Common use of Noncompetition; Nonsolicitation Clause in Contracts

Noncompetition; Nonsolicitation. Participant acknowledges that during Participant’s Service, Participant will create and have access to confidential information and to important business relationships. Accordingly, Participant represents, warrants and covenants to the Company and its Subsidiaries that, subject to the last sentence of this Section 6(c), Participant will not, directly or indirectly, (i) during the Restricted Period without the express prior written approval of the Board, be or become Associated With a Competing Business (other than severance-type or retirement-type benefits from entities constituting prior employers of Participant) or (ii) during the Restricted Period without the express prior written approval of the Board, (a) solicit, sell to or service, for the account of any Competing Business, or assist any Person in soliciting, selling to, or servicing, for the account of any Competing Business, any Client, (b) solicit, approach or induce any Client to terminate or diminish its relationship with the Company or its Subsidiaries or to explore, discuss, investigate or consider a business relationship with a Competing Business, (c) solicit, approach or induce any Person who is then (or was at any time in the six (6) months immediately prior to the termination or cessation of Participant’s Service) an employee of or consultant to the Company or its Subsidiaries, to terminate or diminish his or her or its relationship with the Company or its Subsidiaries or to be or become Associated With a Competing Business, or (d) otherwise interfere with the relationship between the Company or its Subsidiaries and any of their respective Clients, employees, consultants, suppliers or service providers, or (e) take any steps to, or negotiate or enter into any oral or written agreement or understanding to, do any of the things referenced in (a), (b), (c), (d), or (e) of this Section. Notwithstanding the foregoing, Participant shall not be deemed to have violated this Section 6(c) if Participant becomes Associated With a Competing Business but, during the entire Restricted Period, Participant refrains from (x) working in or for any business unit, subsidiary or division which engages or is engaged, directly or indirectly, in any element of the Business and (y) directly or indirectly engaging in any element of the Business other than for the Company or its Subsidiaries as an employee thereof.

Noncompetition; Nonsolicitation. Participant Employee acknowledges that during Participantin his capacity as Employer’s Serviceemployee hereunder, Participant he will create and have access to confidential information and to important business relationships. Accordingly, Participant Employee represents, warrants and covenants to the Company and its Subsidiaries Employer that, subject to the last sentence of this Section 6(c)5.04, Participant he will not, directly or indirectly, (i) during the Restricted Period without the express prior written approval of the Board, be or become Associated With a Competing Business (other than severance-type or retirement-type benefits from entities constituting prior employers of ParticipantEmployee) or (ii) during the Restricted Period without the express prior written approval of the Board, (a) solicit, sell to or service, for the account of any Competing Business, or assist any Person in soliciting, selling to, or servicing, for the account of any Competing Business, any Client, (b) solicit, approach or induce any Client to terminate or diminish its relationship with the Company or its Subsidiaries Employer or to explore, discuss, investigate or consider a business relationship with a Competing Business, (c) solicit, approach or induce any Person who is then (or was at any time in the six (6) months immediately prior to the termination or cessation of ParticipantEmployee’s Serviceemployment) an employee of or consultant to the Company or its SubsidiariesEmployer, to terminate or diminish his or her or its relationship with the Company or its Subsidiaries Employer or to be or become Associated With a Competing Business, or (d) otherwise interfere with the relationship between the Company or its Subsidiaries Employer and any of their respective Clients, employees, consultants, suppliers or service providers, or (e) take any steps to, or negotiate or enter into any oral or written agreement or understanding to, do any of the things referenced in (a), (b), (c), (d), or (e) of this Section. Notwithstanding the foregoing, Participant Employee shall not be deemed to have violated this Section 6(c) 5.04 if Participant he becomes Associated With a Competing Business but, during the entire Restricted Period, Participant Employee refrains from (x) working in or for any business unit, subsidiary or division which engages or is engaged, directly or indirectly, in any element of the Business and (y) directly or indirectly engaging in any element of the Business other than for the Company or its Subsidiaries Employer as an employee thereof.

Noncompetition; Nonsolicitation. Participant acknowledges that during Participant’s Service(a) You acknowledge and recognize (i) the highly competitive nature of the business of the Company, Participant (ii) the importance to the Company of the Confidential Business Information and Trade Secrets (as defined in Sections 7(b) and 7(c) hereof) to which you will create have access, (iii) the importance to the Company of the knowledge and have access experience possessed by it relating to confidential information the requirements and to important terms of doing business relationshipswith existing or potential licensors, licensees, designers, suppliers and customers and methods of doing business, and (iv) the position of responsibility which you will hold with the Company. Accordingly, Participant represents, warrants and covenants to the Company and its Subsidiaries that, subject to the last sentence of this Section 6(c), Participant you agree that you will not, directly or indirectly, (i) during the Restricted Period without the express prior written approval of the Board, be or become Associated With a Competing Business (other than severance-type or retirement-type benefits from entities constituting prior employers of Participant) or (ii) during the Restricted Period without the express prior written approval of the Board, (a) solicit, sell to or service, for the account of any Competing Business, or assist any Person in soliciting, selling to, or servicing, for the account of any Competing Business, any Client, (b) solicit, approach or induce any Client to terminate or diminish its relationship with the Company or its Subsidiaries or to explore, discuss, investigate or consider a business relationship with a Competing Business, (c) solicit, approach or induce any Person who is then (or was at any time in the six (6) months immediately prior to the termination or cessation of Participant’s Service) an employee of or consultant to during your employment by the Company or its Subsidiaries, to terminate or diminish his or her or its relationship and during the period commencing with the Company or its Subsidiaries or to be or become Associated With a Competing Business, or (d) otherwise interfere Termination Date and ending with the relationship between last day of the term of this agreement (the "Severance Period") (provided that the Company is making or its Subsidiaries and any of their respective Clients, employees, consultants, suppliers or service providers, or (e) take any steps to, or negotiate or enter into any oral or written agreement or understanding to, do any of has made the things referenced in (a), (b), (c), (d), or (e) of this Section. Notwithstanding the foregoing, Participant shall not payments to you which may be deemed to have violated this Section 6(c) if Participant becomes Associated With a Competing Business but, required hereunder during the entire Restricted Severance Period, Participant refrains from ): (x) working engage in or for any business unit, subsidiary or division which engages or is engagedthen competes, directly or indirectly, with the business then conducted or licensed by the Company or any of its affiliates, including, without limitation, the manufacturing, marketing and sale of products by independent licensees under trademarks owned by the Company or any of its affiliates, whether such other engagement is as an officer, director, employee, proprietor, consultant, independent contractor, partner, advisor, agent or investor (other than as a passive investor in any element less than 5% of the Business and outstanding capital stock of a publicly traded corporation); or (y) directly assist other persons or indirectly businesses in engaging in any element business activities prohibited under clause (x). You further agree that during the term of this agreement and for a period of two (2) years following the end of the Business other than for Severance Period, you will not, directly or indirectly, induce any employees of the Company to engage in any such activities or its Subsidiaries as an employee thereofto terminate their employment or hire or attempt to hire any employees of the Company.

