Each Individual Key Securityholder Sellers therefore agrees agree that in the event of any actual or threatened violation of this Section 7.1SECTION 8.1, Parent Buyer shall be entitled, in addition to other remedies that it may have, to a temporary restraining order and to preliminary and final injunctive relief against such Individual Key Securityholder Seller or such Affiliate of such Individual Key Securityholder Related Party thereof to prevent any violations of this Section 7.1SECTION 8.1, without the necessity of posting a bond. The prevailing party in any action commenced under this Section 7.1 SECTION 8.1 shall also be entitled to receive reasonable attorneys’ ' fees and court costs. It is the intent and understanding of each party hereto that if, in any action before any court or agency legally empowered to enforce this Section 7.1SECTION 8.1, any term, restriction, covenant or promise in this Section 7.1 SECTION 8.1 is found to be unreasonable and for that reason unenforceable, then such term, restriction, covenant or promise shall be deemed modified to the extent necessary to make it enforceable by such court or agency.

Covenant Not to Compete or Solicit Business. (a) In furtherance of the Merger sale of the Purchased Assets and the Business to Buyer hereunder by virtue of the transactions contemplated hereby and to more effectively to protect the value and goodwill of the Surviving Corporation Purchased Assets and the BusinessBusiness so sold, each of the Individual Key Securityholders Seller and each Selling Party covenants and agrees that, for a period ending on the fifth anniversary of the Closing Date, neither such Individual Key Securityholder Seller nor any Selling Party nor any of his their respective Affiliates will: (i) directly or indirectly (whether as principal, agent, employee consultant, independent contractor, partner or otherwise) own, manage, operate, control, participate in, perform services for, or otherwise carry on, a business materially the same as or competitive with the Business, the Subsidiary or the Surviving Corporation Business anywhere in the Restricted Geographic Area, including for or with any client or customer of the Surviving Corporation or the Subsidiary North America (it being understood by the parties hereto that the Business is not limited to any particular region of the Restricted Geographic Area North America and that the Business such business may be engaged in effectively from any location in the Restricted Geographic AreaNorth America); or (ii) induce or attempt to persuade any employee, consultant, agent, supplier, client agent or customer of the Surviving Corporation or the Subsidiary either Seller to terminate such employment, consulting, agency or business relationship in order to enter into any such relationship on behalf of any other business organization in competition with the Business or hire or retain any employee or any former employee who was an employee of the Company, the Surviving Corporation or the Subsidiary within the immediately preceding twelve month periodBusiness; provided, however, that nothing set forth in this Section 7.1 shall prohibit either Seller or any Individual Key Securityholder Selling Party or his their respective Affiliates from owning (x) as a passive investment any Excluded Asset or (y) any new investment which does not constitute in excess of 52% in the aggregate of any class of capital stock of any corporation if such stock is publicly tradedtraded and listed on any national or regional stock exchange or on the NASDAQ national market. Each Key Securityholder also In addition, each Seller and each Selling Party covenants and agrees that such Key Securityholder it will not, and will not permit any of such Key Securityholder’s its Affiliates to, divulge or make use of any Trade Secrets trade secrets or other confidential information of the Company, the Surviving Corporation, the Subsidiary or the Business other than to disclose such secrets and information to Parent Buyer or its Affiliates or other than in the ordinary course of the Business after the ClosingAffiliates. (b) If any Individual Key Securityholder either Seller or any Affiliate Selling Party or any of an Individual Key Securityholder their respective Affiliates violates any of the its obligations under this Section 7.1, Parent Buyer may proceed against it such Seller or Selling Party in law or in equity for such damages or other relief as a court may deem appropriate. Each Individual Key Securityholder Seller and each Selling Party acknowledges that a violation of this Section 7.1 may cause Parent Buyer irreparable harm which may not be adequately compensated for by money damages. Each Individual Key Securityholder Seller and each Selling Party therefore agrees that in the event of any actual or threatened violation of this Section 7.1, Parent Buyer shall be entitled, in addition to other remedies that it may have, to a temporary restraining order and to preliminary and final injunctive relief against such Individual Key Securityholder Seller or Selling Party or such Affiliate of such Individual Key Securityholder either Seller or either Selling Party to prevent any violations of this Section 7.1, without the necessity of posting a bond. The prevailing party in any action commenced under this Section 7.1 shall also be entitled to receive reasonable attorneys’ fees and court costs. It is the intent and understanding of each party hereto that if, in any action before any court or agency legally empowered to enforce this Section 7.1, any term, restriction, covenant or promise in this Section 7.1 is found to be unreasonable and for that reason unenforceable, then such term, restriction, covenant or promise shall be deemed modified to the extent necessary to make it enforceable by such court or agency.

