Common use of Restriction Clause in Contracts

Restriction. For a period of 3 years from the date of the initial Closing, Purchaser covenants and agrees that it will not and it will cause each of its "Affiliates" (as hereinafter defined) to not directly or indirectly sell, tender, transfer, pledge, hypothecate or otherwise dispose of, or offer or agree to do any of the foregoing ("Transfer"), any interest in the Option Shares which may be owned "beneficially" (as that term is defined in Rule 13d-3 under the Exchange Act) or of record by it and such Affiliates, except: (i) a Transfer to any person or entity who or which agrees to be bound by all the provisions of this Article V; (ii) a Transfer to any person or entity who or which has made a tender offer for Seller's Common Stock, but only if the Board of Directors of Seller has recommended acceptance of such tender offer to the stockholders of Seller; (iii) a Transfer to Seller or any of its Subsidiaries; (iv) a Transfer to an Affiliate of Purchaser which is (or agrees to become) a party hereto; (v) a Transfer which is a bona fide pledge of, or grant of a security interest in, the Option Shares to an institutional, commercial, or other bona fide lender (including without limitation any securities brokerage) for money borrowed; (vi) a Transfer in connection with any registration statement of Seller that is declared effective during the term of this Article V and includes the Option Shares as a result of exercise of the registration rights granted pursuant to this Agreement; provided, however, that any such disposition by Purchaser or an underwriter pursuant to this Section 5.1(vi) will be made in a manner which (if pursuant to an underwritten offering, in the written opinion of the underwriter) is intended to effect a broad distribution with no Transfers of the Option Shares to any one "person" or "group" (as such terms are defined in and under Section 13(d) of the Exchange Act) if after such Transfers such person or group would beneficially hold in excess of 5 percent of Seller's Common Stock; or (vii) a Transfer permitted pursuant to Rule 144 under the Securities Act; provided, that Purchaser will use its best efforts to effect as wide a distribution of the Option Shares as is reasonably practicable.

Restriction. For a period on the disposal of 3 years from assets ------------------------------------- The Company hereby covenants with and undertakes to the date of the initial Closing, Purchaser covenants and agrees that it will not and it will cause each of its "Affiliates" Trustee that: (A) So long as hereinafter defined) to not directly or indirectly sell, tender, transfer, pledge, hypothecate or otherwise dispose of, or offer or agree to do any of the foregoing Original Bonds remain outstanding, the Company will not, and will procure that none of its Subsidiaries shall, dispose of the whole or any part of its assets whether by a single transaction or a series of transactions ("Transfer")whether related or not) if and to the extent that the value of the assets disposed of and failing to be taken into account pursuant to this Clause 13 when aggregated with the value of all such other disposals of assets by members of the Group would exceed 30 per cent. of the value of the total assets of the Group taken as a whole, any interest in provided that no disposal shall be taken into account for the Option Shares which may be owned "beneficially" (as that term is defined in Rule 13d-3 under the Exchange Act) or purposes of record by it and such Affiliates, exceptthis provision: (i) a Transfer to any person or entity who or which agrees to be bound by all if the provisions disposal of this Article Vassets (other than immovable property) is made in the ordinary course of business; (ii) a Transfer where the disposal is made by any member of the Group to any person or entity who or which has made a tender offer for Seller's Common Stock, but only if another member of the Board of Directors of Seller has recommended acceptance of such tender offer to the stockholders of SellerGroup; (iii) if it is a Transfer to Seller or any of its Subsidiariesdisposal which the Trustee has determined under sub-paragraph (c) below shall not be taken into account; (iv) where the disposal consists of an exchange of assets for other assets of a Transfer to an Affiliate of Purchaser which is (or agrees to become) a party heretosimilar nature and value; (v) if and to the extent that an aggregate amount equivalent to the proceeds of disposal of immovable property has, within a Transfer which is a bona fide pledge ofperiod of 12 months (or such longer period as the Trustee may agree) before or after such disposal, been applied in the acquisition or grant construction of a security interest in, the Option Shares or improvement to an institutional, commercial, or other bona fide lender (including without limitation any securities brokerage) for money borrowedimmovable property; (vi) if and to the extent that an aggregate amount equivalent to the proceeds of disposal of fixed assets (other than immovable property) has, within a Transfer in connection with any registration statement period of Seller that is declared effective during 12 months (or such longer period as the term of this Article V and includes the Option Shares as a result of exercise of the registration rights granted pursuant to this Agreement; providedTrustee may agree) before or after such disposal, however, that any such disposition by Purchaser or an underwriter pursuant to this Section 5.1(vi) will be made in a manner which (if pursuant to an underwritten offering, been applied in the written opinion acquisition or construction of the underwriter) is intended or improvement to effect a broad distribution with no Transfers of the Option Shares to any one "person" fixed assets or "group" immovable property; (as such terms are defined in and under Section 13(d) of the Exchange Actvii) if and to the extent that an aggregate amount equivalent to the proceeds of disposal of current assets, has, within a period of 12 months (or such longer period as the Trustee may agree) before or after such Transfers such person disposal, been applied in the acquisition of any assets; (viii) where the assets (other than immovable property) disposed of comprise obsolete or group would beneficially hold in excess of 5 percent of Seller's Common Stockobsolescent assets or temporary investments which are surplus to requirements; or (viiix) a Transfer permitted pursuant to Rule 144 under where immovable property is disposed of in the Securities Act; provided, that Purchaser will use its best efforts to effect as wide a distribution normal course of development of the Option Shares Group's business; (B) For the purposes of the foregoing: (i) the value of any assets disposed of shall be the value thereof as is reasonably practicable.included in the Latest Consolidated Balance Sheet or, in the case of an asset which was not taken into account for the purposes thereof, its book value at the date of disposal; (ii) the value of the assets of the Group taken as a whole shall be the aggregate value thereof shown in the Latest Consolidated Balance Sheet; (iii) the expenditure of cash shall be deemed not to be a disposal of assets; cash arising from the claims for loss of or damage to immovable property shall, however, be deemed not to be cash but to be immovable property; (iv) the repayment of borrowings or other indebtedness, the redemption of loan or share capital, the payment of a dividend in cash out of profits or reserves available for the purpose and the temporary application of surplus funds to purchase marketable securities which are subsequently disposed of (and all expenses incurred in connection with such disposal) shall be deemed not to be a disposal of assets; (v) if any shares in a relevant company are disposed of or acquired there shall be deemed to have been a disposal or acquisition not of such shares but of the underlying assets. For this purpose:

