Common use of Restrictions on Competitive Activities Clause in Contracts

Restrictions on Competitive Activities. As an inducement to the Purchaser to enter into this Agreement, the Seller agrees that for a period of seven (7) years from and after the Closing Date (the "Non-Competition Period"), the Seller, either directly or with or through another entity, will not compete with the Purchaser or Thoratec Corporation in the Intermittent Testing Business through the manufacture, sale, marketing, licensing or distribution in the United States or anywhere throughout the world of any Intermittent Testing Business Products, provided, however, that the Non-Competition Period will terminate upon the closing of a merger, consolidation, or other transaction in which the shareholders of the Seller who beneficially own all of the voting securities of the Seller immediately before such transaction, beneficially own securities representing less than 50% of the voting securities of the Seller immediately after such transaction. The Seller will take all reasonable actions necessary to ensure that employees and consultants of the Seller irrevocably assign or otherwise transfer to Seller all of their respective right, title and interest in and to any and all Intellectual Property related to the Intermittent Testing Business developed during the Non-Competition Period, and that such Intellectual Property is promptly transferred and assigned to the Purchaser for no additional consideration.