Common use of Non-Compete Undertakings Clause in Contracts

Non-Compete Undertakings. (a) Except as provided below, the Participant, for so long as he/she is providing Services to the Company or any of its Subsidiaries, and for the Non-Competition Period, the Participant shall not, without the express written consent of the Company, directly or indirectly, engage in any activity with, or participate or invest in or assist (whether as owner, part-owner, stockholder, partner, director, officer, trustee, employee, agent, independent contractor or consultant, or in any other capacity) any Company Competitor (as defined in the Stockholders Agreement). (b) The Participant agrees that for so long as he/she is employed by the Company or any of its Subsidiaries, and for the Non-Competition Period, the Participant shall not, directly or indirectly, (i) solicit for employment or employ any person who is employed by the Company, (ii) encourage any officer, employee, client, customer or supplier to terminate or alter his, her, or its relationship or employment with the Company or any of its Subsidiaries, or (iii) solicit for or on behalf of any Company Competitor any client, customer or supplier of the Company or any of its Subsidiaries, or divert to any Person any client or business opportunity of the Company or any of its Subsidiaries. (c) The term “Non-Competition Period” shall mean the period commencing on the last day of the Participant’s Service relationship with the Company or any of its Subsidiaries and ending on the first anniversary of the last day of such Participant’s Service relationship with the Company or any of its Subsidiaries. In the event of any violation of the provisions of this Section 1.2 of this Schedule A, the Participant acknowledges and agrees that the Non-Competition Period shall be extended by a period of time equal to the period of such violation (it being the intention of the parties hereto that the running of the Non-Competition Period shall be tolled during any period of such violation).

Non-Compete Undertakings. (a) Except as provided below, the ParticipantGrantee, for so long as he/she is providing Services to the Company or any of its Subsidiaries, and for the Non-Competition PeriodPeriod (as defined below), the Participant Grantee shall not, without the express written consent of the Company, directly or indirectly, engage in any activity with, or participate or invest in or assist (whether as owner, part-owner, stockholder, partner, director, officer, trustee, employee, agent, independent contractor or consultant, or in any other capacity) any Company Competitor (as defined in the Stockholders Agreement). (b) The Participant Grantee agrees that for so long as he/she is employed by the Company or any of its Subsidiaries, and for the Non-Competition Period, the Participant Grantee shall not, directly or indirectly, (i) solicit for employment or employ any person who is employed by the Company, (ii) encourage any officer, employee, client, customer or supplier to terminate or alter his, her, or its relationship or employment with the Company or any of its Subsidiaries, or (iii) solicit for or on behalf of any Company Competitor any client, customer or supplier of the Company or any of its Subsidiaries, or divert to any Person any client or business opportunity of the Company or any of its Subsidiaries. (c) The term “Non-Competition Period” shall mean the period commencing on the last day of the ParticipantGrantee’s Service relationship with the Company or any of its Subsidiaries and ending on the first anniversary of the last day of such ParticipantXxxxxxx’s Service relationship with the Company or any of its Subsidiaries. In the event of any violation of the provisions of this Section 1.2 of this Schedule AC, the Participant Grantee acknowledges and agrees that the Non-Competition Period shall be extended by a period of time equal to the period of such violation (it being the intention of the parties hereto that the running of the Non-Competition Period shall be tolled during any period of such violation).

Non-Compete Undertakings. (a) Except as provided below, the ParticipantEmployee, for so long as he/she he is providing Services to the Company or any of its Subsidiaries, and for the Non-Competition PeriodPeriod (as defined below), the Participant Employee shall not, without the express written consent of the Company, directly or indirectly, engage in any activity with, or participate or invest in or assist (whether as owner, part-owner, stockholder, partner, director, officer, trustee, employee, agent, independent contractor or consultant, or in any other capacity) any Company Competitor (as defined in the Stockholders Agreement). (b) The Participant Employee agrees that for so long as he/she he is employed by the Company or any of its Subsidiaries, and for the Non-Competition Period, the Participant Employee shall not, directly or indirectly, (i) solicit for employment or employ any person who is employed by the Company, (ii) encourage any officer, employee, client, customer or supplier to terminate or alter his, her, or its relationship or employment with the Company or any of its Subsidiaries, or (iii) solicit for or on behalf of any Company Competitor any client, customer or supplier of the Company or any of its Subsidiaries, or divert to any Person any client or business opportunity of the Company or any of its Subsidiaries. (c) The term “Non-Competition Period” shall mean the period commencing on the last day of the ParticipantEmployee’s Service relationship with the Company or any of its Subsidiaries and ending on the first anniversary of the last day of such ParticipantEmployee’s Service relationship with the Company or any of its Subsidiaries. In the event of any violation of the provisions of this Section 1.2 of this Schedule AExhibit B, the Participant Employee acknowledges and agrees that the Non-Competition Period shall be extended by a period of time equal to the period of such violation (it being the intention of the parties hereto that the running of the Non-Competition Period shall be tolled during any period of such violation).