Restriction. For a period of 3 years from ATC through its subsidiaries intends to continue and expand the date of the initial Closing, Purchaser covenants and agrees that it will not and it will cause each of its "Affiliates" (as hereinafter defined) to not directly or indirectly sell, tender, transfer, pledge, hypothecate or otherwise dispose of, or offer or agree to do any of the foregoing ("Transfer"), any interest in the Option Shares which may be owned "beneficially" (as that term is defined in Rule 13d-3 under the Exchange Act) or of record business heretofore conducted by it and such Affiliatesthem and it and in connection therewith ATC and its subsidiaries have invested and may in the future be required to invest substantial sums of money, except: (i) a Transfer directly or indirectly, and as Optionee recognizes that ATC would be substantially injured by Optionee disclosing to others, or by Optionee using for his own benefit, any person Intellectual Property or entity who any other Confidential Information he has obtained or which agrees to be bound by all the provisions of this Article V; (ii) a Transfer to any person or entity who or which has made a tender offer for Seller's Common Stock, but only if the Board of Directors of Seller has recommended acceptance of such tender offer to the stockholders of Seller; (iii) a Transfer to Seller shall obtain from ATC or any of its Subsidiaries;subsidiaries, or which he may now possess and which he has made available to ATC or any of its subsidiaries, Optionee agrees that during the Restricted Period: (iva) a Transfer to Neither he nor any member of his Immediate Family will be interested, directly or indirectly, as an Affiliate of Purchaser investor in any other Entity, business or enterprise within the Covered Territory, which is engaged in any Proscribed Activity (except as an investor in securities (i) issued by ATC or agrees any of its subsidiaries or (ii) listed on a national securities exchange or actively traded over the counter so long as such investments are in amounts not significant as compared to becomehis total investments and do not exceed one percent (1%) a party hereto;of the outstanding securities of the issuer of the same class or issue); and (vb) Other than in connection with his serving as an employee of ATC and its subsidiaries, he will not, directly or indirectly, for his own account or as employee, officer, director, partner, trustee, principal, member, joint venturer, agent, adviser, consultant or otherwise, engage within the Covered Territory, in any phase of any Proscribed Activity. Optionee further agrees that during the Restricted Period, he will not, directly or indirectly, solicit business for a Transfer Proscribed Activity from any Person, business or enterprise which is a bona fide pledge ofis, or grant proposes to be, a customer of ATC or any of its subsidiaries or any of their respective successors or assigns, or from any Person, business or enterprise with which ATC or any of its subsidiaries or any of their respective successors or assigns is negotiating or holding discussion or to which it has made a proposal at the time of such termination, induce any such Person, business or enterprise not to undertake, or to curtail or cancel business with ATC or any of its subsidiaries or any of their respective successors or assigns, induce or attempt to induce any employee of ATC or any of its subsidiaries or any of their respective successors or assigns to terminate his employment therewith, or intentionally divulge or utilize for the direct or indirect benefit (financial or other) of himself or any other Person, business or enterprise, any Intellectual Property or any Confidential Information he has obtained as an employee and/or stockholder of ATC or any of its subsidiaries. This Agreement shall be deemed to consist of a security interest inseries of separate covenants, one for each line of business carried on by ATC and its subsidiaries and each region included within the geographic areas referred to in this Section. Optionee and ATC are of the belief that the Restricted Period, the Option Shares to an institutionalProscribed Activity and the Covered Territory herein specified are reasonable, commercialin light of the circumstances as they exist on the date upon which this Agreement has been executed, or other bona fide lender (including without limitation any securities brokerage) for money borrowed; (vi) a Transfer in connection with any registration statement of Seller that is declared effective during the term of this Article V and includes the Option Shares as a result of exercise nature of the registration rights granted pursuant business in which ATC and its subsidiaries are engaged and proposes to engage, the state of their product development and Optionee’s knowledge of such business and his prior affiliations with and interest in ATC. However, if such period, activity or area should be adjudged unreasonable in any Legal Action, whether at law or in equity, then the Restricted Period shall be reduced by such period of time, the Proscribed Activity shall be reduced by such activities, or the Covered Territory shall be reduced by such area, or any combination thereof, as are deemed unreasonable, so that this Agreement; providedcovenant may be enforced in such area, however, that any with respect to such disposition by Purchaser or an underwriter pursuant to this Section 5.1(vi) will be made in a manner which (if pursuant to an underwritten offering, in the written opinion activities and during such period of the underwriter) is intended to effect a broad distribution with no Transfers of the Option Shares to any one "person" or "group" (as such terms are defined in and under Section 13(d) of the Exchange Act) if after such Transfers such person or group would beneficially hold in excess of 5 percent of Seller's Common Stock; or (vii) a Transfer permitted pursuant to Rule 144 under the Securities Act; provided, that Purchaser will use its best efforts to effect as wide a distribution of the Option Shares time as is reasonably practicableadjudged to be reasonable.

Restriction. For a period of 3 years from the date of the initial Closing(a) Except as provided in this Article VI, Purchaser Subtenant covenants and agrees that it whether voluntarily, involuntarily, by operation of law or otherwise neither this Sublease nor the term and estate hereby granted, nor any interest herein or therein, will be assigned, mortgaged, pledged, encumbered or otherwise transferred and that neither the Subleased Premises nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Subtenant, or used or occupied or permitted to be used or occupied, by anyone other than Subtenant, or for any use or purpose other than a Permitted Use, or be sublet (which term, without limitation, shall include granting of concessions, licenses and the like) in whole or in part, or be offered or advertised for assignment or subletting without the prior written consent of Sublandlord and Master Landlord, which consent of Sublandlord shall not be unreasonably withheld, conditioned, or delayed in accordance with the terms and it will cause each conditions of its "Affiliates" the Master Lease applicable to Master Landlord’s consent rights). Notwithstanding the foregoing, Subtenant shall have the right to conduct a Permitted Transfer (as hereinafter defined) without Sublandlord’s prior consent, but upon at least ten (10) days prior written notice to not directly Sublandlord, sublet all or indirectly sell, tender, transfer, pledge, hypothecate or otherwise dispose of, or offer or agree to do any portion of the foregoing ("Transfer"), any Subleased Premises or assign its interest in the Option Shares which may be owned "beneficially" (as that term is defined in Rule 13d-3 under the Exchange Act) or of record by it and such Affiliates, except: this Sublease to: (i) a Transfer to any person(s) or entity who controls, is controlled by or is under common control with Tenant, (ii) to any entity resulting from the merger, acquisition, consolidation or other reorganization with Tenant, whether or not Tenant is the surviving entity, (iii) to any person or legal entity who which acquires all or which substantially all of the assets or stock of Tenant (each of the foregoing is hereinafter referred to as a “Permitted Transfer”). (b) Without limiting the foregoing, any agreement pursuant to which: (x) Subtenant is relieved from the obligation to pay, or a third party agrees to pay on Subtenant’s behalf, all or any portion of Basic Rent, Escalation Charges or other charges due under this Sublease; and/or (y) a third party undertakes or is granted the right to assign or attempt to assign this Sublease or sublet or attempt to sublet all or any portion of the Subleased Premises, shall for all purposes hereof be bound by all deemed to be an assignment of this Sublease and subject to the provisions of this Article V;VI. Unless the stock or partnership interest (or other evidence of the ownership of Subtenant) is registered and publicly traded on an exchange regulated by the United States Securities and Exchange Commission, the provisions of this paragraph (a) shall apply to a transfer (by one or more transfers over the Sublease Term) of fifty one percent (51%) or more of the stock or partnership interests or other evidences of ownership of Subtenant as if such transfer were a prohibited assignment of this Sublease. (iic) a Transfer If, in violation of this Article 6, this Sublease be assigned, or if the Subleased Premises or any part thereof be sublet or occupied