Noncompetition; Nonsolicitation. Participant acknowledges that during Participant’s Service, Participant will create (a) For a period beginning on the Closing Date and have access to confidential information and to important business relationships. Accordingly, Participant represents, warrants and covenants to ending five (5) years after the Company and its Subsidiaries that, subject to Closing (the last sentence of this Section 6(c“Noncompete Period”), Participant will notnone of Seller, VION or their respective Affiliates may directly or indirectly, as agent, consultant, stockholder, member, manager, director, co-partner or in any other representative capacity, own, operate, manage, control, engage in, invest in or participate in any manner in, act as a consultant or advisor to, render services for (alone or in association with any person, firm, corporation or entity), or otherwise assist any person or entity (other than the Banner Companies) that engages in or owns, invests in, operates, manages or controls any venture or enterprise that directly or indirectly engages or proposes to engage in the Business (as currently conducted by the Banner Companies) in any jurisdiction in which the Business is currently operated (the “Competitive Activities”); provided, however, that nothing contained herein will be construed to prevent Seller, VION or any of their respective Affiliates from (i) during carrying out the Restricted Period without business of manufacturing and selling gelatin, which, for the express prior written approval avoidance of doubt, the Boardparties agree is not a Competitive Activity, be or become Associated With a Competing Business (other than severance-type or retirement-type benefits from entities constituting prior employers of Participant) or (ii) during investing in the Restricted Period without stock of any other entity engaged in the express prior written approval Business or other entity that competes with any company listed on a national securities exchange or traded in the over-the-counter market, but only if Seller, VION or their respective Affiliate, as applicable, is not involved in the business of said company and if Seller, VION or their respective Affiliate, as applicable and their associates (as such term is defined in Regulation 14(A) promulgated under the Securities Exchange Act of 1934, as in effect on the date hereof), collectively, do not own more than an aggregate of two percent (2%) of the Boardstock of such company. It is understood and agreed that should any portion, (a) solicitprovision or clause of this Section 7.13 be deemed too broad to permit enforcement to its full extent, sell to or service, for the account of any Competing Business, or assist any Person in soliciting, selling to, or servicing, for the account of any Competing Business, any Client, (b) solicit, approach or induce any Client to terminate or diminish its relationship with the Company or its Subsidiaries or to explore, discuss, investigate or consider a business relationship with a Competing Business, (c) solicit, approach or induce any Person who is then (or was at any time in the six (6) months immediately prior it will be enforced to the termination or cessation maximum extent permitted by applicable law, and each of Participant’s Service) an employee of or consultant to the Company or its SubsidiariesSeller, to terminate or diminish his or her or its relationship with the Company or its Subsidiaries or to be or become Associated With a Competing Business, or (d) otherwise interfere with the relationship between the Company or its Subsidiaries VION and any of their respective Clients, employees, consultants, suppliers or service providers, or (e) take any steps to, or negotiate or enter into any oral or written agreement or understanding to, do any of Affiliates hereby consents and agrees that such scope will be modified by the things referenced in (a), (b), (c), (d), or (e) of this Section. Notwithstanding the foregoing, Participant shall not be deemed to have violated this Section 6(c) if Participant becomes Associated With a Competing Business but, during the entire Restricted Period, Participant refrains from (x) working in or for any business unit, subsidiary or division which engages or is engaged, directly or indirectly, court in any element of the Business and (y) directly or indirectly engaging in any element of the Business other than for the Company or its Subsidiaries as an employee thereofproceeding brought to enforce such restriction.

Noncompetition; Nonsolicitation. Participant Employee acknowledges that during Participantin his capacity as Employer’s Serviceemployee hereunder, Participant he will create and have access to confidential information and to important business relationships. Accordingly, Participant Employee represents, warrants and covenants to the Company and its Subsidiaries Employer that, subject to the last sentence of this Section 6(c)5.04, Participant he will not, directly or indirectly, (i) during the Restricted Period without the express prior written approval of the Board, be or become Associated With a Competing Business (other than severance-type or retirement-type benefits from entities constituting prior employers of ParticipantEmployee) or (ii) during the Restricted Period without the express prior written approval of the Board, (a) solicit, sell to or service, for the account of any Competing Business, or assist any Person in soliciting, selling to, or servicing, for the account of any Competing Business, any Client, (b) solicit, approach or induce any Client to terminate or diminish its relationship with the Company or its Subsidiaries Employer or to explore, discuss, investigate or consider a business relationship with a Competing Business, (c) solicit, approach or induce any Person who is then (or was at any time in the six (6) months immediately prior to the termination or cessation of ParticipantEmployee’s Serviceemployment) an employee of or consultant to the Company or its SubsidiariesEmployer, to terminate or diminish his or her or its relationship with the Company or its Subsidiaries Employer or to be or become Associated With a Competing Business, or (d) otherwise interfere with the relationship between the Company or its Subsidiaries Employer and any of their respective Clients, employees, consultants, suppliers or service providers, or (e) take any steps to, or negotiate or enter into any oral or written agreement or understanding to, do any of the things referenced in (a), (b), (c), (d), or (e) of this SectionSection 5.04. Notwithstanding the foregoing, Participant Employee shall not be deemed to have violated this Section 6(c) 5.04 if Participant he becomes Associated With a Competing Business but, during the entire Restricted Period, Participant Employee refrains from (x) working in or for any business unit, subsidiary or division which engages or is engaged, directly or indirectly, in any element of the Business and (y) directly or indirectly engaging in any element of the Business other than for the Company or its Subsidiaries Employer as an employee thereof.

