Common use of Non-Compete Agreement Clause in Contracts

Non-Compete Agreement. (a) After the Closing Date, and except as provided pursuant to Section 3.3 hereof or to the extent necessary to perform the transitional services for Purchaser pursuant to the Transition Services Agreement, Seller and Altor agree, for a period of seven (7) years following the Closing Date, that neither they nor their Affiliates (collectively, the “Restricted Parties”) shall directly or indirectly engage in the research, development, manufacture, or commercialization of any Tissue Factor Antagonist (the “Competitive Activity”); provided, however, that it shall not be a violation of this Section 11.4(a) for a Restricted Party to (i) own any debt securities or other debt obligations (other than convertible debt) of any Person, (ii) invest in securities representing less than five percent (5%) of the outstanding capital stock of any Person, the securities of which are publicly traded or listed on any securities exchange or automated quotation system, or (iii) be employed by or be an officer of any Person that is not significantly engaged in a Competitive Activity (provided that the Restricted Party does not participate in the Competitive Activity). For purposes of this Section 11.4, “significantly engaged in a Competitive Activity” shall mean that at least 10% of the consolidated net revenue derived during the last complete fiscal year of the Person is derived from a Competitive Activity. (b) The Parties hereto agree that the covenants set forth in this Section 11.4 shall be enforced to the fullest extent permissible under applicable Legal Requirements. If all or any part of this Section 11.4 is held invalid, illegal or incapable of being enforced by any Legal Requirement or public policy, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect. Seller agrees that in the event of a breach or threatened breach by it or any of the Restricted Parties of the provisions of this Section 11.4, money damages would not be an adequate remedy and that Purchaser shall be entitled to seek temporary, preliminary or permanent injunctive relief without the necessity of posting a bond. If any part of this Section 11.4 is held to be excessively broad as to duration, scope, activity or subject, such part will be construed by limiting and reducing it so as to be enforceable to the maximum extent compatible with applicable Legal Requirements.

Non-Compete Agreement. By signing this Agreement, the Officer specifically acknowledges that the Severance Benefits payable under Paragraph 4 are expressly conditioned upon the Officer entering into the Non-Compete Agreement in substantially the same form as attached as Exhibit B to this Agreement ("Non-Compete Agreement"). The Officer agrees that it is the intention of the parties that the Severance Benefits provided to Officer under Paragraph 4 of this Agreement are conditioned upon strict compliance with the Non-Compete Agreement by the Officer. If the Officer breaches (or threatens to breach) any obligations under the Non-Compete Agreement, then, in addition to any other legal or equitable remedies that may be available to the Company, its subsidiaries or affiliates, under the Non-Compete Agreement or otherwise: (a) After the Closing Date, and except as provided pursuant to Section 3.3 hereof or Officer shall forthwith repay to the extent necessary to perform Company a percentage of the transitional services for Purchaser pursuant total lump sum amount paid by the Company to the Transition Services AgreementOfficer under Paragraph 4(a), Seller 4(b) and Altor agree4(c) equal to X/12, for a period where X equals 36 less the number of seven months from Separation from Service to the date of the Officer's breach (7) years following the Closing Date, that neither they nor their Affiliates (collectively, the “Restricted Parties”) shall directly or indirectly engage in the research, development, manufacture, or commercialization of any Tissue Factor Antagonist (the “Competitive Activity”); provided, however, that it shall not be a violation of this Section 11.4(a) for a Restricted Party to (i) own any debt securities or other debt obligations (other than convertible debt) of any Person, (ii) invest in securities representing less than five percent (5%threatened breach) of the outstanding capital stock of any Person, the securities of which are publicly traded or listed on any securities exchange or automated quotation system, or (iii) be employed by or be an officer of any Person that is not significantly engaged in a Competitive Activity (provided that the Restricted Party does not participate in the Competitive Activity). For purposes of this Section 11.4, “significantly engaged in a Competitive Activity” shall mean that at least 10% of the consolidated net revenue derived during the last complete fiscal year of the Person is derived from a Competitive Activity.Non-Compete Agreement; (b) The Parties hereto agree that the covenants set forth in this Section 11.4 Officer shall not be enforced entitled to receive any further Welfare Benefits at the Company's expense as provided for Paragraph 4(d) or reimbursement or