Covenant Not to Compete or Solicit Business. (a) In furtherance of the Merger by virtue sale of the transactions contemplated hereby Purchased Membership Interest to Buyer hereunder and to more effectively to protect the value and goodwill of the Surviving Corporation assets and the Business, each business of the Individual Key Securityholders Company represented by the Purchased Membership Interest to be acquired hereby, Seller A covenants and agrees that, for a period ending on the fifth anniversary of the Closing Date, neither such Individual Key Securityholder he nor any of his Affiliates will: (i) directly or indirectly (whether as principal, agent, employee consultant, independent contractor, employee, partner or otherwise) own, manage, operate, control, participate in, perform services for, or otherwise carry on, a business competitive with the Business, business of the Subsidiary or Company as described in Schedule 6.1 immediately prior to the Surviving Corporation Closing Date anywhere in the Restricted Geographic Area, including for or with any client or customer of the Surviving Corporation or the Subsidiary United States (it being understood by the parties hereto that the Business Company's business is not limited to any particular region of the Restricted Geographic Area United States and that the Business such business may be engaged in effectively from any location in the Restricted Geographic AreaUnited States); or (ii) induce or attempt to persuade any employee, consultant, agent, supplier, client agent or customer of the Surviving Corporation or the Subsidiary Company to terminate such employment, agency or business relationship in order to enter into any such relationship on behalf of any other business organization in competition with the Business or hire or retain any employee or any former employee who was an employee of the Company, the Surviving Corporation or the Subsidiary within the immediately preceding twelve month period; provided, however, that nothing set forth in this Section 7.1 6.1 shall prohibit any Individual Key Securityholder Seller A or his Affiliates from owning not in excess of 5% in the aggregate of any class of capital stock of any corporation if such stock is publicly tradedtraded and listed on any national or regional stock exchange or reported on the National Association of Securities Dealers Automated Quotations (NASDAQ) System. Each Key Securityholder also In addition, Seller A covenants and agrees that such Key Securityholder will not, and will not permit neither he nor any of such Key Securityholder’s his Affiliates to, will divulge or make use of any Trade Secrets trade secrets or other confidential information of the Company, the Surviving Corporation, the Subsidiary or the Business 's business other than to disclose such secrets and information to Parent Buyer or its Affiliates or Affiliates. Without limiting the right of Buyer to pursue all other than in the ordinary course of the Business after the Closing. (b) If any Individual Key Securityholder or any Affiliate of an Individual Key Securityholder violates any of the obligations under this Section 7.1, Parent may proceed against legal and equitable rights available to it in law or in equity for such damages or other relief as a court may deem appropriate. Each Individual Key Securityholder acknowledges that a violation of this Section 7.1 may cause Parent irreparable harm which may not be adequately compensated for 6.1 by money damages. Each Individual Key Securityholder therefore agrees either Seller A or his Affiliates, it is agreed that in the event of any actual or threatened violation of this Section 7.1, Parent shall be entitled, in addition to other remedies cannot fully compensate Buyer or the Company for such a violation and that it may have, to a temporary restraining order Buyer and to preliminary and final injunctive relief against such Individual Key Securityholder or such Affiliate of such Individual Key Securityholder to prevent any violations of this Section 7.1, without the necessity of posting a bond. The prevailing party in any action commenced under this Section 7.1 Company shall also each be entitled to receive reasonable attorneys’ fees and court costsinjunctive relief to prevent violation or continuing violation thereof. It is the intent and understanding of each party hereto that if, in any action before any court or agency legally empowered to enforce this Section 7.16.1, any term, restriction, covenant or promise in this Section 7.1 6.1 is found to be unreasonable and for that reason unenforceable, then such term, restriction, covenant or promise shall be deemed modified to the extent necessary to make it enforceable by such court or agency.