Noncompetition; Nonsolicitation. Participant Employee acknowledges that during Participantin her capacity as Employer’s Serviceemployee hereunder, Participant she will create and have access to confidential information and to important business relationships. Accordingly, Participant Employee represents, warrants and covenants to the Company and its Subsidiaries Employer that, subject to the last sentence of this Section 6(c)5.04, Participant she will not, directly or indirectly, (i) during the Restricted Period without the express prior written approval of the Board, be or become Associated With a Competing Business (other than severance-type or retirement-type benefits from entities constituting prior employers of ParticipantEmployee) or (ii) during the Restricted Period without the express prior written approval of the Board, (a) solicit, sell to or service, for the account of any Competing Business, or assist any Person in soliciting, selling to, or servicing, for the account of any Competing Business, any Client, (b) solicit, approach or induce any Client to terminate or diminish its relationship with the Company or its Subsidiaries Employer or to explore, discuss, investigate or consider a business relationship with a Competing Business, (c) solicit, approach or induce any Person who is then (or was at any time in the six (6) months immediately prior to the termination or cessation of ParticipantEmployee’s Serviceemployment) an employee of or consultant to the Company or its SubsidiariesEmployer, to terminate or diminish his or her or its relationship with the Company or its Subsidiaries Employer or to be or become Associated With a Competing Business, or (d) otherwise interfere with the relationship between the Company or its Subsidiaries Employer and any of their respective Clients, employees, consultants, suppliers or service providers, or (e) take any steps to, or negotiate or enter into any oral or written agreement or understanding to, do any of the things referenced in (a), (b), (c), (d), or (e) of this Section. Notwithstanding the foregoing, Participant Employee shall not be deemed to have violated this Section 6(c) 5.04 if Participant she becomes Associated With a Competing Business but, during the entire Restricted Period, Participant Employee refrains from (x) working in or for any business unit, subsidiary or division which engages or is engaged, directly or indirectly, in any element of the Business and (y) directly or indirectly engaging in any element of the Business other than for the Company or its Subsidiaries Employer as an employee thereof.

Noncompetition; Nonsolicitation. Participant Employee acknowledges that during Participantin his capacity as Employer’s Serviceemployee hereunder, Participant he will create and have access to confidential information and to important business relationships. Accordingly, Participant Employee represents, warrants and covenants to the Company and its Subsidiaries Employer that, subject to the last sentence of this Section 6(c)5.04, Participant he will not, directly or indirectly, (i) during the Restricted Period without the express prior written approval of the Board, be or become Associated With a Competing Business (other than severance-type or retirement-type benefits from entities constituting prior employers of ParticipantEmployee) or (ii) during the Restricted Period without the express prior written approval of the Board, (a) solicit, sell to or service, for the account of any Competing Business, or assist any Person in soliciting, selling to, or servicing, for the account of any Competing Business, any Client, (b) solicit, approach or induce any Client to terminate or diminish its relationship with the Company or its Subsidiaries Employer or to explore, discuss, investigate or consider a business relationship with a Competing Business, (c) solicit, approach or induce any Person who is then (or was at any time in the six (6) months immediately prior to the termination or cessation of ParticipantEmployee’s Serviceemployment) an employee of or consultant to the Company or its SubsidiariesEmployer, to terminate or diminish his or her or its relationship with the Company or its Subsidiaries Employer or to be or become Associated With a Competing Business, or (d) otherwise interfere with the relationship between the Company or its Subsidiaries Employer and any of their respective Clients, employees, consultants, suppliers or service providers, or (e) take any steps to, or negotiate or enter into any oral or written agreement or understanding to, do any of the things referenced in (a), (b), (c), (d), or (e) of this Section. Notwithstanding the foregoing, Participant Employee shall not be deemed to have violated this Section 6(c) 5.04 if Participant he becomes Associated With a Competing Business but, during the entire Restricted Period, Participant Employee refrains from (x) working in or for any business unit, unit subsidiary or division which engages or is engaged, directly or indirectly, in any element of the Business and (y) directly or indirectly engaging in any element of the Business other than for the Company or its Subsidiaries Employer as an employee thereof.