other payment of outplacement assistance under Paragraph 4(f); and (c) all unvested Equity Awards shall forthwith be cancelled and terminated, notwithstanding the provisions of any agreements to the fullest extent permissible under applicable Legal Requirementscontrary. If The Officer agrees that should all or any part of this Section 11.4 is held invalid, illegal or incapable of being enforced by any Legal Requirement or public policy, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect. Seller agrees that in the event of a breach or threatened breach by it or any application of the Restricted Parties Non-Compete Agreement be held or found invalid or unenforceable for any reason whatsoever by a court of competent jurisdiction in an action between the provisions of this Section 11.4Officer and the Company (and/or its subsidiaries), money damages would not be an adequate remedy and that Purchaser the Company nevertheless shall be entitled to seek temporarytake the actions described in Paragraph 7(a), preliminary (b) and (c) above, if the Officer breaches or permanent injunctive relief without threatens to breach any of the necessity of posting a bondobligations set forth in the Non-Compete Agreement. If any part The provisions of this Section 11.4 is held to be excessively broad as to durationParagraph 7 shall survive termination of this Agreement. The parties agrees that any prior written agreement, scopearrangement or understanding between the Officer and the Company, activity its subsidiaries or subject, such part will be construed by limiting and reducing it so as to be enforceable affiliates relating to the maximum extent compatible with applicable Legal RequirementsOfficer's post-employment obligations, including any covenant not to compete, shall not apply to any employment termination on and after a Change in Control, and the Company, its subsidiaries and affiliates shall have no payment obligations under any such agreement, arrangement or understanding.

Non-Compete Agreement. By signing this Agreement, the Officer specifically acknowledges that the Severance Benefits payable under Paragraph 4 are expressly conditioned upon the Officer entering into the Non-Compete Agreement in substantially the same form as attached as Exhibit B to this Agreement (“Non-Compete Agreement”). The Officer agrees that it is the intention of the parties that the Severance Benefits provided to Officer under Paragraph 4 of this Agreement are conditioned upon strict compliance with the Non-Compete Agreement by the Officer. If the Officer breaches (or threatens to breach) any obligations under the Non-Compete Agreement, then, in addition to any other legal or equitable remedies that may be available to the Company, its subsidiaries or affiliates, under the Non-Compete Agreement or otherwise: (a) After the Closing Date, and except as provided pursuant to Section 3.3 hereof or Officer shall forthwith repay to the extent necessary to perform Company a percentage of the transitional services for Purchaser pursuant total lump sum amount paid by the Company to the Transition Services AgreementOfficer under Paragraph 4(a), Seller 4(b) and Altor agree4(c) equal to X/12, for a period where X equals 36 less the number of seven months from Separation from Service to the date of the Officer's breach (7) years following the Closing Date, that neither they nor their Affiliates (collectively, the “Restricted Parties”) shall directly or indirectly engage in the research, development, manufacture, or commercialization of any Tissue Factor Antagonist (the “Competitive Activity”); provided, however, that it shall not be a violation of this Section 11.4(a) for a Restricted Party to (i) own any debt securities or other debt obligations (other than convertible debt) of any Person, (ii) invest in securities representing less than five percent (5%threatened breach) of the outstanding capital stock of any Person, the securities of which are publicly traded or listed on any securities exchange or automated quotation system, or (iii) be employed by or be an officer of any Person that is not significantly engaged in a Competitive Activity (provided that the Restricted Party does not participate in the Competitive Activity). For purposes of this Section 11.4, “significantly engaged in a Competitive Activity” shall mean that at least 10% of the consolidated net revenue derived during the last complete fiscal year of the Person is derived from a Competitive Activity.Non-Compete Agreement; (b) The Parties hereto agree that the covenants set forth in this Section 11.4 Officer shall not be enforced entitled to receive any further Welfare Benefits at the Company's expense as provided for Paragraph 4(d) or reimbursement or other payment of outplacement assistance under Paragraph 4(f); and (c) all unvested Equity Awards shall forthwith be cancelled and terminated, notwithstanding the provisions of any agreements to the fullest extent permissible under applicable Legal Requirementscontrary. If The Officer agrees that should all or any part of this Section 11.4 is held invalid, illegal or incapable of being enforced by any Legal Requirement or public