Common use of Competitive Restrictions Clause in Contracts

Competitive Restrictions. During the Employment Period and during the two (2) year period that begins on termination of the Employment Period, the Executive shall not, whether for his account or for the account of any other party other than the Company, FIND or their respective Affiliates directly or indirectly engage or have any financial interest in, own, manage, operate, finance, control or participate in the ownership, management, operation, financing or control of, be employed by, associated with or in any manner connected with, lend the Executive's name to or any similar name to, lend the Executive's credit to or render services or advice to, any organization or activity which in any manner competes with the Company, FIND or their respective Affiliates with respect to their respective businesses. For purposes of this Section 4(b), the term "compete" shall mean with respect to the Company, FIND and their respective Affiliates: (i) with respect to or in connection with conducting any business of the Company, FIND or their respective Affiliates, calling on, soliciting, taking away or accepting as a client or customer or attempting to call on, solicit, take away or accept as a client or customer, any individual, person, partnership, corporation, association or other entity or enterprise that was a client or customer of the Company, or known by the Executive to have been a client or customer of FIND or its Affiliates, in each case during the Employment Period or known by the Executive to be a customer of the Company, FIND or their respective Affiliates after the Employment Period but prior to the expiration of the two (2) year period that begins on termination of the Employment Period; (ii) with respect to any business reason other than in connection with the businesses of the Company, FIND and their respective Affiliates, calling on, soliciting, taking away, or accepting as a client or customer or attempting to call on, solicit, take away or accept as a client or customer, any individual, person, partnership, corporation, association or other entity or enterprise that was a client or customer of the Company, or known by the Executive to have been a client or customer of FIND or its Affiliates, in each case during the Employment Period or known by the Executive to be a customer of the Company, FIND or their respective Affiliates after the Employment Period but prior to the expiration of the two (2) year period that begins on termination of the Employment Period; (iii) soliciting, taking away or attempting to solicit or take away, employ or otherwise engage as an employee, independent contractor or otherwise, any person who is an employee of the Company, FIND or their respective Affiliates or was an employee of the Company, FIND or their respective Affiliates during the Employment Period, on behalf of any individual, person, partnership, corporation, association or other entity or enterprise conducting a business which is substantially similar to the businesses of the Company, FIND or their respective Affiliates; (iv) inducing or attempting to induce any employee of the Company, FIND or their respective Affiliates to terminate employment with the Company; (v) entering into or attempting to enter into any business substantially similar to or competing in any way with the business engaged in or, to the knowledge of the Executive, planned to be engaged in by the Company, FIND or their respective Affiliates at the time of the termination of the Executive's employment hereunder. For purposes of this Section 4(b), the "business" of any Person shall mean the business of such Person as currently conducted and any other business that such Person enters into during the Employment Period. For purposes of this Section 4(b), the words "directly or indirectly" as they modify the word "compete" shall mean (i) acting as an agent, representative, consultant, officer, director, manager, independent contractor or employee of any individual, person, partnership, corporation, association, limited liability corporation, limited liability partnership or other entity or enterprise which competes with the Company, FIND or their respective Affiliates, or any of their respective businesses, (ii) participating in any such competing entity or enterprise as an owner, member, partner, limited partner, joint venturer, creditor or stockholder (except as a stockholder holding less than a one percent (1 %) interest in a corporation whose shares are actively traded on a regional or national securities exchange or have been registered under Section 12(g) of the Securities and Exchange Act of 1934, as amended); and (iii) communicating to any such competing entity or enterprise the names or addresses or any other information concerning any past, present or identified prospective client or customer.