Noncompetition; Nonsolicitation. Participant acknowledges that during Participant’s Service, Participant will create (a) During the period beginning on the Closing Date and have access to confidential information and to important business relationships. Accordingly, Participant represents, warrants and covenants to ending two (2) years from the Company and its Subsidiaries that, subject to the last sentence later of this Section 6(c), Participant will not, directly or indirectly, (i) during the Restricted Period without the express prior written approval last date of the Boardemployment of Ality Xxxxxxxxxx and Xxxxxx Xxxxxxxxxx, be as applicable, with Buyer or become Associated With a Competing Business (other than severance-type or retirement-type benefits from entities constituting prior employers an affiliate of Participant) Buyer or (ii) during the Restricted Period last date on which Contingent Consideration is paid, if any, none of the Seller Parties will, without the express prior written approval consent of the BoardBuyer, (a) solicitwork with, sell to or service, for the account of any Competing Business, or assist any Person in soliciting, selling provide services to, or servicingown an interest in any business that competes directly or indirectly with the Company’s Business, for other than any such party’s capacity as an employee or equity holder of Buyer or its affiliates. The foregoing agreement shall not be deemed to restrict the account ownership by any Seller Party of up to three percent (3%) of any Competing Business, class of the outstanding capital stock of any Client, corporation conducting a business similar to the Company’s Business that is regularly traded on a national securities exchange. The consideration for this agreement is included in the Purchase Price. (b) During the period beginning on the Closing Date and ending two (2) years from the later of (i) last date of employment of Ality Xxxxxxxxxx and Xxxxxx Xxxxxxxxxx, as applicable, with Buyer or an affiliate of Buyer or (ii) the last date on which Contingent Consideration is paid, if any, none of the Seller Parties will, none of the Seller Parties will, other than in furtherance of any such party’s employment with Buyer, without the prior written consent of Buyer: (i) hire, attempt to hire, solicit, approach induce, or attempt to solicit or induce any Client employee or independent contractor of Buyer (including Referral Sources) to leave Buyer’s employment or to terminate or diminish its relationship with the Company or its Subsidiaries or to explore, discuss, investigate or consider a business relationship with a Competing Business, (c) solicit, approach or induce any Person who is then (or was at any time in the six (6) months immediately prior to the termination or cessation of Participant’s Service) an employee of or consultant to the Company or its Subsidiaries, to terminate or diminish his or her or its contractual and/or business relationship with the Company Company; provided, however, that general advertising not targeting Buyer’s employees shall not be a breach of this Section 7.3(b)(i); (ii) Call on or communicate with (except if such contact is not to the 32 business detriment of Buyer), or divert or solicit, any of the Referral Sources or Merchants; (iii) work with or provide services related to the Company’s Business to any Merchant or other customer of Buyer or any affiliate of Buyer; or (iv) encourage or persuade any Merchant or other customer of Buyer or its Subsidiaries affiliates not to enter into an agreement or to terminate an agreement with Buyer or its affiliates or to obtain similar services from a competitor of Buyer or its affiliates. (c) The consideration for this Section 7.3 is included in the Purchase Price. The Parties specifically acknowledge and agree that the remedy at law for any breach of this Section 7.3 will be or become Associated With inadequate and that Buyer, in addition to any other relief available to it, may be entitled to temporary and permanent injunctive relief without the necessity of proving actual damage. In addition, notwithstanding the provisions of Article IX, Buyer may be entitled to recover, directly from any Seller Party, its actual damages as a Competing Business, or result of a breach of Section 7.3. The rights and remedies of the Parties to this Agreement are cumulative and not alternative. (d) otherwise interfere During the period beginning on the Closing Date and ending two (2) years from the last date of employment of any Seller Party with the relationship between the Company Buyer or its Subsidiaries and an affiliate of Buyer, neither Buyer nor any Seller Party will disparage another Party or any of their its respective Clientsaffiliates, employeesmembers, consultantsdirectors, suppliers officers, employees or service providersagents. For purposes of clarity, statements made by a Party in the context of a good-faith pursuant of a claim or (e) take any steps to, or negotiate or enter into any oral or written agreement or understanding to, do any of action against the things referenced other Party in (a), (b), (c), (d), or (e) connection with this Agreement shall not give rise to a breach of this SectionSection 7.3(d). Notwithstanding the foregoing, Participant shall not be deemed to have violated this Section 6(c) if Participant becomes Associated With a Competing Business but, during the entire Restricted Period, Participant refrains from (x) working in or for any business unit, subsidiary or division which engages or is engaged, directly or indirectly, in any element of the Business and (y) directly or indirectly engaging in any element of the Business other than for the Company or its Subsidiaries as an employee thereof.7.4

Noncompetition; Nonsolicitation. Participant acknowledges 13.10.1 As further consideration for the transactions contemplated hereby, during the period commencing on the Effective Date and ending on the later of (i) the date that during Participant’s Serviceis two (2) years after the date hereof, Participant will create and have access to confidential information (ii) if the Option Notice is delivered in accordance with Section 9.2, the later of (a) three (3) years after the date hereof, and to important business relationships. Accordingly(b) the date that is one (1) years after the Purchase Closing Date (the “Restriction Term”) (provided, Participant represents, warrants and covenants to that the Company and its Subsidiaries that, subject to Restriction Term shall terminate upon the last sentence earlier termination of this Section 6(cAgreement), Participant will notBMS covenants and agrees with Purchaser that neither BMS nor its Affiliates shall, and BMS shall cause its Affiliates not to, directly or indirectly, for BMS or on behalf of or in conjunction with any other Person, engage in the Territory in the Exploitation of any recombinant thrombin or of any hemostat product containing recombinant thrombin as its principal active ingredient (i) during except for the Restricted Period without the express prior written approval manufacture and sale of the Board, be Products pursuant to the Supply Agreement or become Associated With of recombinant thrombin active ingredient or drug product containing recombinant thrombin active ingredient pursuant to the Orthovita Supply Agreement) (a Competing Business (other than severance-type or retirement-type benefits from entities constituting prior employers of Participant) or (ii) during the Restricted Period without the express prior written approval of the Board, (a) solicit, sell to or service, for the account of any “Competing Business, or assist any Person in soliciting, selling to, or servicing, for the account of any Competing Business, any Client, (b) solicit, approach or induce any Client to terminate or diminish its relationship with the Company or its Subsidiaries or to explore, discuss, investigate or consider a business relationship with a Competing Business, (c) solicit, approach or induce any Person who is then (or was at any time in the six (6) months immediately prior to the termination or cessation of Participant’s Service) an employee of or consultant to the Company or its Subsidiaries, to terminate or diminish his or her or its relationship with the Company or its Subsidiaries or to be or become Associated With a Competing Business, or (d) otherwise interfere with the relationship between the Company or its Subsidiaries and any of their respective Clients, employees, consultants, suppliers or service providers, or (e) take any steps to, or negotiate or enter into any oral or written agreement or understanding to, do any of the things referenced in (a”), (b), (c), (d), or (e) of this Section. Notwithstanding the foregoing, Participant This Section 13.10.1 shall not be deemed to have violated this Section 6(cbeen breached as a result of: (1) if Participant becomes Associated With the ownership by BMS or any of its Affiliates of less than twenty percent (20%) in the aggregate of any class of stock of a Competing Business but, during the entire Restricted Period, Participant refrains from (x) working in or for any business unit, subsidiary or division which engages or is Person engaged, directly or indirectly, in any element Competing Business, or (2) the ownership by BMS or any of its Affiliates of any Competing Business if such ownership arises as a result of the acquisition following the Effective Date of a Person that engages, directly or indirectly, in a Competing Business, and (x) in its last full fiscal year prior to such acquisition, the consolidated revenues of such Person from the Competing Business and constituted less than fifteen percent (15%) of the total consolidated revenues of such Person, or (y) directly following such acquisition, BMS (or indirectly engaging its applicable Affiliate) uses, until the expiration of the Restricted Term, reasonable best efforts to sell that portion of the business of such entity as constitutes a Competing Business, provided that BMS (or its applicable Affiliate) shall allow Purchaser to participate in any element auction or sale process regarding the sale of the Business other than for the Company or its Subsidiaries as an employee thereofsuch Competing Business.