policy, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect. Seller agrees that in the event of a breach or threatened breach by it or any application of the Restricted Parties Non-Compete Agreement be held or found invalid or unenforceable for any reason whatsoever by a court of competent jurisdiction in an action between the provisions of this Section 11.4Officer and the Company (and/or its subsidiaries), money damages would not be an adequate remedy and that Purchaser the Company nevertheless shall be entitled to seek temporarytake the actions described in Paragraph 7(a), preliminary (b) and (c) above, if the Officer breaches or permanent injunctive relief without threatens to breach any of the necessity of posting a bondobligations set forth in the Non-Compete Agreement. If any part The provisions of this Section 11.4 is held to be excessively broad as to durationParagraph 7 shall survive termination of this Agreement. The parties agrees that any prior written agreement, scopearrangement or understanding between the Officer and the Company, activity its subsidiaries or subject, such part will be construed by limiting and reducing it so as to be enforceable affiliates relating to the maximum extent compatible with applicable Legal RequirementsOfficer's post-employment obligations, including any covenant not to compete, shall not apply to any employment termination on and after a Change in Control, and the Company, its subsidiaries and affiliates shall have no payment obligations under any such agreement, arrangement or understanding.

Non-Compete Agreement. By signing this Agreement, the Officer specifically acknowledges that the Severance Benefits payable under Paragraph 4 are expressly conditioned upon the Officer entering into the Non-Compete Agreement in substantially the same form as attached as Exhibit B to this Agreement ("Non-Compete Agreement"). The Officer agrees that it is the intention of the parties that the Severance Benefits provided to Officer under Paragraph 4 of this Agreement are conditioned upon strict compliance with the Non-Compete Agreement by the Officer. If the Officer breaches (or threatens to breach) any obligations under the Non-Compete Agreement, then, in addition to any other legal or equitable remedies that may be available to the Company, its subsidiaries or affiliates, under the Non-Compete Agreement or otherwise: (a) After the Closing Date, and except as provided pursuant to Section 3.3 hereof or Officer shall forthwith repay to the extent necessary to perform Company a percentage of the transitional services for Purchaser pursuant total lump sum amount paid by the Company to the Transition Services AgreementOfficer under Paragraph 4(a), Seller 4(b) and Altor agree4(c) equal to X/12, for a period where X equals 18 less the number of seven months from Separation from Service to the date of the Officer's breach (7) years following the Closing Date, that neither they nor their Affiliates (collectively, the “Restricted Parties”) shall directly or indirectly engage in the research, development, manufacture, or commercialization of any Tissue Factor Antagonist (the “Competitive Activity”); provided, however, that it shall not be a violation of this Section 11.4(a) for a Restricted Party to (i) own any debt securities or other debt obligations (other than convertible debt) of any Person, (ii) invest in securities representing less than five percent (5%threatened breach) of the outstanding capital stock of any Person, the securities of which are publicly traded or listed on any securities exchange or automated quotation system, or (iii) be employed by or be an officer of any Person that is not significantly engaged in a Competitive Activity (provided that the Restricted Party does not participate in the Competitive Activity). For purposes of this Section 11.4, “significantly engaged in a Competitive Activity” shall mean that at least 10% of the consolidated net revenue derived during the last complete fiscal year of the Person is derived from a Competitive Activity.Non-Compete Agreement; (b) The Parties hereto agree that the covenants set forth in this Section 11.4 Officer shall not be enforced entitled to receive any further Welfare Benefits at the Company's expense as provided for Paragraph 4(d) or reimbursement or other payment of outplacement assistance under Paragraph 4(f); and (c) all unvested Equity Awards shall forthwith be cancelled and terminated, notwithstanding the provisions of any agreements to the fullest extent permissible under applicable Legal Requirementscontrary. If The Officer agrees that should all or any part of this Section 11.4 is held invalid, illegal or incapable of being enforced by any Legal Requirement or public policy, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect. Seller agrees that in the event of a breach or threatened breach by it or any application of the Restricted Parties Non-Compete Agreement be held or found invalid or unenforceable for any reason whatsoever by a court of competent jurisdiction in an action between the provisions of this Section 11.4Officer and the Company (and/or its subsidiaries), money damages would not be an adequate