Covenant Not to Compete or Solicit Business. (a) In furtherance of the Merger sale of the Purchased Assets and the Business to Buyer hereunder by virtue of the transactions contemplated hereby and to more effectively to protect the value and goodwill of the Surviving Corporation Purchased Assets and the BusinessBusiness so sold, each of the Individual Key Securityholders Seller covenants and agrees that, for a period ending on the fifth first anniversary of the Closing Date, neither such Individual Key Securityholder nor none of the Sellers or any of his Affiliates their respective subsidiaries or parent entities (each, a "Related Party") will: (i) directly or indirectly (whether as principal, agent, employee consultant, independent contractor, partner or otherwise) own, manage, operate, control, participate in, perform services for, sell materials to, or otherwise carry on, a business similar to or competitive with the Businessbusiness of Internet-based ordering and delivery of groceries and other consumer goods anywhere in the Chicago, the Subsidiary Illinois MSA or the Surviving Corporation in the Restricted Geographic AreaWashington, including for or with any client or customer of the Surviving Corporation or the Subsidiary (it being understood by the parties hereto that the Business is not limited to any particular region of the Restricted Geographic Area and that the Business may be engaged in effectively from any location in the Restricted Geographic Area); D.C. MSA, or (ii) enter into any such relationship and shall not induce or attempt to persuade persuade, any employee, consultant, agent, supplier, client agent or customer of the Surviving Corporation or the Subsidiary either Division to terminate such its employment, agency or business relationship in order to enter into any such relationship on behalf of any other business organization in competition with the Business Buyer or hire or retain any employee or any former employee who was an employee of the Companyits Affiliates; PROVIDED, the Surviving Corporation or the Subsidiary within the immediately preceding twelve month period; provided, howeverHOWEVER, that nothing set forth in this Section 7.1 SECTION 8.1 shall prohibit any Individual Key Securityholder Sellers or his Affiliates their respective Related Parties from owning not in excess of 5% in the aggregate of any class of capital stock of any corporation if such stock is publicly tradedtraded and listed on any national or regional stock exchange or on the NASDAQ national market; PROVIDED, FURTHER, that the performance by Sellers of the Transition Services pursuant to SECTION 8.9 shall not be deemed a violation of this SECTION 8.1(A). Each Key Securityholder also In addition, each Seller covenants and agrees that such Key Securityholder it will not, and will not permit any of such Key Securityholder’s its Affiliates to, divulge or make use of any Trade Secrets trade secrets or other confidential information of the Company, the Surviving Corporation, the Subsidiary or the Business other than to disclose such secrets and information to Parent Buyer or its Affiliates or other than in the ordinary course of the Business after the ClosingAffiliates. (b) If any Individual Key Securityholder Seller or any Affiliate Related Party of an Individual Key Securityholder thereof violates any of the its obligations under this Section 7.1SECTION 8.1, Parent Buyer may proceed against it in law or in equity for such damages or other relief as a court may deem appropriate. Each Individual Key Securityholder acknowledges Sellers acknowledge that a violation of this Section 7.1 SECTION 8.1 may cause Parent Buyer irreparable harm which may not be adequately compensated for by money damages. Each Individual Key Securityholder Sellers therefore agrees agree that in the event of any actual or threatened violation of this Section 7.1SECTION 8.1, Parent Buyer shall be entitled, in addition to other remedies that it may have, to a temporary restraining order and to preliminary and final injunctive relief against such Individual Key Securityholder Seller or such Affiliate of such Individual Key Securityholder Related Party thereof to prevent any violations of this Section 7.1SECTION 8.1, without the necessity of posting a bond. The prevailing party in any action commenced under this Section 7.1 SECTION 8.1 shall also be entitled to receive reasonable attorneys’ ' fees and court costs. It is the intent and understanding of each party hereto that if, in any action before any court or agency legally empowered to enforce this Section 7.1SECTION 8.1, any term, restriction, covenant or promise in this Section 7.1 SECTION 8.1 is found to be unreasonable and for that reason unenforceable, then such term, restriction, covenant or promise shall be deemed modified to the extent necessary to make it enforceable by such court or agency.