Noncompetition; Nonsolicitation. Participant acknowledges that during Participant’s Service, Participant will create and have access to confidential information and to important business relationships. Accordingly, Participant represents, warrants and covenants to the Company and its Subsidiaries that, subject to the last sentence of this Section 6(c8(c), Participant will not, directly or indirectly, (i) during the Restricted Period without the express prior written approval of the Board, be or become Associated With a Competing Business (other than severance-type or retirement-type benefits from entities constituting prior employers of Participant) or (ii) during the Restricted Period without the express prior written approval of the Board, (a) solicit, sell to or service, for the account of any Competing Business, or assist any Person in soliciting, selling to, or servicing, for the account of any Competing Business, any Client, (b) solicit, approach or induce any Client to terminate or diminish its relationship with the Company or its Subsidiaries or to explore, discuss, investigate or consider a business relationship with a Competing Business, (c) solicit, approach or induce any Person who is then (or was at any time in the six (6) months immediately prior to the termination or cessation of Participant’s Service) an employee of or consultant to the Company or its Subsidiaries, to terminate or diminish his or her or its relationship with the Company or its Subsidiaries or to be or become Associated With a Competing Business, or (d) otherwise interfere with the relationship between the Company or its Subsidiaries and any of their respective Clients, employees, consultants, suppliers or service providers, or (e) take any steps to, or negotiate or enter into any oral or written agreement or understanding to, do any of the things referenced in (a), (b), (c), (d), or (e) of this Section. Notwithstanding the foregoing, Participant shall not be deemed to have violated this Section 6(c8(c) if Participant becomes Associated With a Competing Business but, during the entire Restricted Period, Participant refrains from (x) working in or for any business unit, subsidiary or division which engages or is engaged, directly or indirectly, in any element of the Business and (y) directly or indirectly engaging in any element of the Business other than for the Company or its Subsidiaries as an employee thereof.

Noncompetition; Nonsolicitation. Participant acknowledges that during Participant’s Service, Participant will create and have access to confidential information and to important business relationships. Accordingly, Participant represents, warrants and covenants to (a) For a period of five (5) years commencing on the Company and its Subsidiaries that, subject to Closing Date (the last sentence of this Section 6(c“Restricted Period”), Participant will Seller shall not, and shall cause each of its Affiliates not to, directly or indirectly, (i) during engage in or assist others in engaging in any Restricted Business anywhere in the Restricted Period without the express prior written approval of the Board, be or become Associated With a Competing Business (other than severance-type or retirement-type benefits from entities constituting prior employers of Participant) or Territory; (ii) during participate in any way in, or be associated in any way with or have any interest of any nature whatsoever (financial or otherwise) in any Person that engages directly or indirectly in, any Restricted Business anywhere in the Restricted Period without the express prior written approval Territory in any capacity, including, as a partner, shareholder, member, officer, director, manager, employee, principal, investor, advisor, lender, guarantor, agent, trustee, or consultant; (iii) call upon, solicit, divert, attempt to solicit or divert, or conduct or carry on any business with any of the Board, (a) solicit, sell to current or service, potential customers of the Commercial Business for the account benefit of any Competing Business, or assist any Person in soliciting, selling to, or servicing, for the account of any Competing Business, any Client, (b) solicit, approach or induce any Client to terminate or diminish its relationship with the Company or its Subsidiaries or to explore, discuss, investigate or consider a business relationship with a Competing Business, (c) solicit, approach or induce any Person who is then (or was at any time in the six (6) months immediately prior to the termination or cessation of Participant’s Service) an employee of or consultant to the Company or its Subsidiaries, to terminate or diminish his or her or its relationship with the Company or its Subsidiaries or to be or become Associated With a Competing Business, Restricted Business ; or (div) otherwise interfere or attempt to interfere with the any business relationship between the Company or its Subsidiaries Commercial Business and any of their respective Clients, employees, consultants, suppliers current or service providers, potential customer or (e) take any steps to, or negotiate or enter into any oral or written agreement or understanding to, do any supplier of the things referenced in (a), (b), (c), (d), Commercial Business or (e) of this Sectionany other Person with which the Buyer has a business relationship. Notwithstanding the foregoing, Participant shall not be deemed to have violated this Section 6(c) if Participant becomes Associated With a Competing Business butSeller and its Affiliates may own, during the entire Restricted Perioddirectly or indirectly, Participant refrains from (x) working in or for solely as an investment, securities of any business unit, subsidiary or division which engages or is engagedPerson traded on any national securities exchange that engages, directly or indirectly, in any element Restricted Business anywhere in the Territory if the Seller or such Affiliate is not a controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly, own 1% or more of any class of securities of such Person. In addition, notwithstanding the foregoing, (i) for a period not to exceed 150 days following the Closing Date, Seller may continue to sell or distribute the commercial flooring products listed on Schedule 6.03(a) pursuant to its Masland Energy mainstreet program through its residential sales force to customers whose primary business is residential sales; and (ii) Seller may continue to sell or distribute indefinitely commercial flooring products that are not listed on Schedule 6.03(a) through any mainstreet program then existing utilizing its residential sales force to customers whose primary business is residential. Seller may also dispose of the Business and (y) directly Excluded Inventory as second quality or indirectly engaging in any element of the Business other than for the Company obsolete off goods through customary channels at discounted prices indefinitely until such goods have been completely sold or its Subsidiaries as an employee thereofotherwise disposed.