remedy and that Purchaser the Company nevertheless shall be entitled to seek temporarytake the actions described in Paragraph 7(a), preliminary (b) and (c) above, if the Officer breaches or permanent injunctive relief without threatens to breach any of the necessity of posting a bondobligations set forth in the Non-Compete Agreement. If any part The provisions of this Section 11.4 is held to be excessively broad as to durationParagraph 7 shall survive termination of this Agreement. The parties agrees that any prior written agreement, scopearrangement or understanding between the Officer and the Company, activity its subsidiaries or subject, such part will be construed by limiting and reducing it so as to be enforceable affiliates relating to the maximum extent compatible with applicable Legal RequirementsOfficer's post-employment obligations, including any covenant not to compete, shall not apply to any employment termination on and after a Change in Control, and the Company, its subsidiaries and affiliates shall have no payment obligations under any such agreement, arrangement or understanding.

Non-Compete Agreement. By signing this Agreement, the Officer specifically acknowledges that the Severance Benefits payable under Paragraph 4 are expressly conditioned upon the Officer entering into the Non-Compete Agreement in substantially the same form as attached as Exhibit B to this Agreement (“Non-Compete Agreement”) within 21 days after a Qualifying Termination. The Officer agrees that it is the intention of the parties that the Severance Benefits provided to Officer under Paragraph 4 of this Agreement are conditioned upon strict compliance with the Non-Compete Agreement by the Officer. If the Officer breaches (or threatens to breach) any obligations under the Non-Compete Agreement, then, in addition to any other legal or equitable remedies that may be available to the Company, its subsidiaries or affiliates, under the Non-Compete Agreement or otherwise: (a) After the Closing Date, and except as provided pursuant to Section 3.3 hereof or Officer shall forthwith repay to the extent necessary to perform Company a percentage of the transitional services for Purchaser pursuant total lump sum amount paid by the Company to the Transition Services AgreementOfficer under Paragraph 4(a) and 4(b) equal to X/12, Seller and Altor agree, for a period where X equals 36 less the number of seven months from Separation from Service to the date of the Officer’s breach (7) years following the Closing Date, that neither they nor their Affiliates (collectively, the “Restricted Parties”) shall directly or indirectly engage in the research, development, manufacture, or commercialization of any Tissue Factor Antagonist (the “Competitive Activity”); provided, however, that it shall not be a violation of this Section 11.4(a) for a Restricted Party to (i) own any debt securities or other debt obligations (other than convertible debt) of any Person, (ii) invest in securities representing less than five percent (5%threatened breach) of the outstanding capital stock of any Person, the securities of which are publicly traded or listed on any securities exchange or automated quotation system, or (iii) be employed by or be an officer of any Person that is not significantly engaged in a Competitive Activity (provided that the Restricted Party does not participate in the Competitive Activity). For purposes of this Section 11.4, “significantly engaged in a Competitive Activity” shall mean that at least 10% of the consolidated net revenue derived during the last complete fiscal year of the Person is derived from a Competitive Activity.Non-Compete Agreement; (b) The Parties hereto agree that the covenants set forth in this Section 11.4 Officer shall not be enforced entitled to receive any further Welfare Benefits at the Company’s expense as provided for Paragraph 4(c) or reimbursement or other payment of outplacement assistance under Paragraph 4(e); and (c) all unvested Equity Awards shall forthwith be cancelled and terminated, notwithstanding the provisions of any agreements to the fullest extent permissible under applicable Legal Requirementscontrary. If The Officer agrees that should all or any part of this Section 11.4 is held invalid, illegal or incapable of being enforced by any Legal Requirement or public policy, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect. Seller agrees that in the event of a breach or threatened breach by it or any application of the Restricted Parties Non-Compete Agreement be held or found invalid or unenforceable for any reason whatsoever by a court of competent jurisdiction in an action between the provisions of this Section 11.4Officer and the Company (and/or its subsidiaries), money damages would not be an adequate remedy and that Purchaser the Company nevertheless shall be entitled to seek temporarytake the actions described in Paragraph 7(a), preliminary (b) and (c) above, if the Officer breaches or permanent injunctive relief without threatens to breach any of the necessity of posting a bondobligations set forth in the Non-Compete Agreement. If any part The provisions of this Section 11.4 is held to be excessively broad as to durationParagraph 7 shall survive termination of this Agreement. The parties agrees that any prior written agreement, scopearrangement or understanding between the Officer and the Company, activity its subsidiaries or subject, such part will be construed by limiting and reducing it so as to be enforceable affiliates relating to the maximum extent compatible with applicable Legal RequirementsOfficer’s post-employment obligations, including any covenant not to compete, shall not apply to any employment termination on and after a Change in Control, and the Company, its subsidiaries and affiliates shall have no payment obligations under any such agreement, arrangement or understanding.