by anyone other than Subtenant and there is an Default of Subtenant, Sublandlord may, at any time and from time to any person time, collect rent and other charges from the assignee or entity who or which has made a tender offer for Seller's Common Stockoccupant, and apply the net amount collected to the rent and other charges herein reserved, but only no such assignment, subletting, occupancy, collection or modification of any provisions of this Sublease shall be deemed a waiver of this covenant, or the acceptance of the assignee or occupant as a Subtenant or a release of Subtenant from the further performance of covenants on the part of Subtenant to be performed hereunder. Any consent by Sublandlord to a particular subletting or occupancy shall not in any way diminish the prohibition stated in paragraph (a) of this Section 6.1 or the continuing liability of the original named Subtenant. No assignment or subletting hereunder shall relieve Subtenant from its obligations hereunder and Subtenant shall remain fully and primarily liable therefor. No such assignment, subletting, or occupancy shall affect or be contrary to Permitted Uses. Any consent by Sublandlord to a particular assignment, subletting or occupancy shall be revocable, and any assignment, subletting or occupancy shall be void ab initio, if the Board same shall fail to require that such assignee or occupant agree therein to be independently bound by and upon all of Directors the covenants, agreements, terms, provisions and conditions set forth in this Sublease on the part of Seller has recommended acceptance of such tender offer Subtenant to be kept and performed. (d) If Sublandlord (and Master Landlord to the stockholders extent required under the Master Lease), consents to Subtenant’s assignment of Seller; this Sublease or further sublease of the Subleased Premises at a rental or for other consideration in excess of the Rent due and payable by Subtenant under this Sublease, then Subtenant shall pay to Sublandlord, as “Additional Rent”: (iiia) a Transfer to Seller or any on the first day of its Subsidiaries; (iv) a Transfer to an Affiliate of Purchaser which is (or agrees to become) a party hereto; (v) a Transfer which is a bona fide pledge of, or grant of a security interest in, the Option Shares to an institutional, commercial, or other bona fide lender (including without limitation any securities brokerage) for money borrowed; (vi) a Transfer in connection with any registration statement of Seller that is declared effective each month during the term of this Article V and includes the Option Shares as a result of exercise of the registration rights granted pursuant to this Agreement; provided, however, that any such disposition by Purchaser sublease or an underwriter pursuant to this Section 5.1(vi) will be made in a manner which assignment, fifty percent (if pursuant to an underwritten offering, in the written opinion of the underwriter) is intended to effect a broad distribution with no Transfers of the Option Shares to any one "person" or "group" (as such terms are defined in and under Section 13(d50%) of the Exchange Act) if after such Transfers such person or group would beneficially hold in excess of 5 percent of Seller's Common Stock; or (vii) a Transfer permitted all rent and other consideration received from the sub-subtenant or assignee for such month over the Rent then payable to Sublandlord pursuant to Rule 144 under the Securities Act; provided, that Purchaser will use its best efforts to effect as wide provisions of this Sublease for said month (or if only a distribution portion of the Option Shares as Subleased Premises is reasonably practicablebeing sublet, the excess of all rent and other consideration due from the sub-subtenant for such month over the portion of the Rent then payable to Sublandlord pursuant to the provisions of this Sublease for said month), after deducting Subtenant’s reasonable, out-of-pocket transaction costs for brokerage commissions, legal fees, tenant improvements, and free rent. Notwithstanding the foregoing, this sharing of profits shall not apply to Permitted Transfers.

Restriction. For a period Tenant shall not have the right to assign this Lease or to sublet the Premises, in whole or in part, whether voluntarily or by operation of 3 years from law, without the date prior written consent of the initial ClosingLandlord, Purchaser covenants and agrees that it will which consent shall not and it will cause each of its "Affiliates" (as hereinafter defined) to not directly or indirectly sellbe unreasonably withheld, tender, transfer, pledge, hypothecate or otherwise dispose ofconditioned, or offer or agree delayed. It shall not be unreasonable for the Landlord to do any of the foregoing ("Transfer"), any interest in the Option Shares which may be owned "beneficially" (as that term is defined in Rule 13d-3 under the Exchange Act) or of record by it and such Affiliates, except: withhold consent if: (i) a Transfer to any person or entity who or which agrees to be bound it is not assured that substantially the same type, class, nature and quality of business, prestige, reputation, and financial soundness of ownership and management, is maintained by all the provisions of this Article V; proposed assignee/sub-tenant; (ii) a Transfer occupancy by the proposed assignee/sub-tenant would violate the terms of the Lease, cause the Landlord to be in breach of any person or entity who or which has made a tender offer for Seller's Common Stock, but only if the Board of Directors of Seller has recommended acceptance of such tender offer restrictive covenant relative to the stockholders Building or other leases, or increase the costs of Seller; operation for the Building; (iii) the Landlord’s Lender (described below) withholds its consent or Landlord’s granting consent would be a Transfer to Seller or any breach of its Subsidiaries; the Deed of Trust (described below); (iv) a Transfer any guarantor of the Lease fails or refuses to an Affiliate acknowledge its consent to the assignment/sublease and the continuing nature of Purchaser which is (its guaranty obligations; or agrees to become) a party hereto; (v) Tenant fails to provide Landlord with a Transfer which is a bona fide pledge ofcopy of the proposed assignment/sublease. All public advertisements of the assignment of the Lease or sublet of the Premises, or grant of a security interest inany portion thereof, shall be subject to prior written approval by Landlord, such approval not to be unreasonably withheld or delayed. Said public advertisement shall include, but not be limited to, the Option Shares placement or display of any signs or lettering on the exterior of the Premises or on the glass or any window or door of the Premises or in the interior of the Premises if it is visible from the exterior. If Landlord unreasonably withholds its consent, Tenant’s sole and exclusive remedy is specific performance and under no circumstances will Landlord be liable for damages. If Tenant is other than an individual, then the passage of majority interest in Tenant to parties other than those who presently own those interests shall be deemed an institutional, commercial, or other bona fide lender (including without limitation any securities brokerage) for money borrowed; (vi) a Transfer in connection with any registration statement of Seller that is declared effective during the term assignment of this Article V and includes the Option Shares Lease except that if a majority in interest of Tenant passes as a result of exercise a debt or equity financing of the registration Company. In no event shall this Lease be assignable by operation of any law . Tenant’s rights granted pursuant under this Lease may not become, and shall not be listed by Tenant as an asset under any bankruptcy, insolvency or reorganization proceedings. Notwithstanding anything in this Lease to the contrary, a breach of the restrictions of this Agreement; providedSection shall automatically be an Event of Default and Tenant shall have no right to notice of, howeveror right to cure, that any such disposition by Purchaser or an underwriter pursuant to this Section 5.1(vi) will be made in a manner which (if pursuant to an underwritten offering, in the written opinion of the underwriter) is intended to effect a broad distribution with no Transfers of the Option Shares to any one "person" or "group" (as such terms are defined in and under Section 13(d) of the Exchange Act) if after such Transfers such person or group would beneficially hold in excess of 5 percent of Seller's Common Stock; or (vii) a Transfer permitted pursuant to Rule 144 under the Securities Act; provided, that Purchaser will use its best efforts to effect as wide a distribution of the Option Shares as is reasonably practicabledefault.

