Common use of Restriction Clause in Contracts

Restriction. The Subject Party hereby agrees that during the period from the Closing until the two (2) year anniversary of the Closing Date (the “Restricted Period”) the Subject Party will not, and will cause its Affiliates not to, directly or indirectly, without the prior written consent of the Purchaser (which may be withheld in its sole discretion), anywhere in the United States or in any other markets in which the Covered Parties are engaged, or are actively contemplating to become engaged, in the Business as of the Closing Date or during the Restricted Period (the “Territory”), directly or indirectly engage in the Business (other than through a Covered Party) or own, manage, finance or control, or participate in the ownership, management, financing or control of, or become engaged or serve as an officer, director, member, partner, employee, agent, consultant, contractor, advisor or representative of, a business or entity (other than a Covered Party) that engages in the Business (a “Competitor”). Notwithstanding the foregoing, the Subject Party and its Affiliates may own passive investments of no more than two percent (2%) of any class of outstanding equity interests in a Competitor, so long as the Subject Party and its Affiliates and immediate family members are not involved in the management or control of such Competitor (“Permitted Ownership”).

Restriction. The Subject Party hereby agrees that during the period from the Closing until the two three (23) year anniversary of the Closing Date (such period, the “Restricted Period”) ), the Subject Party will not, and will cause its Affiliates not to, directly or indirectly, without the prior written consent of the Purchaser Pubco (which may be withheld in its sole discretion), anywhere in the United States Cayman Islands, the British Virgin Islands, Hong Kong, Singapore, and People’s Republic of China or in any other markets in which the Covered Parties are engaged, or are actively contemplating to become engaged, engaged in the Business as of the Closing Date or during the Restricted Period (the “Territory”), directly or indirectly engage in the Business (other than through a Covered Party) or own, manage, finance or control, or participate in the ownership, management, financing or control of, or become engaged or serve as an officer, director, member, partner, employee, agent, consultant, contractor, advisor or representative of, a business or entity (other than a Covered Party) that engages in the Business (a “Competitor”). Notwithstanding the foregoing, the Subject Party and its Affiliates may own passive investments of no more than two three percent (23%) of any class of the total issued and outstanding equity interests in of a CompetitorCompetitor that is publicly traded, so long as the Subject Party and its Affiliates and immediate family members are not directly or indirectly involved in the management or control of such Competitor (“Permitted Ownership”).

Restriction. The Subject Party hereby agrees that during the period from the Closing until the two (2) year anniversary of the Closing Date (the “Restricted Period”) the Subject Party will not, and will cause its Affiliates not to, directly or indirectly, without the prior written consent of the Purchaser Parent (which may be withheld in its sole discretion), anywhere in the United States or in any other markets in which the Covered Parties are engaged, or are actively contemplating to become engaged, in the Business as of the Closing Date or during the Restricted Period (the “Territory”), directly or indirectly engage in the Business (other than through a Covered Party) or own, manage, finance or control, or participate in the ownership, management, financing or control of, or become engaged or serve as an officer, director, member, partner, employee, agent, consultant, contractor, advisor or representative of, a business or entity (other than a Covered Party) that engages in the Business (a “Competitor”). Notwithstanding the foregoing, the Subject Party and its Affiliates may own passive investments of no more than two percent (2%) of any class of outstanding equity interests in a Competitor, so long as the Subject Party and its Affiliates and immediate family members are not involved in the management or control of such Competitor (“Permitted Ownership”).

Restriction. The Subject Party hereby agrees that during the period from the Closing until the two (2) year eighteen months anniversary of the Closing Date (such period, the “Restricted Period”) the Subject Party will not, and will cause his, her or its Affiliates (other than Pubco and its subsidiaries) not to, directly or indirectly, without the prior written consent of the Purchaser (which may be withheld in its sole discretion)Pubco, anywhere in the United States North America, People’s Republic of China or in any other markets in which the Covered Parties Company and its subsidiaries are engaged, or are actively contemplating to become engaged, engaged in the Business as of the Closing Date or during the Restricted Period (the “Territory”), directly or indirectly engage in the Business (other than through a Covered Party) or own, manage, finance or control, or participate in the ownership, management, financing or control of, or become engaged or serve as an officer, director, member, partner, employee, agent, consultant, contractor, advisor or representative of, a business or entity (other than a Covered Party) that engages in the Business in the Territory (a “Competitor”). Notwithstanding the foregoing, the Subject Party and his, her or its Affiliates may own passive investments of no more than two percent (2%) beneficial ownership of any class of outstanding equity interests in a CompetitorCompetitor that is publicly traded, so long as the Subject Party and his, her or its Affiliates and immediate family members are not involved in the management or control of such Competitor (“Permitted Ownership”)Competitor.