Competitive Restrictions. During the Employment Period and during the two (2) year period that begins on termination of the Employment Period, the Executive shall not, whether for his account or for the account of any other party other than the Company, FIND or their respective Affiliates directly or indirectly engage or have any financial interest in, own, manage, operate, finance, control or participate in the ownership, management, operation, financing or control of, be employed by, associated with or in any manner connected with, lend the Executive's name to or any similar name to, lend the Executive's credit to or render services or advice to, any organization or activity which in any manner competes with the Company, FIND or their respective Affiliates with respect to their respective businesses. For purposes of this Section 4(b), the term "compete" shall mean with respect to the Company, FIND and their respective Affiliates: (i) with respect to or in connection with conducting any business of the Company, FIND or their respective Affiliates, calling on, soliciting, taking away away, or accepting as a client or customer or attempting to call on, solicit, take away or accept as a client or customer, any individual, person, partnership, corporation, association or other entity or enterprise that was a client or customer of the Company, or known by the Executive to have been a client or customer of FIND or its Affiliates, in each case their respective Affiliates during the Employment Period or known by the Executive to be a customer of the Company, FIND or their respective Affiliates during or after the Employment Period but prior to the expiration of the two (2) year period that begins on termination of the Employment Period; (ii) with respect to any business reason other than in connection with the businesses of the Company, FIND and their respective Affiliates, calling on, soliciting, taking away, or accepting as a client or customer or attempting to call on, solicit, take away or accept as a client or customer, any individual, person, partnership, corporation, association or other entity or enterprise that was a client or customer of the Company, or known by the Executive to have been a client or customer of FIND or its Affiliates, in each case their respective Affiliates during the Employment Period or known by the Executive to be a customer of the Company, FIND or their respective Affiliates during or after the Employment Period but prior to the expiration of the two (2) year period that begins on termination of the Employment Period; (iii) soliciting, taking away or attempting to solicit or take away, employ or otherwise engage as an employee, independent contractor or otherwise, any person who is an employee of the Company, FIND or their respective Affiliates or was an employee of the Company, FIND or their respective Affiliates during the Employment Period, on behalf of any individual, person, partnership, corporation, association or other entity or enterprise conducting a business which is substantially similar to the businesses of the Company, FIND or their respective Affiliates; (iv) inducing or attempting to induce any employee of the Company, FIND or their respective Affiliates to terminate employment with the Company; (v) entering into or attempting to enter into any business substantially similar to or competing in any way with the business engaged in or, to or in the knowledge process of the Executive, planned to be being engaged in by the Company, FIND or their respective Affiliates at the time of the termination of the Executive's employment hereunder. For purposes Notwithstanding the foregoing sentence, if FIND has failed to make payment of any amount under Sections 2.3, 2.4, 2.5 or 2.8 of the Purchase Agreement required to be made pursuant to the terms of the Purchase Agreement within sixty (60) days after the applicable Date of Determination (as defined in the Purchase Agreement) or under Section 6(d)(II) of this Section 4(b)Agreement when due, then the "business" restrictions contained in clause (v) of any Person the prior sentence shall mean terminate and have no further force and effect and the business of such Person as currently conducted and any other business that such Person enters into during the Employment Period. For purposes of this Section 4(b), the words "directly or indirectly" as they modify the word "compete" shall mean restrictions contained in clauses (i) acting as an agent, representative, consultant, officer, director, manager, independent contractor or employee of any individual, person, partnership, corporation, association, limited liability corporation, limited liability partnership or other entity or enterprise which competes with the Company, FIND or their respective Affiliates, or any of their respective businesses, and (ii) participating of the prior sentence shall be suspended until such payment in any full is made by FIND to the Executive, at which time such competing entity or enterprise as an ownerrestrictions shall resume and shall continue to be in full force and effect; provided, memberhowever, partner, limited partner, joint venturer, creditor or stockholder that the Executive will be entitled to continue servicing all customers who have expressly engaged the Executive in writing to provide business services prior to the resumption of the restrictions contained in clauses (except as a stockholder holding less than a one percent i) and (1 %) interest in a corporation whose shares are actively traded on a regional or national securities exchange or have been registered under Section 12(gii) of the Securities prior sentence, provided, further, that, if such payment is not made in full within one hundred and Exchange Act fifty (150) days after the Date of 1934Determination (as defined in the Purchase Agreement) or under Section 6(d)(II) when due, as amended); the restrictions contained in clauses (i) and (iiiii) communicating to any such competing entity shall terminate and have no further force or enterprise the names or addresses or any other information concerning any past, present or identified prospective client or customereffect.