Covenant Not to Compete or Solicit Business. (a) In furtherance of the Merger sale of the Shares and the Company to Buyer and the cancellation of the Options hereunder by virtue of the transactions contemplated hereby and to more effectively to protect the value and goodwill of the Surviving Corporation Company and the Business, each of the Individual Key Securityholders persons on Schedule 4.1 (collectively the “Restricted Persons”) covenants and agrees that, for a period ending on the fifth third anniversary of the Closing Date, neither such Individual Key Securityholder Restricted Person nor any of his its Affiliates will: (i) directly or indirectly (whether as principal, agent, employee consultant, independent contractor, partner or otherwise) own, manage, operate, control, participate in, perform services for, or otherwise carry on, a business similar to or competitive with the Business, the Subsidiary or the Surviving Corporation Business anywhere in the Restricted Geographic Area, including for or with any client or customer of the Surviving Corporation or the Subsidiary world (it being understood by the parties hereto that the Business is not limited to any particular region of the Restricted Geographic Area world and that the Business such business may be engaged in effectively from any location in the Restricted Geographic Areaany country); or (ii) induce or attempt to persuade any employee, consultant, agent, supplier, client agent or customer of the Surviving Corporation or the Subsidiary Company to terminate such employment, agency or business relationship in order to enter into any such relationship on behalf of any other business organization in competition with the Business or hire or retain any employee or any former employee who was an employee of the Company, the Surviving Corporation or the Subsidiary within the immediately preceding twelve month periodbusiness; provided, however, that nothing set forth in this Section 7.1 4.1 shall prohibit any Individual Key Securityholder the Restricted Persons or his their Affiliates from owning not in excess of 52% in the aggregate of any class of capital stock of any corporation if such stock is publicly tradedtraded and listed on any national or regional stock exchange or reported on the National Association of Securities Dealers Automated Quotations (Nasdaq) System. Each Key Securityholder also In addition, each of the Restricted Persons covenants and agrees that such Key Securityholder will not, and will not permit neither it nor any of such Key Securityholder’s its Affiliates to, will divulge or make use of any Trade Secrets trade secrets or other confidential information of the Company, the Surviving Corporation, the Subsidiary or the Business Company other than to disclose such secrets and information to Parent Buyer or its Affiliates or other than in Affiliates. In the ordinary course event any of the Business after the Closing. (b) If any Individual Key Securityholder Restricted Persons or any Affiliate of an Individual Key Securityholder Restricted Persons violates any of the its obligations under this Section 7.14.1, Parent Buyer may proceed against it in law or in equity for such damages or other relief as a court may deem appropriate. Each Individual Key Securityholder acknowledges Restricted Persons acknowledge that a violation of this Section 7.1 4.1 may cause Parent Buyer irreparable harm which may not be adequately compensated for by money damages. Each Individual Key Securityholder Restricted Persons therefore agrees agree that in the event of any actual or threatened violation of this Section 7.14.1, Parent Buyer shall be entitled, in addition to other remedies that it may have, to a temporary restraining order and to preliminary and final injunctive relief against such Individual Key Securityholder Restricted Persons or such Affiliate of such Individual Key Securityholder Restricted Persons to prevent any violations of this Section 7.14.1, without the necessity of posting a bond. The prevailing party in any action commenced under this Section 7.1 4.1 shall also be entitled to receive reasonable attorneys’ fees and court costs. It is the intent and understanding of each party hereto that if, in any action before any court or agency legally empowered to enforce this Section 7.14.1, any term, restriction, covenant or promise in this Section 7.1 4.1 is found to be unreasonable and for that reason unenforceable, then such term, restriction, covenant or promise shall be deemed modified to the extent necessary to make it enforceable by such court or agency. Nothing contained in Section 5.4 shall be deemed in any way to limit or restrict Buyer’s rights under this paragraph.