Extract to table

"Restricted Period" means the period commencing on the Closing Date and ending on the second (2nd) anniversary of the Closing Date; provided, however, that the Restricted Period shall be extended as set forth in Section 7

1 shall be in effect for a period of two (2) years following the Closing Date, subject to extension as provided in Section 7

1, nothing in this Article II shall be deemed to prohibit or restrict the Restricted Party from: (a) Passive Investment Carve-Out

For the avoidance of doubt, passive ownership of less than five percent (5%) of any class or series of equity securities of a publicly traded Person shall not, by itself, be deemed to violate the provisions of Section 2

In the event of a breach or threatened breach by the Restricted Party of any provision of this Agreement, Buyer and each member of the Buyer Group shall be entitled to seek and obtain, from any court of competent jurisdiction, temporary restraining orders, preliminary injunctions, permanent injunctions, specific performance, and any other equitable relief as may be necessary or appropriate to restrain, prevent, or remedy any such breach or threatened breach, without the necessity of proving actual damages, without the obligation to post any bond or other security (or, if a bond or security is required by applicable law, the Restricted Party agrees that a nominal bond or the minimum amount required by law shall be sufficient), and without any requirement to exhaust administrative remedies or pursue alternative dispute resolution

If the Restricted Party violates any restrictive covenant set forth in Article II, Article III, or Article IV of this Agreement, the Restricted Period applicable to such covenant shall be automatically tolled and extended by a period of time equal to the duration of such violation, commencing on the date on which such violation first occurred and ending on the date on which such violation has been fully cured or permanently enjoined, so that Buyer and the Buyer Group shall receive the full benefit of the agreed-upon restricted period