Non-Compete Agreement. (a) After the Closing DateUntil November 10, and except as provided pursuant to Section 3.3 hereof or to the extent necessary to perform the transitional services for Purchaser pursuant to the Transition Services Agreement, Seller and Altor agree, for a period of seven (7) years following the Closing Date, that neither they nor their Affiliates (collectively2002, the “Restricted Parties”) Executive shall not directly or indirectly engage in the researchbusiness of the acquisition of oil and natural gas reserves or of the production, developmentexploration, manufacturedevelopment and exploitation of oil and natural gas reserves, or commercialization any other business in which any member of the Company Group is directly or indirectly engaged as of the Termination Date; or any Tissue Factor Antagonist (other business in which any member of the “Competitive Activity”)Company Group directly or indirectly engages during the term of the Agreement; provided, however, that it the restriction in this Section 5 shall not be apply only to the reasonable and limited geographic area consisting of a violation 5 mile radius of the fields or leases described on Exhibit B hereto. For purposes of this Section 11.4(a5, the Executive shall be deemed to engage in a business if he directly or indirectly, engages or invests in, owns, manages, operates, controls or participates in the ownership, management, operation or control of, is employed by, associated or in any manner connected with, or renders services or advice to, any business engaged in any of the above-described activities; provided, however, that the Executive may invest in the securities of any enterprise (but without otherwise participating in the activities of such enterprise) for a Restricted Party to if (ix) own such securities are listed on any debt national or regional securities exchange or other debt obligations (other than convertible debthave been registered under Section 12(g) of any Person, the Securities Exchange Act of 1934 and (iiy) invest the Executive does not beneficially own (as defined Rule 13d-3 promulgated under the Securities Exchange Act of 1934) in securities representing less than five percent (excess of 5%) % of the outstanding capital stock of such enterprise; The Executive agrees that if a court of competent jurisdiction determines that the length of time or any Person, the securities of which are publicly traded or listed on any securities exchange or automated quotation systemother restriction, or (iii) be employed by or be an officer of any Person that is not significantly engaged in a Competitive Activity (provided that the Restricted Party does not participate in the Competitive Activity). For purposes of this Section 11.4portion thereof, “significantly engaged in a Competitive Activity” shall mean that at least 10% of the consolidated net revenue derived during the last complete fiscal year of the Person is derived from a Competitive Activity. (b) The Parties hereto agree that the covenants set forth in this Section 11.4 shall be enforced 5(b) is overly restrictive and unenforceable, the court may reduce or modify such restrictions to those which it deems reasonable and enforceable under the fullest extent permissible under applicable Legal Requirements. If all circumstances, and as so reduced or any part modified, the parties hereto agree that the restrictions of this Section 11.4 is held invalid, illegal or incapable of being enforced by any Legal Requirement or public policy, all other terms and provisions of this Agreement 5(b) shall nevertheless remain in full force and effect. Seller The Executive further agrees that in if a court of competent jurisdiction determines that any provision of this Section 5(b) is invalid or against public policy, the event of a breach or threatened breach by it or any of the Restricted Parties of the remaining provisions of this Section 11.4, money damages would 5(b) and the remainder of this Agreement shall not be an adequate remedy affected thereby, and that Purchaser shall be entitled to seek temporary, preliminary or permanent injunctive relief without the necessity of posting a bond. If any part of this Section 11.4 is held to be excessively broad as to duration, scope, activity or subject, such part will be construed by limiting remain in full force and reducing it so as to be enforceable to the maximum extent compatible with applicable Legal Requirementseffect.