Restriction. For a period of 3 years from the date of the initial Closing(a) Except as provided in this Article VI, Purchaser Tenant covenants and agrees that it will not and it will cause each whether voluntarily, involuntarily, by operation of its "Affiliates" (as hereinafter defined) to not directly or indirectly sell, tender, transfer, pledge, hypothecate law or otherwise dispose ofneither this Lease nor the term and estate hereby granted, nor any interest herein or therein, will be assigned, mortgaged, pledged, encumbered or otherwise transferred and that neither the Premises nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, or offer used or agree occupied or permitted to do be used or occupied, by anyone other than Tenant, or for any use or purpose other than a Permitted Use, or be sublet (which term, without limitation, shall include granting of concessions, licenses and the like) in whole or in part, or be offered or advertised for assignment or subletting. Without limiting the foregoing, any agreement pursuant to which: (x) Tenant is relieved from the obligation to pay, or a third party agrees to pay on Tenant’s behalf, all or any portion of Basic Rent, Escalation Charges or other charges due under this Lease; and/or (y) a third party undertakes or is granted the right to assign or attempt to assign this Lease or sublet or attempt to sublet all or any portion of the foregoing Premises, shall for all purposes hereof be deemed to be an assignment of this Lease and subject to the provisions of this Article VI. Unless the stock or partnership interest ("Transfer")or other evidence of the ownership of Tenant) is registered and publicly traded on an exchange regulated by the United States Securities and Exchange Commission, any interest in the Option Shares which may be owned "beneficially" provisions of this paragraph (as that term is defined in Rule 13d-3 under a) shall apply to a transfer (by one or more transfers over the Exchange ActTerm of this Lease) of fifty one percent (51%) or more of record the stock or partnership interests or other evidences of ownership of Tenant as if such transfer were a prohibited assignment of this Lease. (b) The provisions of paragraph (a) shall not apply to assignments or subleases of this Lease arising from or in connection with either: transactions with an entity into or with which Tenant is merged or consolidated, or to which substantially all of Tenant’s assets are transferred; or transactions with any entity which controls or is controlled by it and Tenant or is under common control with Tenant; provided that in either such Affiliates, exceptevent: (i) the successor to Tenant or sublessee has a Transfer net worth computed in accordance with generally accepted accounting principles consistently applied at least equal to the greater of (1) the net worth of Tenant (together with that of any person guarantor(s)) immediately prior to such merger, consolidation or entity who transfer, or which (2) the net worth of Tenant (together with that of any guarantor(s)) herein named on the date of this Lease, (ii) proof satisfactory to Landlord of such net worth shall have been delivered to Landlord at least 10 days prior to the effective date of any such transaction, and (iii) the assignee or sublessee agrees directly with Landlord, by written instrument in form satisfactory to Landlord, to be bound by all the obligations of Tenant hereunder including, without limitation, the covenant against further assignment and subletting. (c) If, in violation of this Article 6, this Lease be assigned, or if the Premises or any part thereof be sublet or occupied by anyone other than Tenant and there is an Default of Tenant, Landlord may, at any time and from time to time, collect rent and other charges from the assignee, subtenant or occupant, and apply the net amount collected to the rent and other charges herein reserved, but no such assignment, subletting, occupancy, collection or modification of any provisions of this Article V; Lease shall be deemed a waiver of this covenant, or the acceptance of the assignee, subtenant or occupant as a tenant or a release of Tenant from the further performance of covenants on the part of Tenant to be performed hereunder. Any consent by Landlord to a particular subletting or occupancy shall not in any way diminish the prohibition stated in paragraph (iia) of this Section 6.1 or the continuing liability of the original named Tenant. No assignment or subletting hereunder shall relieve Tenant from its obligations hereunder and Tenant shall remain fully and primarily liable therefor No such assignment, subletting, or occupancy shall affect or be contrary to Permitted Uses. Any consent by Landlord to a Transfer to particular assignment, subletting or occupancy shall be revocable, and any person assignment, subletting or entity who or which has made a tender offer for Seller's Common Stockoccupancy shall be void ab initio, but only if the Board of Directors of Seller has recommended acceptance of same shall fail to require that such tender offer assignee, subtenant or occupant agree therein to the stockholders of Seller; (iii) a Transfer to Seller or any of its Subsidiaries; (iv) a Transfer to an Affiliate of Purchaser which is (or agrees to become) a party hereto; (v) a Transfer which is a bona fide pledge of, or grant of a security interest in, the Option Shares to an institutional, commercial, or other bona fide lender (including without limitation any securities brokerage) for money borrowed; (vi) a Transfer in connection with any registration statement of Seller that is declared effective during the term of this Article V be independently bound by and includes the Option Shares as a result of exercise upon all of the registration rights granted pursuant covenants, agreements, terms, provisions and conditions set forth in this Lease on the part of Tenant to this Agreement; provided, however, that any such disposition by Purchaser or an underwriter pursuant to this Section 5.1(vi) will be made in a manner which (if pursuant to an underwritten offering, in the written opinion of the underwriter) is intended to effect a broad distribution with no Transfers of the Option Shares to any one "person" or "group" (as such terms are defined in kept and under Section 13(d) of the Exchange Act) if after such Transfers such person or group would beneficially hold in excess of 5 percent of Seller's Common Stock; or (vii) a Transfer permitted pursuant to Rule 144 under the Securities Act; provided, that Purchaser will use its best efforts to effect as wide a distribution of the Option Shares as is reasonably practicableperformed.

