premise: Shareholder hereby covenants and agrees that from the Effective Date until the third (3 )rd anniversary of the Effective Date (“Restricted Period”), Shareholder will not without the prior written consent of Heritage, engage or participate or have any interest, directly or indirectly, in any Business anywhere in the counties of Santa Clara, Alameda, Contra Costa, Marin, San Francisco and San Mateo located in the State of California (“Restricted Territory”) (all such entities shall be referred to each as “Competitor” or collectively as “Competitors,”), with respect to the following acts:  (i) own any equity interest in any Competitor;  (ii) operate, join, control, advise, become a founder or otherwise participate in any Competitor;  (iii) lend credit or money for the purpose of assisting another to establish or operate any Competitor;  (iv) request or advise any customer, strategic partner or vendor of Diablo that becomes a present or future customer, strategic partner or vendor of Heritage, HBC or their subsidiaries now and hereinafter existing (collectively, the “Affiliated Companies”) to withdraw, curtail or cancel its business with Heritage, HBC or the Affiliated Companies anywhere in the Restricted Territory;  (v) induce or influence (or attempt to induce or influence) any person or entity who is engaged (as an employee, agent, independent contractor or otherwise) by Heritage, HBC or the Affiliated Companies to terminate his, her or its employment or engagement for the purpose of obtaining employment with a Competitor;  (vi) solicit any employee of Heritage, HBC or the Affiliated Companies to leave employment and become affiliated with any Competitor; 