Non-Compete Agreement. (a) After (a) It is agreed that during the Closing Dateperiod beginning on the date the Term of this Agreement expires and ending two (2) years (the "Non-Compete Term") thereafter, and except the Executive shall not, without prior written approval of the Board, become an officer, employee, agent, partner, consultant, beneficial/owner, agent, investor, or director of any entity located anywhere in the world which is engaged in the same business as the Company is engaged at any time during the Non-Competition Term provided pursuant to Section 3.3 hereof that, if the Executive is terminated by the Company without Cause or if the Executive terminates his employment for Good Reason, after a Triggering Transaction, then he will not be subject to the extent necessary to perform restrictions of this Section. (b) For purposes of Section 5.1, a business enterprise with which the transitional services for Purchaser pursuant to Executive becomes associated as an officer, employee, agent, partner, consultant, beneficial/owner, agent, investor or director shall be considered in substantial direct competition, if such entity competes with the Transition Services Agreement, Seller Company in any business in which the Company is engaged and Altor agree, for a period is within the Company's market area as of seven the date that the Employment Period expires. (7c) years following the Closing Date, that neither they nor their Affiliates (collectively, the “Restricted Parties”) shall directly or indirectly engage in the research, development, manufacture, or commercialization of any Tissue Factor Antagonist (the “Competitive Activity”); provided, however, that it The above constraint shall not be a violation of this Section 11.4(a) for a Restricted Party prevent the Executive from making passive investments, not to (i) own any debt securities or other debt obligations (other than convertible debt) of any Person, (ii) invest in securities representing less than exceed five percent (5%) of the outstanding capital stock of ), in any Person, the securities of which are publicly traded or listed on any securities exchange or automated quotation system, or (iii) be employed by or be an officer of any Person that is not significantly engaged in a Competitive Activity (provided that the Restricted Party does not participate in the Competitive Activity). For purposes of this Section 11.4, “significantly engaged in a Competitive Activity” shall mean that at least 10% of the consolidated net revenue derived during the last complete fiscal year of the Person is derived from a Competitive Activitycompany. (bd) The Parties hereto agree Executive agrees that the covenants set forth foregoing restrictions, in the absence of a Triggering Transaction are reasonable and may not prevent the Executive from earning a livelihood and furthermore, if any court of competent jurisdiction deems any of the provisions of the foregoing invalid, this Section 11.4 Agreement shall be enforced to the fullest full extent permissible that such other provisions are valid and such court may modify such restrictions to afford the Company the maximum applicable protection permitted under applicable Legal Requirements. If all or any part the law. (e) Should Executive be adjudicated by a court of competent Jurisdiction to be in violation of this Section 11.4 is held invalid, illegal 5.1 or incapable of being enforced by any Legal Requirement or public policySection 5.2 below, all other terms and provisions of amounts owed Executive pursuant to this Agreement shall nevertheless remain in full force be forfeited and effect. Seller agrees that in the event of a breach or threatened breach by it or any of the Restricted Parties of the provisions of this Section 11.4, money damages would not be an adequate remedy and that Purchaser Company shall be entitled to seek temporary, preliminary injunctive or permanent injunctive such other equitable relief without the necessity of posting a bond. If any part of this Section 11.4 as is held necessary to be excessively broad as to duration, scope, activity or subject, such part will be construed by limiting and reducing it so as to be enforceable to the maximum extent compatible with applicable Legal Requirementsrestrain Executive's breaching conduct.

