Common use of Understanding of Covenants Clause in Contracts

Understanding of Covenants. (a) The recitals to this Agreement are incorporated herein by this reference. Securityholder acknowledges and agrees with such recitals, and further agrees that the value of the consideration paid by Buyer in connection with the Merger Agreement is substantial and that preservation of the confidential and proprietary information, goodwill, know-how, stable workforce, and customer relations of the Company and any of their Affiliates is a material part of the consideration which Buyer is receiving under the Merger Agreement. (b) Securityholder further acknowledges and agrees that Securityholder (i) is familiar with and has carefully considered the covenants set forth above in this Agreement, (ii) is fully aware of Securityholder’s obligations hereunder, (iii) has been actively involved in the management of the Company’s business, is a an equityholder of the Company, is in possession of the Confidential Information, and in continuing to provide services to Buyer following the Closing Date will continue to have access to Confidential Information (as well as other trade secrets and confidential information of Buyer), (iv) understands that one of the material inducements for Buyer to enter into the Merger Agreement is Securityholder’s agreement to enter into an agreement containing the covenants set forth in this Agreement, (v) the goodwill and know-how associated with the Company prior to the transaction contemplated by the Merger Agreement is an integral, substantial and material component of the value of the Company to Buyer and is reflected in the value of the cash or Buyer equity being paid/issued in connection with the Merger for Securityholder’s equity in the Company, (vi) Securityholder’s agreement to the terms set forth in this Agreement is necessary to preserve the value of the Company for Buyer following the transactions contemplated by the Purchase Agreement, (v) agrees to the reasonableness of the character, duration, geographic area and subject matter scope of the covenants set forth in this Agreement and that such covenants shall continue through the Restriction Period regardless of whether Securityholder receives any compensation from Buyer for employment or services during the Restriction Period, (vi) agrees that the Company currently conducts and/or currently has substantial and material plans to conduct the Restricted Business throughout the United States, (vii) agrees that the covenants set forth above in this Agreement are necessary to protect the Company’s Confidential Information, goodwill, know-how, stable workforce, and customer relations, and (viii) that such covenants are separately bargained-for consideration and are material inducements to Buyer to enter into the Merger Agreement. (c) Securityholder agrees that the covenants set forth above in this Agreement do not confer a benefit upon the Company disproportionate to the detriment of Securityholder. Securityholder represents that the execution of this Agreement, and the performance of Securityholder’s obligations under this Agreement, do not and will not conflict with, or result in a violation or breach of, any other Contract of which Securityholder is a party or any Order to which Securityholder is subject. Securityholder represents that Securityholder is competent and has all necessary authority to execute this Agreement, and that Securityholder has entered into this Agreement freely and voluntarily and not under duress.

Understanding of Covenants. (a) The recitals to this Agreement are incorporated herein by this reference. Securityholder Individual acknowledges and agrees with such recitals, and further agrees that the value of the consideration paid by Buyer Yahoo! in connection with the Merger Agreement Agreement, including the Offer and the other transactions contemplated by the Merger Agreement, is substantial and that preservation of the confidential and proprietary information, goodwill, know-how, stable workforce, and customer relations of the Company and any of their Affiliates is a material part of the consideration which Buyer that Yahoo! is receiving under in the Merger Agreement. (b) Securityholder . Individual further acknowledges and agrees that Securityholder he (i) is familiar with and has carefully considered the covenants set forth above in this Agreement, (ii) is fully aware of Securityholder’s his obligations hereunder, [(iii) is key employee and an executive officer of the Company, has been actively involved in the management of the Company’s business, is a an equityholder [significant] stockholder of the Company, Company,]1 is in possession of trade secrets and confidential information of the Confidential InformationCompany, and in continuing to provide services to Buyer Yahoo! following the Closing Date will continue to have access to Confidential Information trade secrets and confidential information of the Company (as well as other trade secrets and confidential information of BuyerYahoo!), (iv) understands that one of the material inducements for Buyer the Company to enter into the Merger Agreement and provide Individual the consideration for his equity interests in the Company specified in the Merger Agreement is SecurityholderIndividual’s agreement to enter into an agreement containing the covenants set forth above in this Agreement, (v) the goodwill and know-how associated with the Company prior to the transaction contemplated by the Merger Agreement is an integral, substantial and material component of the value of the Company to Buyer and is reflected in the value of the cash or Buyer equity being paid/issued in connection with the Merger for Securityholder’s equity in the Company, (vi) Securityholder’s agreement to the terms set forth in this Agreement is necessary to preserve the value of the Company for Buyer following the transactions contemplated by the Purchase Agreement, (v) agrees to the reasonableness of the character, duration, geographic area and subject matter scope coverage of the covenants set forth above in this Agreement and that such covenants shall continue through the Restriction Restricted Period regardless of whether Securityholder Individual receives any compensation from Buyer Yahoo! for employment or services during the Restriction Restricted Period, (vi) agrees that the Company currently conducts and/or currently has substantial and material plans to conduct the Restricted Business business throughout the United StatesBusiness Area, (vii) agrees that the covenants set forth above in this Agreement are necessary to protect the Company’s Confidential Informationconfidential and proprietary information, goodwill, know-how, stable workforce, and customer relations, and (viii) agrees that such covenants are separately bargained-for consideration and are material inducements to Buyer Yahoo! to enter into the Merger Agreement. (c) Securityholder . Individual acknowledges that his ability to earn a livelihood without violating such restrictions is a material condition to Individual’s continued services to the Company and any services to Yahoo! following the Merger. Individual agrees that the covenants set forth above in this Agreement do not confer a benefit upon the Company disproportionate to the detriment of SecurityholderIndividual. Securityholder Individual represents that the Individual’s execution of this Agreement, and the performance of SecurityholderIndividual’s obligations under this Agreement, do not and will not conflict with, or result in a violation or breach of, any other Contract of agreement to which Securityholder Individual is a party or any Order judgment, order or decree to which Securityholder Individual is subject. Securityholder represents that Securityholder is competent and has all necessary authority to execute this Agreement, and that Securityholder has entered into this Agreement freely and voluntarily and not under duress.