Restriction. For a period of 3 years from the date of the initial Closing(a) Except as provided in this Article VI, Purchaser Tenant covenants and agrees that it will not and it will cause each whether voluntarily, involuntarily, by operation of its "Affiliates" (as hereinafter defined) to not directly or indirectly sell, tender, transfer, pledge, hypothecate law or otherwise dispose ofneither this Lease nor the term and estate hereby granted, nor any interest herein or therein, will be assigned, mortgaged, pledged, encumbered or otherwise transferred and that neither the Premises nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, or offer used or agree occupied or permitted to do be used or occupied, by anyone other than Tenant, or for any use or purpose other than a Permitted Use, or be sublet (which term, without limitation, shall include granting of concessions, licenses and the like) in whole or in part, or be offered or advertised for assignment or subletting. Without limiting the foregoing, any agreement pursuant to which: (x) Tenant is relieved from the obligation to pay, or a third party agrees to pay on Tenant’s behalf, all or any portion of Basic Rent, Escalation Charges or other charges due under this Lease; and/or (y) a third party undertakes or is granted the right to assign or attempt to assign this Lease or sublet or attempt to sublet all or any portion of the foregoing Premises, shall for all purposes hereof be deemed to be an assignment of this Lease and subject to the provisions of this Article VI. The provisions of this paragraph ("Transfer")a) shall apply to a transfer (by one or more transfers) of a majority of the stock or partnership interests or other evidences of ownership of Tenant as if such transfer were an assignment of this Lease. (b) The provisions of paragraph (a) shall not apply to, and Landlord’s consent shall not be required for, either: transactions with an entity into or with which Tenant is merged or consolidated, or to which substantially all of Tenant’s assets are transferred; or transactions with any interest entity which controls or is controlled by Tenant or is under common control with Tenant; provided that in the Option Shares which may be owned "beneficially" (as that term is defined in Rule 13d-3 under the Exchange Act) or of record by it and either such Affiliates, exceptevent: (i) the successor to Tenant has a Transfer tangible net worth computed in accordance with generally accepted accounting principles consistently applied at least equal to the greater of (1) the tangible net worth of Tenant immediately prior to such merger, consolidation or transfer, or (2) the tangible net worth of Tenant herein named on the date of this Lease, (ii) proof satisfactory to Landlord of such net worth shall have been delivered to Landlord at least 10 Business Days prior to the effective date of any person or entity who or which such transaction, and (iii) the assignee agrees directly with Landlord, by written instrument in form satisfactory to Landlord, to be bound by all the obligations of Tenant hereunder including, without limitation, the covenant against further assignment and subletting. (c) If this Lease be assigned, or if the Premises or any part thereof be sublet or occupied by anyone other than Tenant, in violation of this Article 6, Landlord may, at any time and from time to time, collect rent and other charges from the assignee, subtenant or occupant, and apply the net amount collected to the rent and other charges herein reserved, but no such assignment, subletting, occupancy, collection or modification of any provisions of this Article V; Lease shall be deemed a waiver of this covenant, or the acceptance of the assignee, subtenant or occupant as a tenant or a release of Tenant from the further performance of covenants on the part of Tenant to be performed hereunder. Any consent by Landlord to a particular subletting or occupancy shall not in any way diminish the prohibition stated in paragraph (iia) of this Section 6.1 or the continuing liability of the original named Tenant. No assignment or subletting hereunder shall relieve Tenant from its obligations hereunder and Tenant shall remain fully and primarily liable therefor. No such assignment, subletting, or occupancy shall affect or be contrary to Permitted Uses. Any consent by Landlord to a Transfer to particular assignment, subletting or occupancy shall be revocable, and any person assignment, subletting or entity who or which has made a tender offer for Seller's Common Stockoccupancy shall be void ab initio, but only if the Board of Directors of Seller has recommended acceptance of same shall fail to require that such tender offer assignee, subtenant or occupant agree therein to the stockholders of Seller; (iii) a Transfer to Seller or any of its Subsidiaries; (iv) a Transfer to an Affiliate of Purchaser which is (or agrees to become) a party hereto; (v) a Transfer which is a bona fide pledge of, or grant of a security interest in, the Option Shares to an institutional, commercial, or other bona fide lender (including without limitation any securities brokerage) for money borrowed; (vi) a Transfer in connection with any registration statement of Seller that is declared effective during the term of this Article V be independently bound by and includes the Option Shares as a result of exercise upon all of the registration rights granted pursuant covenants, agreements, terms, provisions and conditions set forth in this Lease on the part of Tenant to this Agreement; provided, however, that any such disposition by Purchaser or an underwriter pursuant to this Section 5.1(vi) will be made in a manner which (if pursuant to an underwritten offering, in the written opinion of the underwriter) is intended to effect a broad distribution with no Transfers of the Option Shares to any one "person" or "group" (as such terms are defined in kept and under Section 13(d) of the Exchange Act) if after such Transfers such person or group would beneficially hold in excess of 5 percent of Seller's Common Stock; or (vii) a Transfer permitted pursuant to Rule 144 under the Securities Act; provided, that Purchaser will use its best efforts to effect as wide a distribution of the Option Shares as is reasonably practicableperformed.

Restriction. For a period of 3 years from the date of the initial Closing, Purchaser covenants and Each Seller agrees that it during the Restricted Period, such Seller will not and it will cause each not, without the prior written consent of Buyer (which may be withheld in its "Affiliates" (as hereinafter defined) to not sole discretion), anywhere within the Territory, directly or indirectly sellown, tendermanage, transferfinance or control, pledgeor participate in the ownership, hypothecate management, financing or otherwise dispose control of, or offer become engaged or agree to do any of the foregoing ("Transfer")serve as an officer, any interest in the Option Shares which may be owned "beneficially" director, employee, agent, consultant, advisor or representative of, a business that provides Competing Services (as that term is defined in Rule 13d-3 under the Exchange Actbelow) or of record by it and such Affiliates, except: (i) a Transfer to any person or entity who or which agrees to be bound by all the provisions of this Article V; (ii) a Transfer to any person or entity who or which has made a tender offer for Seller's Common Stock, but only if the Board of Directors of Seller has recommended acceptance of such tender offer to the stockholders of Seller; (iii) a Transfer to Seller or any of its Subsidiaries; (iv) a Transfer to an Affiliate of Purchaser which is (or agrees to become) a party hereto; (v) a Transfer which is a bona fide pledge of, or grant of a security interest in, the Option Shares to an institutional, commercial, or other bona fide lender (including without limitation any securities brokerage) for money borrowed; (vi) a Transfer in connection with any registration statement of Seller that is declared effective during the term of this Article V and includes the Option Shares as a result of exercise of the registration rights granted pursuant to this Agreement“Competitor”); provided, however, that (i) such Seller may own, as a passive investment, equity interests of any Competitor if (A) such disposition by Purchaser equity interests are listed on a national securities exchange or an underwriter pursuant to this Section 5.1(vi) will be made in traded on a manner which (if pursuant to an underwritten offering, national market system in the written opinion United States, (B) such Seller, together with any of the underwritersuch Seller’s Affiliates and immediate family members, owns beneficially (directly or indirectly) is intended to effect a broad distribution with no Transfers of the Option Shares to any less than one "person" or "group" percent (as such terms are defined in and under Section 13(d1%) of the Exchange Acttotal issued and outstanding equity interests of such entity, and (C) if after neither such Transfers Seller nor any of such person Seller’s Affiliates or group would beneficially hold in excess immediate family members is otherwise associated directly or indirectly with such Competitor or any of 5 percent such Competitor’s Affiliates and (ii) the provisions of Seller's Common Stock; or this Agreement shall not restrict such Seller from being employed directly by the United States federal government or any state government entity. For purposes of this Agreement: (viii) a Transfer permitted pursuant to Rule 144 under the Securities Act; provided, that Purchaser will use its best efforts to effect as wide a distribution “Restricted Period” means the period from the Closing until the later of (A) the third (3rd) anniversary of the Option Shares Closing Date or (B) the two (2) year anniversary of the date on which the applicable Seller is no longer an employee, consultant or independent contractor of the Covered Parties (a “Seller Separation”); (ii) “Territory” means the Commonwealth of Massachusetts and any other markets in which the Company (or its Subsidiaries) provides Competing Services as of the Closing Date or is reasonably practicableproviding Competing Services as of the date of the applicable Seller Separation or provided Competing Services during the twelve (12) month period prior thereto; and (iii) “Competing Services” means selling or providing any products or services that are competitive with the products or services that are sold or provided or are actively contemplated to be sold or provided (and for which the Company or its Subsidiaries have made substantial efforts or expended substantial resources prior to such date) by the Company or its Subsidiaries as of the Closing Date or between the Closing Date and the date of the applicable Seller Separation, including the provision of engineering and technology staffing services.