Competitive Restrictions. During the Employment Period and during the two (2) year period that begins on termination of the Employment Period, the Executive shall not, whether for his account or for the account of any other party other than the CompanyConsolidated Companies, FIND or their respective its Affiliates directly or indirectly engage or have any financial interest in, own, manage, operate, finance, control or participate in the ownership, management, operation, financing or control of, be employed by, associated with or in any manner connected with, lend the Executive's name to or any similar name to, lend the Executive's credit to or render services or advice to, any organization or activity which in any manner competes with the CompanyConsolidated Companies, FIND or their respective its Affiliates with respect to their respective businessesBusiness or Purchaser's Business. For purposes of this Section 4(b), the term "compete" shall mean with respect to the CompanyConsolidated Companies, FIND and their respective its Affiliates: (i) with respect to or in connection with conducting any business of the Company, FIND Business or their respective Affiliates, calling on, soliciting, taking away or accepting as a client or customer or attempting to call on, solicit, take away or accept as a client or customer, any individual, person, partnership, corporation, association or other entity or enterprise that was a client or customer of the Company, or known by the Executive to have been a client or customer of FIND or its Affiliates, in each case during the Employment Period or known by the Executive to be a customer of the Company, FIND or their respective Affiliates after the Employment Period but prior to the expiration of the two (2) year period that begins on termination of the Employment Period; (ii) with respect to any business reason other than in connection with the businesses of the Company, FIND and their respective AffiliatesPurchaser's Business, calling on, soliciting, taking away, or accepting as a client or customer or attempting to call on, solicit, take away or accept as a client or customer, any individual, person, partnership, corporation, association or other entity or enterprise that was a client or customer of the CompanyConsolidated Companies, or known by the Executive to have been a client or customer of FIND or its Affiliates, in each case Affiliates during the Employment Period or known by the Executive to be a customer of the CompanyConsolidated Companies, FIND or their respective its Affiliates before or after the Employment Period but prior to the expiration of the two one (21) year period that begins on termination of the Employment Period; (ii) with respect to any business reason other than in connection with the Business or Purchaser's Business, calling on, soliciting, taking away, or accepting as a client or customer or attempting to call on, solicit, take away or accept as a client or customer, any individual, person, partnership, corporation, association or other entity or enterprise that was a client or customer of the Consolidated Companies, FIND or its Affiliates during the Employment Period or known by the Executive to be a customer of the Consolidated Companies, FIND or its Affiliates before or after the Employment Period but prior to the expiration of the one (1) year period that begins on termination of the Employment Period without the prior written consent of the CEO of the Purchaser in each instance, which consent will not be unreasonably delayed or withheld; (iii) soliciting, taking away or attempting to solicit or take away, employ or otherwise engage as an employee, independent contractor or otherwise, any person who is an employee of the CompanyConsolidated Companies, FIND or their respective its Affiliates or was an employee of the CompanyConsolidated Companies, FIND or their respective its Affiliates during the Employment Period, on behalf of any individual, person, partnership, corporation, association or other entity or enterprise conducting a business which is substantially similar to the businesses of the Company, FIND Business or their respective AffiliatesPurchaser's Business; (iv) inducing or attempting to induce any employee of the CompanyConsolidated Companies, FIND or their respective its Affiliates to terminate employment with the CompanyConsolidated Companies; (v) entering into or attempting to enter into any business substantially similar to or competing in any way with the business engaged in or, to the knowledge of the Executive, planned to be engaged in by the Company, FIND or their respective Affiliates at the time of the termination of the Executive's employment hereunder. For purposes of this Section 4(b), the "business" of any Person shall mean the business of such Person as currently conducted and any other business that such Person enters into during the Employment Period. For purposes of this Section 4(b), the words "directly or indirectly" as they modify the word "compete" shall mean (i) acting as an agent, representative, consultant, officer, director, manager, independent contractor or employee of any individual, person, partnership, corporation, association, limited liability corporation, limited liability partnership or other entity or enterprise which competes with the Company, FIND or their respective Affiliates, or any of their respective businesses, (ii) participating in any such competing entity or enterprise as an owner, member, partner, limited partner, joint venturer, creditor or stockholder (except as a stockholder holding less than a one percent (1 %) interest in a corporation whose shares are actively traded on a regional or national securities exchange or have been registered under Section 12(g) of the Securities and Exchange Act of 1934, as amended); and (iii) communicating to any such competing entity or enterprise the names or addresses or any other information concerning any past, present or identified prospective client or customer.