Restriction. The Subject Party hereby agrees that during the period from the Closing until the two (2) year anniversary of the Closing Date (such period, the “Restricted Period”) the Subject Party will not, and will cause his, her or its Affiliates (other than Pubco and its subsidiaries) not to, directly or indirectly, without the prior written consent of the Purchaser (which may be withheld in its sole discretion)Pubco, anywhere in the United States North America or in any other markets in which the Covered Parties Company and its subsidiaries are engaged, or are actively contemplating to become engaged, engaged in the Business as of the Closing Date or during the Restricted Period (the “Territory”), directly or indirectly engage in the Business (other than through a Covered Party) or own, manage, finance or control, or participate in the ownership, management, financing or control of, or become engaged or serve as an officer, director, member, partner, employee, agent, consultant, contractor, advisor or representative of, a business or entity (other than a Covered Party) that engages in the Business in the Territory (a “Competitor”). Notwithstanding the foregoing, the Subject Party and his, her or its Affiliates may own passive investments of no more than two percent (2%) beneficial ownership of any class of outstanding equity interests in a CompetitorCompetitor that is publicly traded, so long as the Subject Party and his, her or its Affiliates and immediate family members are not involved in the management or control of such Competitor (“Permitted Ownership”)Competitor.

Restriction. The Subject Party hereby agrees that during the period from the Closing until the two one (21) year anniversary of the Closing Date (the “Restricted Period”) ), the Subject Party will not, and will cause its Affiliates not to, directly or indirectly, without the prior written consent of the Purchaser (which may be withheld in its sole discretion), anywhere in the United States PRC or in any other markets in which the Covered Parties are engaged, or are actively contemplating to become engaged, in the Business as of the Closing Date or during the Restricted Period (the “Territory”), directly or indirectly engage in the Business (other than through a Covered Party) or own, manage, finance or control, or participate in the ownership, management, financing or control of, or become engaged or serve as an officer, director, member, partner, employee, agent, consultant, contractor, advisor or representative of, a business or entity (other than a Covered Party) that engages in the Business (a “Competitor”). Notwithstanding the foregoing, the Subject Party and its Affiliates may (1) own passive investments of no more than two five percent (25%) of any class of outstanding equity interests in a CompetitorCompetitor that is publicly traded, so long as the Subject Party and its his Affiliates and immediate family members their respective directors, officers, managers and employees who were involved with the business of the Company or its Subsidiaries are not involved in the management or control of such Competitor (“Permitted Ownership”) and (2) may directly or indirectly engage in the Business as set forth on Exhibit A (“Permitted Activities”).

Restriction. The Subject Party hereby agrees that during the period from the Closing until the two three (23) year anniversary of the Closing Date (such period, the “Restricted Period”) the Subject Party will not, and will cause his, her or its Affiliates (other than Pubco and its subsidiaries) not to, directly or indirectly, without the prior written consent of the Purchaser (which may be withheld in its sole discretion)Pubco, anywhere in the United States North America or in any other markets in which the Covered Parties Company and its subsidiaries are engaged, or are actively contemplating to become engaged, engaged in the Business as of the Closing Date or during the Restricted Period (the “Territory”), directly or indirectly engage in the Business (other than through a Covered Party) or own, manage, finance or control, or participate in the ownership, management, financing or control of, or become engaged or serve as an officer, director, member, partner, employee, agent, consultant, contractor, advisor or representative of, a business or entity (other than a Covered Party) that engages in the Business in the Territory (a “Competitor”). Notwithstanding the foregoing, the Subject Party and his, her or its Affiliates may own passive investments of no more than two percent (2%) beneficial ownership of any class of outstanding equity interests in a CompetitorCompetitor that is publicly traded, so long as the Subject Party and his, her or its Affiliates and immediate family members are not involved in the management or control of such Competitor (“Permitted Ownership”)Competitor.

Restriction. The Subject Party hereby agrees that during the period from the Closing until the two (2) year anniversary of the Closing Date (the “Restricted Period”) ), the Subject Party will not, and will cause its Affiliates not to, directly or indirectly, without the prior written consent of the Purchaser (which may be withheld in its sole discretion), anywhere in the United States or in any other markets in which the Covered Parties are engaged, or are actively contemplating to become engaged, in the Business as of the Closing Date or during the Restricted Period (the “Territory”), directly or indirectly engage in the Business (other than through a Covered Party) or own, manage, finance or control, or participate in the ownership, management, financing or control of, or become engaged or serve as an officer, director, member, partner, employee, agent, consultant, contractor, advisor or representative of, a business or entity (other than a Covered Party) that engages in the Business (a “Competitor”). Notwithstanding the foregoing, the Subject Party and his, her or its Affiliates may own passive investments of no more than two percent (2%) of any class of outstanding equity interests in a CompetitorCompetitor that is publicly traded, so long as the Subject Party and his, her or its Affiliates and immediate family members are not involved in the management or control of such Competitor (“Permitted Ownership”).