Restriction. For a period of 3 years from the date of the initial Closing(a) Except as provided in this Article VI, Purchaser Tenant covenants and agrees that it will not and it will cause each whether voluntarily, involuntarily, by operation of its "Affiliates" (as hereinafter defined) to not directly or indirectly sell, tender, transfer, pledge, hypothecate law or otherwise dispose ofneither this Lease nor the term and estate hereby granted, nor any interest herein or therein, will be assigned, mortgaged, pledged, encumbered or otherwise transferred and that neither the Premises nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, or offer used or agree occupied or permitted to do be used or occupied, by anyone other than Tenant, or for any use or purpose other than a Permitted Use, or be sublet (which term, without limitation, shall include granting of concessions, licenses and the like) in whole or in part, or be offered or advertised for assignment or subletting. Without limiting the foregoing, any agreement pursuant to which: (x) Tenant is relieved from the obligation to pay, or a third party agrees to pay on Tenant’s behalf, all or any portion of Basic Rent, Escalation Charges or other charges due under this Lease; and/or (y) a third party undertakes or is granted the right to assign or attempt to assign this Lease or sublet or attempt to sublet all or any portion of the foregoing Premises, shall for all purposes hereof be deemed to be an assignment of this Lease and subject to the provisions of this Article VI. The provisions of this paragraph ("Transfer")a) shall apply to a transfer (by one or more transfers) of a majority of the stock or partnership interests or other evidences of ownership of Tenant as if such transfer were an assignment of this Lease. (b) The provisions of paragraph (a) shall not apply to, and Xxxxxxxx’s consent shall not be required for, either: transactions with an entity into or with which Tenant is merged or consolidated, or to which substantially all of Tenant’s assets are transferred; or transactions with any interest entity which controls or is controlled by Tenant or is under common control with Tenant; provided that in the Option Shares which may be owned "beneficially" (as that term is defined in Rule 13d-3 under the Exchange Act) or of record by it and either such Affiliates, exceptevent: (i) the successor to Xxxxxx has a Transfer tangible net worth computed in accordance with generally accepted accounting principles consistently applied at least equal to the greater of (1) the tangible net worth of Tenant immediately prior to such merger, consolidation or transfer, or (2) the tangible net worth of Tenant herein named on the date of this Lease, (ii) proof satisfactory to Landlord of such net worth shall have been delivered to Landlord at least 10 Business Days prior to the effective date of any person or entity who or which such transaction, and (iii) the assignee agrees directly with Xxxxxxxx, by written instrument in form satisfactory to Landlord, to be bound by all the obligations of Tenant hereunder including, without limitation, the covenant against further assignment and subletting. (c) If this Lease be assigned, or if the Premises or any part thereof be sublet or occupied by anyone other than Tenant, in violation of this Article 6, Landlord may, at any time and from time to time, collect rent and other charges from the assignee, subtenant or occupant, and apply the net amount collected to the rent and other charges herein reserved, but no such assignment, subletting, occupancy, collection or modification of any provisions of this Article V; Lease shall be deemed a waiver of this covenant, or the acceptance of the assignee, subtenant or occupant as a tenant or a release of Tenant from the further performance of covenants on the part of Tenant to be performed hereunder. Any consent by Landlord to a particular subletting or occupancy shall not in any way diminish the prohibition stated in paragraph (iia) of this Section 6.1 or the continuing liability of the original named Tenant. No assignment or subletting hereunder shall relieve Tenant from its obligations hereunder and Xxxxxx shall remain fully and primarily liable therefor. No such assignment, subletting, or occupancy shall affect or be contrary to Permitted Uses. Any consent by Landlord to a Transfer to particular assignment, subletting or occupancy shall be revocable, and any person assignment, subletting or entity who or which has made a tender offer for Seller's Common Stockoccupancy shall be void ab initio, but only if the Board of Directors of Seller has recommended acceptance of same shall fail to require that such tender offer assignee, subtenant or occupant agree therein to the stockholders of Seller; (iii) a Transfer to Seller or any of its Subsidiaries; (iv) a Transfer to an Affiliate of Purchaser which is (or agrees to become) a party hereto; (v) a Transfer which is a bona fide pledge of, or grant of a security interest in, the Option Shares to an institutional, commercial, or other bona fide lender (including without limitation any securities brokerage) for money borrowed; (vi) a Transfer in connection with any registration statement of Seller that is declared effective during the term of this Article V be independently bound by and includes the Option Shares as a result of exercise upon all of the registration rights granted pursuant covenants, agreements, terms, provisions and conditions set forth in this Lease on the part of Tenant to this Agreement; provided, however, that any such disposition by Purchaser or an underwriter pursuant to this Section 5.1(vi) will be made in a manner which (if pursuant to an underwritten offering, in the written opinion of the underwriter) is intended to effect a broad distribution with no Transfers of the Option Shares to any one "person" or "group" (as such terms are defined in kept and under Section 13(d) of the Exchange Act) if after such Transfers such person or group would beneficially hold in excess of 5 percent of Seller's Common Stock; or (vii) a Transfer permitted pursuant to Rule 144 under the Securities Act; provided, that Purchaser will use its best efforts to effect as wide a distribution of the Option Shares as is reasonably practicableperformed.