Understanding of Covenants. (a) The recitals to this Agreement are incorporated herein by this reference. Securityholder Hill acknowledges and agrees with such recitalsthe facts set forth in the recitals to this Agreement, and further agrees that the value of the consideration paid by Buyer in connection with the Merger Agreement is substantial and that preservation of the confidential and proprietary information, goodwill, know-how, stable workforce, and customer relations of the Company and any of their Affiliates is a material part of the consideration which Buyer is receiving under the Merger Agreement. (b) Securityholder he further acknowledges and agrees that Securityholder (i) is familiar with and has carefully considered the covenants set forth above in this Agreement, (ii) is fully aware of Securityholder’s obligations hereunder, (iii) has been actively involved in the management of the Company’s business, is a an equityholder of the Company, is in possession of the Confidential Information, and in continuing to provide services to Buyer following the Closing Date will continue to have access to Confidential Information (as well as other trade secrets and confidential information of Buyer), (iv) understands that one of the material inducements for Buyer to enter into the Merger Agreement is Securityholder’s agreement to enter into an agreement containing the covenants set forth in this Agreement, (v) the goodwill and know-how associated with the Company prior to the transaction contemplated by the Merger Agreement is an integral, substantial and a material component of the value of the Company to Buyer and is reflected in the value of the cash or Buyer equity being paid/issued in connection with the Merger for Securityholder’s equity in the CompanyParent, (viii) Securityholder’s agreement to the terms set forth in this Agreement is are necessary and appropriate to preserve the value of the Company for Buyer Parent following the transactions contemplated by the Purchase AgreementMerger Agreement and protect the Confidential Information and goodwill acquired by Parent, (viii) agrees to the reasonableness of the character, duration, geographic area and subject matter scope of the covenants set forth in this Agreement and that such covenants shall continue through the Restriction Period regardless of whether Securityholder receives any compensation from Buyer for employment or services during the Restriction Periodare reasonable, (viiv) agrees that the Company currently conducts and/or currently has substantial and material plans conducts, or is planning to conduct the Restricted Business conduct, business throughout the United StatesStates and worldwide, and (viiiv) that in order to properly perform his obligations hereunder to provide Advisory Services he must comply with the other covenants of this Agreement (and in particular Section 10). (b) Hill agrees that the covenants set forth above in this Agreement are necessary to protect the Company’s Confidential Information, goodwill, know-how, stable workforce, equitable and customer relations, and (viii) that such covenants are separately bargained-for consideration and are material inducements to Buyer to enter into the Merger Agreement. (c) Securityholder agrees that the covenants set forth above in this Agreement do not confer a benefit upon the Company disproportionate reasonable. The Parties each represent to the detriment of Securityholder. Securityholder represents other that the execution of this Agreement, Agreement and the their performance of Securityholder’s their respective obligations under this Agreement, do not and hereunder will not conflict with, or result in a violation or breach of, any other Contract of agreement to which Securityholder is they are a party or of any Order judgment, order or decree to which Securityholder such Party is subject. Securityholder represents that Securityholder is competent and has all necessary authority to execute this Agreement, and that Securityholder has entered into this agreement is executed freely and without duress. (c) Without prejudice to any right of Hill (including any claim that such an action would be a breach of this Agreement freely as no grounds therefore exist), following provision of the notice required by Section 5 and voluntarily termination of this Agreement by Parent as a result of a material breach of this Agreement by Hill (or RSH Consulting) Parent may immediately cease payments that would otherwise be payable under Sections 3 and not 4. In the event of material breach by Hill, Hill’s obligations pursuant to the covenants in Sections 6 through 10 shall continue (regardless of any termination of the Agreement by Parent under duressSection 5 in the event of a breach by Hill) throughout the remainder of the Advisory Period.