Noncompetition; Nonsolicitation. Participant acknowledges that during Participant’s Service, Participant will create and have access to confidential information and to important business relationships. Accordingly, Participant represents, warrants and covenants to (a) During the Company and its Subsidiaries that, subject to the last sentence of this Section 6(c), Participant will notNoncompetition Period (as hereinafter defined) (i) no Major Employee Equityholder will, directly or indirectly, (i) during or as a stockholder, partner, member, manager, director, employee, consultant or other owner or participant in any Person other than the Restricted Period without the express prior written approval of the BoardCompany, be engage in or become Associated With a Competing assist any other Person to engage in any Covered Business (other than severance-type or retirement-type benefits from entities constituting prior employers of Participantas hereinafter defined) or anywhere in the Covered Area (as hereinafter defined), (ii) during the Restricted Period without the express prior written approval of the Boardno Major Employee Equityholder will, (a) solicitdirectly or indirectly, sell solicit or endeavor to or service, for the account of any Competing Business, or assist any Person in soliciting, selling to, or servicing, for the account of any Competing Business, any Client, (b) solicit, approach or induce any Client to terminate or diminish its relationship with entice away from the Company or its Subsidiaries or to explore, discuss, investigate or consider a business relationship with a Competing Business, (c) solicit, approach or induce any Person who is then (is, or was at any time in within the six (6) months immediately one-year period prior to the termination or cessation of Participant’s Service) thereto, an employee of or consultant to the Company and (iii) no Major Employee Equityholder will, directly or its Subsidiariesindirectly, solicit or endeavor to terminate or diminish his or her or its relationship entice away from the Company, endeavor to reduce the business conducted with the Company or its Subsidiaries or to be or become Associated With a Competing Businessby, or (d) otherwise interfere with the business relationship between of the Company with, any Person who is, or its Subsidiaries and any of their respective Clientswas within the one-year period prior thereto, employeesa customer or client of, consultantssupplier, suppliers vendor or service providers, or (e) take any steps provider to, or negotiate or enter into any oral or written agreement or understanding toother Person having business relations with, do any of the things referenced in (a), (b), (c), (d), or (e) of this SectionCompany. Notwithstanding the foregoing, Participant (i) the ownership of less than 1% of the outstanding stock of any publicly-traded corporation shall not be deemed to have violated this Section 6(c) if Participant becomes Associated With be engaging in a Competing Business but, during the entire Restricted Period, Participant refrains from (x) working in or for any business unit, subsidiary or division which engages or is engaged, directly or indirectly, in any element of the Covered Business and (yii) directly this Section 4.8 shall not prohibit a Major Employee Equityholder from performing any services for the Company. This Section 4.8 shall also not prohibit any Major Employee Equityholder or indirectly engaging any of his, her or its affiliates from (i) conducting any general solicitations in a newspaper, trade publication or other periodical or web posting not specifically targeted at any element of the Business other than for person employed by the Company or its Subsidiaries as an employee thereofemployees of the Company, generally, or (ii) participating in job fairs, career fairs or similar recruiting events not specifically targeted at any person employed by the Company or employees of the Company, generally.

Noncompetition; Nonsolicitation. The Participant acknowledges that during the Participant’s Service, the Participant will create and have access to confidential information and to important business relationships. Accordingly, the Participant represents, warrants and covenants to the Company and its Subsidiaries that, subject to the last sentence of this Section 6(c6(b), the Participant will not, directly or indirectly, (i) during the Restricted Period without the express prior written approval of the Board, be or become Associated With a Competing Business (other than severance-type or retirement-type benefits from entities constituting prior employers of the Participant) or (ii) during the Restricted Period without the express prior written approval of the Board, (a) solicit, sell to or service, for the account of any Competing Business, or assist any Person in soliciting, selling to, to or servicing, for the account of any Competing Business, any Client, (b) solicit, approach or induce any Client to terminate or diminish its relationship with the Company or its Subsidiaries or to explore, discuss, investigate or consider a business relationship with a Competing Business, (c) solicit, approach or induce any Person who is then (or was at any time in the six (6) months immediately prior to the termination or cessation of the Participant’s Service) an employee of or consultant to the Company or its SubsidiariesSubsidiaries with whom the Participant worked while employed by the Company or a Subsidiary (whether as supervisor, subordinate or otherwise) or otherwise had substantial contact, to terminate or diminish his or her or its such Person’s relationship ​ ​ with the Company or its Subsidiaries or to be or become Associated With a Competing Business, or (d) otherwise interfere with the relationship between the Company or its Subsidiaries and any of their respective Clients, employees, consultants, suppliers or service providers, or (e) take any steps to, or negotiate or enter into any oral or written agreement or understanding to, do any of the things referenced in (a), (b), ) or (c), (d), or (e) of this SectionSection 6(b)(ii). Notwithstanding the foregoing, the Participant shall not be deemed to have violated this Section 6(c6(b) if the Participant becomes Associated With a Competing Business but, during the entire Restricted Period, the Participant refrains from (x) working in or for any business unit, subsidiary or division which engages or is engaged, directly or indirectly, in any element of the Business and (y) directly or indirectly engaging in any element of the Business other than for the Company or its Subsidiaries as an employee thereof.