Restriction. For a period of 3 years from ATC through its subsidiaries intends to continue and expand the date of the initial Closing, Purchaser covenants and agrees that it will not and it will cause each of its "Affiliates" (as hereinafter defined) to not directly or indirectly sell, tender, transfer, pledge, hypothecate or otherwise dispose of, or offer or agree to do any of the foregoing ("Transfer"), any interest in the Option Shares which may be owned "beneficially" (as that term is defined in Rule 13d-3 under the Exchange Act) or of record business heretofore conducted by it and such Affiliatesthem and it and in connection therewith ATC and its subsidiaries have invested and may in the future be required to invest substantial sums of money, except: (i) a Transfer directly or indirectly, and as Gearon recognizes that ATC would be substantially injured by Gearon disclosing to others, or by Gearon using for his own benefit, any person Intellectual Property or entity who any other Confidential Information he has obtained or which agrees to be bound by all the provisions of this Article V; (ii) a Transfer to any person or entity who or which has made a tender offer for Seller's Common Stock, but only if the Board of Directors of Seller has recommended acceptance of such tender offer to the stockholders of Seller; (iii) a Transfer to Seller shall obtain from ATC or any of its Subsidiaries;subsidiaries, or which he may now possess and which he has made available to ATC or any of its subsidiaries, Gearon agrees that during the Restricted Period: (iva) a Transfer to Neither he nor any member of his Immediate Family will be interested, directly or indirectly, as an Affiliate of Purchaser which is (or agrees to become) a party hereto; (v) a Transfer which is a bona fide pledge of, or grant of a security interest in, the Option Shares to an institutional, commercial, or investor in any other bona fide lender Entity (including without limitation either Gearon Entity), business or enterprise within the Covered Territory, which is engaged in any Proscribed Activity (except as an investor in securities brokerage(i) for money borrowed;issued by ATC or any of its subsidiaries or (ii) listed on a national securities exchange or actively traded over the counter so long as such investments are in amounts not significant as compared to his total investments and do not exceed one percent (1%) of the outstanding securities of the issuer of the same class or issue); and (vib) a Transfer Other than in connection with his serving as an officer and/or director of ATC and its subsidiaries, he will not, directly or indirectly, for his own account or as employee, officer, director, partner, trustee, principal, member, joint venturer, agent, adviser, consultant or otherwise, engage within the Covered Territory, in any registration statement phase of Seller any Proscribed Activity. Gearon further agrees that is declared effective during the term Restricted Period, he will not, directly or indirectly, solicit business for a Proscribed Activity from any Person, business or enterprise which is, or proposes to be, a customer of ATC or any of its subsidiaries or any of their respective successors or assigns, or from any Person, business or enterprise with which ATC or any of its subsidiaries or any of their respective successors or assigns is negotiating or holding discussion or to which it has made a proposal at the time of such termination, induce any such Person, business or enterprise not to undertake, or to curtail or cancel business with ATC or any of its subsidiaries or any of their respective successors or assigns, induce or attempt to induce any employee of ATC or any of its subsidiaries or any of their respective successors or assigns to terminate his employment therewith, or intentionally divulge or utilize for the direct or indirect benefit (financial or other) of himself or any other Person, business or enterprise, any Intellectual Property or any Confidential Information he has obtained as an officer, director and/or stockholder of ATC or any of its subsidiaries. This Agreement shall be deemed to consist of a series of separate covenants, one for each line of business carried on by ATC and its subsidiaries and each region included within the geographic areas referred to in this Article V Section. Gearon and includes the Option Shares as a result of exercise ATC are of the registration rights granted pursuant to this Agreement; providedbelief that the Restricted Period, however, that any such disposition by Purchaser or an underwriter pursuant to this Section 5.1(vi) will be made in a manner which (if pursuant to an underwritten offeringthe Proscribed Activity and the Covered Territory herein specified are reasonable, in the written opinion light of the underwriter) is intended to effect a broad distribution with no Transfers circumstances as they exist on the date upon which this Agreement has been executed, including without limitation the nature of the Option Shares business in which ATC and its subsidiaries are engaged and proposes to engage, the state of their product development and Gearon's knowledge of such business and his prior affiliations with and interest in ATC. However, if such period, activity or area should be adjudged unreasonable in any one "person" Legal Action, whether at law or "group" (in equity, then the Restricted Period shall be reduced by such period of time, the Proscribed Activity shall be reduced by such activities, or the Covered Territory shall be reduced by such area, or any combination thereof, as are deemed unreasonable, so that this covenant may be enforced in such terms are defined in area, with respect to such activities and under Section 13(d) during such period of the Exchange Act) if after such Transfers such person or group would beneficially hold in excess of 5 percent of Seller's Common Stock; or (vii) a Transfer permitted pursuant to Rule 144 under the Securities Act; provided, that Purchaser will use its best efforts to effect as wide a distribution of the Option Shares time as is reasonably practicableadjudged to be reasonable.

Restriction. For a period of 3 years from the date of the initial Closing(a) Except as provided in this Article VI, Purchaser Tenant covenants and agrees that it will not and it will cause each whether voluntarily, involuntarily, by operation of its "Affiliates" (as hereinafter defined) to not directly or indirectly sell, tender, transfer, pledge, hypothecate law or otherwise dispose ofneither this Lease nor the term and estate hereby granted, nor any interest herein or therein, will be assigned, mortgaged, pledged, encumbered or otherwise transferred and that neither the Premises nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, or offer used or agree occupied or permitted to do be used or occupied, by anyone other than Tenant, or for any use or purpose other than a Permitted Use, or be sublet (which term, without limitation, shall include granting of concessions, licenses and the like) in whole or in part, or be offered or advertised for assignment or subletting. Without limiting the foregoing, any agreement pursuant to which: (x) Tenant is relieved from the obligation to pay, or a third party agrees to pay on Tenant’s behalf, all or any portion of Basic Rent, Escalation Charges or other charges due under this Lease; and/or (y) a third party undertakes or is granted the right to assign or attempt to assign this Lease or sublet or attempt to sublet all or any portion of the foregoing Premises, shall for all purposes hereof be deemed to be an assignment of this Lease and subject to the provisions of this Article VI. Unless the stock or partnership interest ("Transfer")or other evidence of the ownership of Tenant) is registered and publicly traded on an exchange regulated by the United States Securities and Exchange Commission, any interest in the Option Shares which may be owned "beneficially" provisions of this paragraph (as that term is defined in Rule 13d-3 under a) shall apply to a transfer (by one or more transfers over the Exchange ActTerm of this Lease) of thirty percent (30%) or more of record the stock or partnership interests or other evidences of ownership of Tenant as if such transfer were a prohibited assignment of this Lease. (b) The provisions of paragraph (a) shall not apply to either: transactions with an entity into or with which Tenant is merged or consolidated, or to which substantially all of Tenant’s assets are transferred; or transactions with any entity (a “Tenant Affiliate”) which controls or is controlled by it and Tenant or is under common control with Tenant; provided that in either such Affiliatesevent, exceptat the time of such transaction there exists no Default of Tenant hereunder and: (i) if the successor to Tenant is not a Transfer Tenant Affiliate, then as of the date immediately preceding the date of the transfer, the financial strength of (1) the successor to Tenant, or (2) the purchaser of substantially all of the assets of Tenant, is not less than that of Tenant as determined (x) based on credit ratings of such entity and Tenant by both Xxxxx’x and Standard & Poor’s, or (y) if such credit ratings do not exist, then in accordance with Xxxxx’x KMV RiskCalc; and (ii) written notice of such transfer (which shall include evidence reasonably satisfactory to Landlord of such financial strength, it being agreed that a copy of the transferee’s most recently available annual financial statement certified by the chief financial officer of the transferee, whether or not audited, shall be deemed evidence reasonably satisfactory to Landlord) shall have been delivered to Landlord at least fifteen (15) business days prior to the effective date of any person or entity who or which such transaction, and (iii) the assignee agrees directly with Landlord, by written instrument in form reasonably satisfactory to Landlord, to be bound by all the obligations of Tenant hereunder including, without limitation, the covenant against further assignment and subletting. (c) If, in violation of this Article 6, this Lease be assigned, or if the Premises or any part thereof be sublet or occupied by anyone other than Tenant, Landlord may, at any time and from time to time, collect rent and other charges from the assignee, subtenant or occupant, and apply the net amount collected to the rent and other charges herein reserved, but no such assignment, subletting, occupancy, collection or modification of any provisions of this Article V; Lease shall be deemed a waiver of this covenant, or the acceptance of the assignee, subtenant or occupant as a tenant or a release of Tenant from the further performance of covenants on the part of Tenant to be performed hereunder. Any consent by Landlord to a particular subletting or occupancy shall not in any way diminish the prohibition stated in paragraph (iia) of this Section 6.1 or the continuing liability of the original named Tenant. No assignment or subletting hereunder shall relieve Tenant from its obligations hereunder and Tenant shall remain fully and primarily liable therefor. No such assignment, subletting, or occupancy shall affect or be contrary to Permitted Uses. Any consent by Landlord to a Transfer to particular assignment, subletting or occupancy shall be revocable, and any person assignment, subletting or entity who or which has made a tender offer for Seller's Common Stockoccupancy shall be void ab initio, but only if the Board of Directors of Seller has recommended acceptance of same shall fail to require that such tender offer assignee, subtenant or occupant agree therein to the stockholders of Seller; (iii) a Transfer to Seller or any of its Subsidiaries; (iv) a Transfer to an Affiliate of Purchaser which is (or agrees to become) a party hereto; (v) a Transfer which is a bona fide pledge of, or grant of a security interest in, the Option Shares to an institutional, commercial, or other bona fide lender (including without limitation any securities brokerage) for money borrowed; (vi) a Transfer in connection with any registration statement of Seller that is declared effective during the term of this Article V be independently bound by and includes the Option Shares as a result of exercise upon all of the registration rights granted pursuant covenants, agreements, terms, provisions and conditions set forth in this Lease on the part of Tenant to this Agreement; provided, however, that any such disposition by Purchaser or an underwriter pursuant to this Section 5.1(vi) will be made in a manner which (if pursuant to an underwritten offering, in the written opinion of the underwriter) is intended to effect a broad distribution with no Transfers of the Option Shares to any one "person" or "group" (as such terms are defined in kept and under Section 13(d) of the Exchange Act) if after such Transfers such person or group would beneficially hold in excess of 5 percent of Seller's Common Stock; or (vii) a Transfer permitted pursuant to Rule 144 under the Securities Act; provided, that Purchaser will use its best efforts to effect as wide a distribution of the Option Shares as is reasonably practicableperformed.

Restriction. For Except as otherwise provided in Sections 6.13(c) and (d) below, for a period of 3 two (2) years from after the date of Closing Date (the initial Closing, Purchaser covenants and agrees that it will not and it will cause each of its "Affiliates" (as hereinafter defined) to not directly or indirectly sell, tender, transfer, pledge, hypothecate or otherwise dispose of, or offer or agree to do any of the foregoing ("Transfer"“Restrictive Period”), the Covered Providers shall not, either directly on their own or in combination with any interest in the Option Shares which may be owned "beneficially" (as that term is defined in Rule 13d-3 under the Exchange Act) or of record by it and such AffiliatesOther Provider, exceptsolicit Existing Customers to: (i) a Transfer to any person or entity who or which agrees to be bound by all the provisions of this Article Vterminate their relationship with Buyer; (ii) a Transfer to any person or entity who or which has made a tender offer for Seller's Common Stock, but only if the Board of Directors of Seller has recommended acceptance of such tender offer to the stockholders of Seller;reduce their expenditures with Buyer; or (iii) purchase Restricted Services from a Transfer Covered Provider or any Other Provider without first providing Buyer with written notice of its proposed solicitation to such Existing Customer, and providing Buyer the first opportunity to provide such services on Seller’s behalf (pursuant to the MSRA or otherwise) by presenting a full proposal (including pricing) to Seller or any of its Subsidiaries; with respect to such Existing Customer (iv) a Transfer to an Affiliate of Purchaser which is (or agrees to become) a party hereto; (v) a Transfer which is a bona fide pledge of, or grant of a security interest in, the Option Shares to an institutional, commercial, or other bona fide lender (including without limitation any securities brokerage) for money borrowed; (vi) a Transfer in connection with any registration statement of Seller that is declared effective during the term of this Article V and includes the Option Shares as a result of exercise of the registration rights granted pursuant to this Agreement“Buyer Services Proposal”); provided, however, (A) that Buyer shall have a period of ten (10) Business Days from receipt of Seller’s written notice to reply with its Buyer Services Proposal, after which time, if no Buyer Services Proposal has been received, Seller shall be permitted to provide such Restricted Services to such Existing Customer in any way it so chooses, including either alone or with any Other Provider; and (B) that, except as set forth in Section 6.13(b)(iv), Seller shall be under no obligation to accept the terms of any such disposition Buyer Services Proposal, and that following evaluation of such Buyer Services Proposal by Purchaser Seller, Seller shall be permitted to provide such Restricted Services to such Existing Customer in any way it so chooses, including either alone or an underwriter pursuant with any Other Provider. (iv) Notwithstanding anything contained in Section 6.13(b)(iii) to this Section 5.1(vi) will be made in a manner which (if pursuant to an underwritten offeringthe contrary, in the written opinion of the underwriter) is intended to effect event that Buyer timely provides Seller with a broad distribution with no Transfers of the Option Shares to any one "person" or "group" Buyer Services Proposal (as provided therein) and Seller reasonably determines that such Buyer Services Proposal is a Qualifying Offer (as defined below), then Seller shall accept the Buyer Services Proposal. As used herein, the term “Qualifying Offer” means a Buyer Services Proposal that, with respect to the applicable opportunity for the applicable Existing Customer, adequately addresses to the satisfaction of such Existing Customer: (A) the full scope of services for such opportunity; (B) the contractual terms are defined in and under Section 13(dconditions for such opportunity; and (C) of the Exchange Act) if after pricing for such Transfers such person or group would beneficially hold in excess of 5 percent of Seller's Common Stock; or (vii) a Transfer permitted pursuant to Rule 144 under the Securities Act; provided, that Purchaser will use its best efforts to effect as wide a distribution of the Option Shares as is reasonably practicableopportunity.