Restriction. The Subject Party hereby agrees that during the period from the Closing until the two three (23) year anniversary of the Closing Date (the “Restricted Period”) the Subject Party will not, and will cause its Affiliates not to, directly or indirectly, without the prior written consent of the Purchaser (which may be withheld in its sole discretion), anywhere in the United States or in any other markets markets, countries or territories in which the Covered Parties are engaged, or are actively contemplating to become engaged, in the Business as of the Closing Date or during the Restricted Period (the “Territory”), directly or indirectly engage in the Business (other than through a Covered Party) or own, manage, finance or control, or participate in the ownership, management, financing or control of, or become engaged or serve as an officer, director, member, partner, employee, agent, consultant, contractor, advisor or representative of, a business or entity (other than a Covered Party) that engages in the Business (a “Competitor”). Notwithstanding the foregoing, the Subject Party and its Affiliates may own passive investments of no more than two percent (2%) of any class of outstanding equity interests in a CompetitorCompetitor that is publicly traded, so long as the Subject Party and its Affiliates and immediate family members are not involved in the management or control of such Competitor (“Permitted Ownership”). 1 Non-compete agreements to be signed by certain Company Stockholders and management personnel. 2 To include a reference to securities held by management personnel, if a major stockholder.

Restriction. The Subject Party hereby agrees that during the period from the Closing until the two three (23) year anniversary of the Closing Date (the “Restricted Period”) the Subject Party will not, and will cause its his or her Affiliates not to, directly or indirectly, without the prior written consent of the Purchaser (which may be withheld in its sole discretion), anywhere in the United States North America, Europe or India or in any other markets in which the Covered Parties are engaged, or are actively contemplating to become engaged, in the Business as of the Closing Date or during the Restricted Period (the “Territory”), directly or indirectly engage in the Business (other than through a Covered Party) or own, manage, finance or control, or participate in the ownership, management, financing or control of, or become engaged or serve as an officer, director, member, partner, employee, agent, consultant, contractor, advisor or representative of, a business or entity (other than a Covered Party) that engages in the Business (a “Competitor”). Notwithstanding the foregoing, the Subject Party and its his or her Affiliates may own passive investments of no more than two percent (2%) of any class of outstanding equity interests in a CompetitorCompetitor that is publicly traded, so long as the Subject Party and its his or her Affiliates and immediate family members are not involved in the management or control of such Competitor (“Permitted Ownership”).

Restriction. The Subject Party hereby agrees that during the period from the Closing until the two (2) year anniversary of the Closing Date (the “Restricted Period”) the Subject Party will not, and will cause its Affiliates not to, directly or indirectly, without the prior written consent of the Purchaser (which may be withheld in its sole discretion), anywhere in the United States or the Netherlands or in any other markets in which the Covered Parties are engaged, or are actively contemplating to become engaged, engaged in the Business as of the Closing Date or during the Restricted Period (the “Territory”), directly or indirectly engage in the Business (other than through a Covered Party) or own, manage, finance or control, or participate in the ownership, management, financing or control of, or become engaged or serve as an officer, director, member, partner, employee, agent, consultant, contractor, advisor or representative of, a business or entity (other than a Covered Party) that engages in the Business (a “Competitor”). Notwithstanding the foregoing, the Subject Party and its Affiliates may own passive investments of no more than two percent (2%) of any class of outstanding equity interests in a CompetitorCompetitor that is publicly traded, so long as the Subject Party and its Affiliates and immediate family members are not involved in the management or control of such Competitor (“Permitted Ownership”). In addition, the provisions of this Agreement shall not be violated by the Subject Party commencing employment with, or providing services, to (A) a private equity or financial sponsor that owns, invests in, or operates a business that engages in the Business or (B) a subsidiary, division or unit of any entity that has a diversified business having not more than twenty percent (20%) of its sales (based on its latest annual consolidated financial statements) attributable to the Business, so long as the Subject Party does not perform services for or in respect of the business that engages in the Business.