Noncompetition; Nonsolicitation. Participant (a) Executive acknowledges and recognizes the highly competitive nature of the Businesses and that access to the confidential records and proprietary information of Businesses renders him special and unique within the Buyer’s industry. In consideration of the payment by the Company to Executive of amounts that may hereafter be paid to Executive pursuant to this Agreement (including, without limitation, pursuant to Sections 3 and 5 hereof) and other obligations undertaken by the Company hereunder, Executive agrees that during Participant’s Service, Participant will create and have access to confidential information and to important business relationships. Accordingly, Participant represents, warrants and covenants to (i) his employment with the Company and its Subsidiaries that(ii) the period beginning on the date of termination of employment for any reason and ending two years after the date of termination of employment (the “Post-Employment Non-Competition Period”), subject to Executive shall not, directly or indirectly, engage (as owner, investor, partner, stockholder, employer, employee, consultant, advisor, director or otherwise) in any Competing Business, provided that the last sentence provisions of this Section 6(c6.2(a) will not be deemed breached merely because Executive owns less than 1% of the outstanding common stock of a publicly-traded company. For purposes of this Agreement, “Competing Business” shall mean (i) any business in which the Buyer or its Affiliates is currently engaged anywhere in North America, including but not limited to the exploitation of intellectual property rights; and (ii) any other business which the Buyer engages in anywhere in the world during Executive’s employment with the Company. In further consideration of the payment by the Company to Executive of amounts that may hereafter be paid to Executive pursuant to this Agreement (including, without limitation, pursuant to Sections 3 and 5 hereof) and other obligations undertaken by the Company hereunder, Executive agrees that during (a) his employment with the Company and (b) the period beginning on the date of termination of employment for any reason and ending two years after the date of termination of employment (the “Post-Employment Non-Solicitation Period”), Participant will he shall not, directly or indirectly, (i) during the Restricted Period without the express prior written approval solicit, encourage or attempt to solicit or encourage any of the Boardemployees, be agents, consultants or become Associated With a Competing Business (other than severance-type or retirement-type benefits from entities constituting prior employers of Participant) or (ii) during the Restricted Period without the express prior written approval representatives of the Board, (a) solicit, sell to Buyer or service, for the account any of any Competing Business, or assist any Person in soliciting, selling to, or servicing, for the account of any Competing Business, any Client, (b) solicit, approach or induce any Client its Affiliates to terminate or diminish its relationship with the Company or its Subsidiaries or to explorehis, discussher, investigate or consider a business relationship with a Competing Business, (c) solicit, approach or induce any Person who is then (or was at any time in the six (6) months immediately prior to the termination or cessation of Participant’s Service) an employee of or consultant to the Company or its Subsidiaries, to terminate or diminish his or her or its relationship with the Company Buyer or such Affiliate; (ii) solicit, encourage or attempt to solicit or encourage any of the employees, agents, consultants or representatives of the Buyer or any of its Affiliates to become employees, agents, representatives or consultants of any other person or entity; (iii) solicit or attempt to solicit or otherwise communicate with any supplier, customer, prospective customer, vendor or distributor of the Buyer or any of its Affiliates with respect to any product or service being, or proposed to be, furnished, made, sold or leased to or by the Buyer or its Subsidiaries Affiliates during the Term; or (iv) persuade or seek to persuade any supplier or customer of the Buyer or any Affiliate to cease to do business or to be reduce the amount of business which any supplier or become Associated With a Competing Businesscustomer has customarily done or which any supplier, customer or (d) otherwise interfere prospective customer contemplates doing with the Buyer or such Affiliate, whether or not the relationship between the Company Buyer or its Subsidiaries Affiliate and any of their respective Clients, employees, consultants, suppliers such supplier or service providers, customer was originally established in whole or (e) take any steps to, or negotiate or enter into any oral or written agreement or understanding to, do any of the things referenced in (a), (b), (c), (d), or (e) part through Executive’s efforts.For purposes of this Section. Notwithstanding the foregoing, Participant shall not be deemed to have violated this Section 6(c6.2(b) if Participant becomes Associated With a Competing Business butonly, during the entire Restricted Post-Employment Non-Solicitation Period, Participant refrains from (x) working the terms “supplier,” “customer,” “vendor” and “distributor” shall mean a supplier, customer, vendor or distributor who has done business with the Buyer or any of its Affiliates within twelve months preceding the termination of Executive’s employment and the term “prospective customer” shall mean any entity to which the Buyer or any of its Affiliates proposed providing products or services in or for any business unit, subsidiary or division which engages or is engaged, directly or indirectly, in any element the twelve-month period immediately prior to Executive’s termination of employment with the Business and (y) directly or indirectly engaging in any element of the Business other than for the Company or its Subsidiaries as an employee thereofCompany.

Noncompetition; Nonsolicitation. Participant acknowledges that during Participant’s Service, Participant will create and have access to confidential information and to important business relationships. Accordingly, Participant represents, warrants and covenants to the Company and its Subsidiaries that, subject to the last sentence of this Section 6(c8(c), Participant will not, directly or indirectly, (i) during the Restricted Period without the express prior written approval of the Board, be or become Associated With a Competing Business (other than severance-type or retirement-type benefits from entities constituting prior employers of Participant) or (ii) during the Restricted Period without the express prior written approval of the Board, (a) solicit, sell to or service, for the account of any Competing Business, or assist any Person in soliciting, selling to, or servicing, for the account of any Competing Business, any Client, (b) solicit, approach or induce any Client to terminate or diminish its relationship with the Company or its Subsidiaries or to explore, discuss, investigate or consider a business relationship with a Competing Business, (c) solicit, approach or induce any Person who is then (or was at any time in the six (6) months immediately prior to the termination or cessation of Participant’s Service) an employee of or consultant to the Company or its Subsidiaries, to terminate or diminish his or her or its relationship with the Company or its Subsidiaries or to be or become Associated With a Competing Business, or (d) otherwise interfere with the relationship between the Company or its Subsidiaries and any of their respective Clients, employees, consultants, suppliers or service providers, or (e) take any steps to, or negotiate or enter into any oral or written agreement or understanding to, do any of the things referenced in (a), (b), (c), (d), or (e) of this Section. Notwithstanding the foregoing, Participant shall not be deemed to have violated this Section 6(c7(c) if Participant becomes Associated With a Competing Business but, during the entire Restricted Period, Participant refrains from (x) working in or for any business unit, subsidiary or division which engages or is engaged, directly or indirectly, in any element of the Business and (y) directly or indirectly engaging in any element of the Business other than for the Company or its Subsidiaries as an employee thereof.