Non-Compete Agreement. (a) After the Closing Date, and except as provided pursuant to Section 3.3 hereof or to the extent necessary to perform the transitional services for Purchaser pursuant to the Transition Services Agreement, Seller and Altor agree, for For a period of seven (7) two years following the Closing Date, that neither they nor their Affiliates (collectivelydate of this Agreement, the “Restricted Parties”) Employee shall not directly or indirectly engage in the research, development, manufacture, business of electronic claims processing; or commercialization any other business in which any member of any Tissue Factor Antagonist (the “Competitive Activity”)Company Group directly or indirectly engages as of this date; provided, however, that it the restriction in this Section 3 shall not be a violation apply only to the reasonable and limited geographic area consisting of any state in which any member of the Company Group directly or indirectly has offices, operations or customers, or otherwise conducts business. For purposes of this Section 11.4(a3, the Employee shall be deemed to engage in a business if she directly or indirectly engages or invests in, owns, manages, operates, controls or participates in the ownership, management, operation or control of, is employed by, associated or in any manner connected with, or renders services or advice to, any business engaged in electronic claims processing; provided, however, that the Employee may invest in the securities of any enterprise (but without otherwise participating in the activities of such enterprise) for a Restricted Party to if (ix) own such securities are listed on any debt national or regional securities exchange or other debt obligations (other than convertible debthave been registered under Section 12(g) of any Personthe Securities Exchange Act of 1934, as amended (iithe "Securities Act"), and (y) invest the Employee does not beneficially own (as defined in securities representing less than five percent (Rule 13d-3 promulgated under the Securities Act) in excess of 5%) % of the outstanding capital stock of such enterprise. The Employee agrees that if a court of competent jurisdiction determines that the length of time or any Person, the securities of which are publicly traded or listed on any securities exchange or automated quotation systemother restriction, or (iii) be employed by or be an officer of any Person that is not significantly engaged in a Competitive Activity (provided that the Restricted Party does not participate in the Competitive Activity). For purposes of this Section 11.4portion thereof, “significantly engaged in a Competitive Activity” shall mean that at least 10% of the consolidated net revenue derived during the last complete fiscal year of the Person is derived from a Competitive Activity. (b) The Parties hereto agree that the covenants set forth in this Section 11.4 shall be enforced 3(a) is overly restrictive and unenforceable, the court may reduce or modify such restrictions to those which it deems reasonable and enforceable under the fullest extent permissible under applicable Legal Requirements. If all circumstances, and as so reduced or any part modified, the parties hereto agree that the restrictions of this Section 11.4 is held invalid, illegal or incapable of being enforced by any Legal Requirement or public policy, all other terms and provisions of this Agreement 3(a) shall nevertheless remain in full force and effect. Seller The Employee further agrees that in if a court of competent jurisdiction determines that any provision of this Section 3(a) is invalid or against public policy, the event of a breach or threatened breach by it or any of the Restricted Parties of the remaining provisions of this Section 11.4, money damages would 3 and the remainder of this Agreement shall not be an adequate remedy affected thereby, and that Purchaser shall be entitled to seek temporary, preliminary or permanent injunctive relief without the necessity of posting a bond. If any part of this Section 11.4 is held to be excessively broad as to duration, scope, activity or subject, such part will be construed by limiting remain in full force and reducing it so as to be enforceable to the maximum extent compatible with applicable Legal Requirementseffect.