Restriction. The Subject Party hereby agrees that during the period from the Closing until the two three (23) year anniversary of the Closing Date (the “Restricted Period”) the Subject Party will not, and will cause its Affiliates not to, directly or indirectly, without the prior written consent of the Purchaser (which may be withheld in its sole discretion), anywhere in North America or the United States European Union (including Greece) or in any other markets in which the Covered Parties are engaged, or are actively contemplating to become engaged, in the Business as of the Closing Date or during the Restricted Period (the “Territory”), directly or indirectly engage in the Business (other than through a Covered Party) or own, manage, finance or control, or participate in the ownership, management, financing or control of, or become engaged or serve as an officer, director, member, partner, employee, agent, consultant, contractor, advisor or representative of, a business or entity (other than a Covered Party) that engages in the Business (a “Competitor”). Notwithstanding the foregoing, the Subject Party and its Affiliates may own passive investments of no more than two percent (2%) of any class of outstanding equity interests in a CompetitorCompetitor that is publicly traded, so long as the Subject Party and its Affiliates and immediate family members are not involved in the management or control of such Competitor (“Permitted Ownership”).

Restriction. The Subject Party Parties hereby agrees agree that during the period from the Closing until the two three (23) year anniversary of the Closing Date (the “Restricted Period”) ), the Subject Party Parties will not, and will cause its their respective Affiliates not to, directly or indirectly, without the prior written consent of the Purchaser (which may be withheld in its sole discretion), anywhere in the United States PRC or in any other markets in which the Covered Parties are engaged, or are actively contemplating to become engaged, in the Business as of the Closing Date or during the Restricted Period (the “Territory”), directly or indirectly engage in the Business (other than through a Covered Party) or own, manage, finance or control, or participate in the ownership, management, financing or control of, or become engaged or serve as an officer, director, member, partner, employee, agent, consultant, contractor, advisor or representative of, a business or entity (other than a Covered Party) that engages in the Business (a “Competitor”). Notwithstanding the foregoing, the Subject Party Parties and its their respective Affiliates may own passive investments of no more than two three percent (23%) of any class of outstanding equity interests in a CompetitorCompetitor that is publicly traded, so long as the Subject Party Parties and its their Affiliates and their respective directors, officers, managers and employees who were involved with the business of the Company or its Subsidiaries, and the immediate family members of the Subject Parties or their respective Affiliates, are not involved in the management or control of such Competitor (“Permitted Ownership”).

Restriction. The Subject Party hereby agrees that during the period from the Closing until the two (2) year anniversary of the Closing Date (the “Restricted Period”) the Subject Party will not, and will cause its Affiliates not to, directly or indirectly, without the prior written consent of the Purchaser (which may be withheld in its sole discretion), anywhere in the United States or in any other markets in which the Covered Parties are engaged, or are actively contemplating to become engaged, in the Business as of the Closing Date or during the Restricted Period (the “Territory”), directly or indirectly engage in the Business (other than through a Covered Party) or own, manage, finance or control, or participate in the ownership, management, financing or control of, or become engaged or serve as an officer, director, member, partner, employee, agent, consultant, contractor, advisor or representative of, a business or entity (other than a Covered Party) that engages in the Business (a “Competitor”). Notwithstanding the foregoing, the Subject Party and its Affiliates may own passive investments of no more than two percent (2%) of any class of outstanding equity interests in a CompetitorCompetitor that is publicly traded, so long as the Subject Party and its Affiliates and immediate family members are not involved in the management or control of such Competitor (“Permitted Ownership”).

Restriction. The Subject Party hereby agrees that during the period from the Closing until the two three (23) year anniversary of the Closing Date (the “Restricted Period”) the Subject Party will not, and will cause his, her or its Affiliates not to, directly or indirectly, without the prior written consent of the Purchaser (which may be withheld in its sole discretion), anywhere in the United States States, its territories, and its overseas military and diplomatic installations, or in any other markets in which the Covered Parties Company and its subsidiaries are engaged, or are actively contemplating to become engaged, engaged in the Business as of the Closing Date or during the Restricted Period (the “Territory”), directly or indirectly engage in the Business (other than through a Covered Party) or own, manage, finance or control, or participate in the ownership, management, financing or control of, or become engaged or serve as an officer, director, member, partner, employee, agent, consultant, contractorcontactor, advisor or representative of, a business or entity (other than a Covered Party) that engages in the Business (a “Competitor”). Notwithstanding the foregoing, the Subject Party and his, her or its Affiliates may own passive investments of no more than two percent (2%) of any class of outstanding equity interests in a CompetitorCompetitor that is publicly traded, so long as the Subject Party and his, her or its Affiliates and immediate family members are not involved in the management or control of such Competitor (“Permitted Ownership”).