Noncompetition; Nonsolicitation. The Participant acknowledges that during the Participant’s Service, the Participant will create and have access to confidential information and to important business relationships. Accordingly, the Participant represents, warrants and covenants to the Company and its Subsidiaries that, subject to the last sentence of this Section 6(c7(b), the Participant will not, directly or indirectly, (i) during the Restricted Period without the express prior written approval of the Board, be or become Associated With a Competing Business (other than severance-type or retirement-type benefits from entities constituting prior employers of the Participant) or (ii) during the Restricted Period without the express prior written approval of the Board, (a) solicit, sell to or service, for the account of any Competing Business, or assist any Person in soliciting, selling to, to or servicing, for the account of any Competing Business, any Client, (b) solicit, approach or induce any Client to terminate or diminish its relationship with the Company or its Subsidiaries or to explore, discuss, investigate or consider a business relationship with a Competing Business, (c) solicit, approach or induce any Person who is then (or was at any time in the six (6) months immediately prior to the termination or cessation of the Participant’s Service) an employee of or consultant to the Company or its SubsidiariesSubsidiaries with whom the Participant worked while employed by the Company or a Subsidiary (whether as supervisor, subordinate or otherwise) or otherwise had substantial contact, to terminate or diminish his or her or its such Person’s relationship with the Company or its Subsidiaries or to be or become Associated With a Competing Business, Business or (d) otherwise interfere with the relationship between the Company or its Subsidiaries and any of their respective Clients, employees, consultants, suppliers or service providers, or (e) take any steps to, or negotiate or enter into any oral or written agreement or understanding to, do any of the things referenced in (a), (b), ) or (c), (d), or (e) of this SectionSection 7(b)(ii). Notwithstanding the foregoing, the Participant shall not be deemed to have violated this Section 6(c7(b) if the Participant becomes Associated With a Competing Business but, during the entire Restricted Period, the Participant refrains from (x) working in or for any business unit, subsidiary or division which engages or is engaged, directly or indirectly, in any element of the Business and (y) directly or indirectly engaging in any element of the Business other than for the Company or its Subsidiaries as an employee thereof.

Noncompetition; Nonsolicitation. Participant acknowledges that during Participant(a) During the Employment Period and until the earlier of (i) the one year anniversary from the Employment Period (ii) the complete cessation of the Company’s Servicebusiness which business is not being continued by an assignee, Participant will create and have access to confidential information and to important successor or affiliate of the Company or (iii) the Involuntary Bankruptcy of the Company which results in the dissolution or cessation of business relationships. Accordinglyby the Company, Participant representsExecutive shall not: (1) engage or participate directly or indirectly in any business which is, warrants and covenants to or as a result of Executive’s engagement or participation would become, competitive with any aspect of the business of the Company and its Subsidiaries that, subject any specific applications or technologies in which the Company has initiated significant plans to develop (the last sentence of this Section 6(c“Competing Business”), Participant will not, directly or indirectly, such business currently being the development and commercialization of therapeutic compounds employing RNA interference technology for the treatment of ophthalmic disorders; (i2) during the Restricted Period without the express prior written approval of the Board, be or become Associated With a stockholder, partner, owner, officer, director or employee or agent of, or a consultant to or give financial or other assistance to, any person or entity engaged in any such Competing Business (other than severance-type or retirement-type benefits from entities constituting prior employers of Participant) Business; or (ii3) during seek in competition with the Restricted Period without the express prior written approval business of the Board, (a) solicit, sell Company to procure orders from or service, for the account do business with any customer of any Competing Business, or assist any Person in soliciting, selling to, or servicing, for the account of any Competing Business, any Client, (b) solicit, approach or induce any Client to terminate or diminish its relationship with the Company or its Subsidiaries or to explore, discuss, investigate or consider a business relationship in connection with a Competing Business, (c) solicit, approach or induce any Person who is then (or was at any time in the six (6) months immediately prior to the termination or cessation of Participant’s Service) an employee of or consultant to the Company or its Subsidiaries, to terminate or diminish his or her or its relationship with the Company or its Subsidiaries or to be or become Associated With a Competing Business, or (d) otherwise interfere with the relationship between the Company or its Subsidiaries and any of their respective Clients, employees, consultants, suppliers or service providers, or (e) take any steps to, or negotiate or enter into any oral or written agreement or understanding to, do any of the things referenced in (a), (b), (c), (d), or (e) of this Section. Notwithstanding the foregoing, Participant shall (A) Executive may own publicly traded debt or equity securities of other entities as a passive investors, as long as Executive does not be deemed own more than 1% of the outstanding amount of such securities and (B) upon Executive’s request, the Board in its sole discretion may elect to have violated waive compliance by Executive with any of the provisions contained in this Section 6(c10(a). As used herein “Involuntary Bankruptcy” shall mean the voluntary or involuntary bankruptcy (unless dismissed within ninety (90) if Participant becomes Associated With a Competing Business butdays), during or the entire Restricted Periodinstitution of any proceeding by or against the Company seeking to adjudicate the Company bankrupt or insolvent or seeking (unless dismissed within ninety (90) days), Participant refrains from (x) working in protection or for any business unit, subsidiary or division which engages or is engaged, directly or indirectly, in any element relief of the Business and (y) directly or indirectly engaging in any element of the Business other than for the Company or its Subsidiaries as an employee thereofdebts under any law relating to bankruptcy, insolvency or relief of debtors.