Competitive Restrictions. During the Employment Period and during the two (2) year period that begins on termination of the Employment Period, the Executive shall not, whether for his account or for the account of any other party other than the CompanyConsolidated Companies, FIND or their respective its Affiliates directly or indirectly engage or have any financial interest in, own, manage, operate, finance, control or participate in the ownership, management, operation, financing or control of, be employed by, associated with or in any manner connected with, lend the Executive's name to or any similar name to, lend the Executive's credit to or render services or advice to, any organization or activity which in any manner competes with the CompanyConsolidated Companies, FIND or their respective its Affiliates with respect to their respective businessesBusiness or Purchaser's Business. For purposes of this Section 4(b), the term "compete" shall mean with respect to the CompanyConsolidated Companies, FIND and their respective its Affiliates: (i) with respect to or in connection with conducting any business of the Company, FIND Business or their respective Affiliates, calling on, soliciting, taking away or accepting as a client or customer or attempting to call on, solicit, take away or accept as a client or customer, any individual, person, partnership, corporation, association or other entity or enterprise that was a client or customer of the Company, or known by the Executive to have been a client or customer of FIND or its Affiliates, in each case during the Employment Period or known by the Executive to be a customer of the Company, FIND or their respective Affiliates after the Employment Period but prior to the expiration of the two (2) year period that begins on termination of the Employment Period; (ii) with respect to any business reason other than in connection with the businesses of the Company, FIND and their respective AffiliatesPurchaser's Business, calling on, soliciting, taking away, or accepting as a client or customer or attempting to call on, solicit, take away or accept as a client or customer, any individual, person, partnership, corporation, association or other entity or enterprise that was a client or customer of the CompanyConsolidated Companies, or known by the Executive to have been a client or customer of FIND or its Affiliates, in each case Affiliates during the Employment Period or known by the Executive to be a customer of the CompanyConsolidated Companies, FIND or their respective its Affiliates before or after the Employment Period but prior to the expiration of the two one (21) year period that begins on termination of the Employment Period; (ii) with respect to any business reason other than in connection with the Business or Purchaser's Business, calling on, soliciting, taking away, or accepting as a client or customer or attempting to call on, solicit, take away or accept as a client or customer, any individual, person, partnership, corporation, association or other entity or enterprise that was a client or customer of the Consolidated Companies, FIND or its Affiliates during the Employment Period or known by the Executive to be a customer of the Consolidated Companies, FIND or its Affiliates before or after the Employment Period but prior to the expiration of the one (1) year period that begins on termination of the Employment Period without the prior written consent of the CEO of the Purchaser in each instance, which consent will not be unreasonably delayed or withheld; (iii) soliciting, taking away or attempting to solicit or take away, employ or otherwise engage as an employee, independent contractor or otherwise, any person who is an employee of the CompanyConsolidated Companies, FIND or their respective its Affiliates or was an employee of the CompanyConsolidated Companies, FIND or their respective its Affiliates during the Employment Period, on behalf of any individual, person, partnership, corporation, association or other entity or enterprise conducting a business which is substantially similar to the businesses of the Company, FIND Business or their respective AffiliatesPurchaser's Business; (iv) inducing or attempting to induce any employee of the CompanyConsolidated Companies, FIND or their respective its Affiliates to terminate employment with the CompanyConsolidated Companies; (v) entering into or attempting to enter into any business substantially similar to or competing in any way with the business engaged in or, to the knowledge of the Executive, or reasonably planned to be engaged in by the CompanyConsolidated Companies, FIND or their respective its Affiliates at the time of the termination of the Executive's employment hereunder. For purposes of this Section 4(b), the "business" of any Person shall mean the business of such Person as currently conducted and any other business that such Person enters into during the Employment Period. For purposes of this Section 4(b), the words "directly or indirectly" as they modify the word "compete" shall mean (i) acting as an agent, representative, consultant, officer, director, manager, independent contractor or employee of any individual, person, partnership, corporation, association, limited liability corporation, limited liability partnership or other entity or enterprise which competes with the Company, FIND or their respective Affiliates, or any of their respective businesses, (ii) participating in any such competing entity or enterprise as an owner, member, partner, limited partner, joint venturer, creditor or stockholder (except as a stockholder holding less than a one percent (1 %) interest in a corporation whose shares are actively traded on a regional or national securities exchange or have been registered under Section 12(g) of the Securities and Exchange Act of 1934, as amended); and (iii) communicating to any such competing entity or enterprise the names or addresses or any other information concerning any past, present or identified prospective client or customer.