Restriction. The Subject Party hereby agrees that during the period from the Closing until the two (2) year anniversary of the Closing Date (the “Restricted Period”) the Subject Party will not, and will cause its Affiliates not to, directly or indirectly, without the prior written consent of the Purchaser Parent (which may be withheld in its sole discretion), anywhere in the United States or in any other markets in which where the Covered Parties are engaged, or are actively contemplating to become engaged, in operate the Business as of the Closing Date or during the Restricted Period (the “Territory”), directly or indirectly engage in the Business (other than through a Covered Party) or own, manage, finance or control, or participate in the ownership, management, financing or control of, or become engaged or serve as an officer, director, member, partner, employee, agent, consultant, contractor, advisor or representative of, a business or entity (other than a Covered Party) that engages in the Business (a “Competitor”). Notwithstanding the foregoing, the Subject Party and its Affiliates may own passive investments of no more than two percent (2%) of any class of outstanding equity interests in a Competitor, so long as the Subject Party and its Affiliates and immediate family members are not involved in the management or control of such Competitor (“Permitted Ownership”).

Restriction. The Subject Party hereby agrees that during the period from the Closing until the two three (23rd) year anniversary of the Closing Date (such period, the “Restricted Period”) ), the Subject Party will not, and will cause his or her Affiliates (other than Pubco and its Affiliates subsidiaries) not to, directly or indirectly, without the prior written consent of the Purchaser Pubco (which may be withheld in its sole discretion), anywhere in the United States or in any other markets in which the Covered Parties are engaged, or are actively contemplating to become engaged, in the Business as of the Closing Date or world during the Restricted Period (the “Territory”), directly or indirectly engage in the Business (other than through a Covered Party) or own, manage, finance or control, or participate in the ownership, management, financing or control of, or become engaged or serve as an officer, director, member, partner, employee, agent, consultant, contractor, advisor or representative of, a business or entity (other than a Covered Party) that engages in the Business (a “Competitor”). Notwithstanding the foregoing, the Subject Party and his, her or its Affiliates may own passive investments of no more than two percent (2%) beneficial ownership of any class of outstanding equity interests in a CompetitorCompetitor that is publicly traded, so long as the Subject Party and his, her or its Affiliates and immediate family members are not directly or indirectly involved in the management or control of such Competitor (“Permitted Ownership”).

Restriction. The Subject Party hereby agrees that during the period from the Closing until the two (2) year anniversary of the Closing Date (such period, the “Restricted Period”) ), the Subject Party will not, and will cause its Affiliates not to, directly or indirectly, without the prior written consent of the Purchaser Pubco (which may be withheld in its sole discretion), anywhere in Southeast Asia, South Asia, North Asia, Australia, the United States Middle East or in any other markets in which the Covered Parties are engaged, or are actively contemplating to become engaged, in the Business as of the Closing Date or during the Restricted Period (the “Territory”), directly or indirectly engage in the Business (other than through a Covered Party) or own, manage, finance manage or control, or participate in the ownership, management, financing management or control of, or become engaged or serve as an officer, director, member, partner, employee, agent, consultant, contractor, advisor or representative of, a business or entity (other than a Covered Party) that engages in the Business (a “Competitor”). Notwithstanding the foregoing, the Subject Party and its Affiliates may own passive investments of no more less than two five percent (25%) of any class of the total issued and outstanding equity interests in of a Competitor, so long as the Subject Party and its Affiliates and immediate family members their respective equity holders, directors, officers, managers and employees who were involved with the business of any of the Covered Parties are not involved in the management or control of such Competitor (“Permitted Ownership”).

Restriction. The Subject Party hereby agrees that during the period from the Closing until the two (2) year anniversary of the Closing Date (the “Restricted Period”) the Subject Party will not, and will cause its Affiliates not to, directly or indirectly, without the prior written consent of the Purchaser (which may be withheld in its sole discretion), anywhere in the United States or in any other markets in which the Covered Parties are currently engaged, or are actively contemplating to become engaged, in the Business as of the Closing Date or during the Restricted Period (the “Territory”), directly or indirectly engage in the Business (other than through a Covered Party) or own, manage, finance or control, or participate in the ownership, management, financing or control of, or become engaged or serve as an officer, director, member, partner, employee, agent, consultant, contractor, advisor or representative of, a business or entity (other than a Covered Party) that engages in the Business (a “Competitor”). Notwithstanding the foregoing, the Subject Party and its Affiliates may own passive investments of no more than two percent (2%) of any class of outstanding equity interests in a Competitor, so long as the Subject Party and its Affiliates and immediate family members are not involved in the management or control of such Competitor (“Permitted Ownership”).