Common use of Prohibited Competition Clause in Contracts

Prohibited Competition. The Seller recognizes and acknowledges the competitive and proprietary nature of the Company’s business operations. The Seller acknowledges and agrees that a business will be deemed competitive with the Company if it engages in a line of business in which it researches, develops, manufactures or sells: (a) vacuum insulated storage vessels, road tankers and other Cryogenic and carbon dioxide and nitrous oxide storage or related equipment and systems provided or offered by the Company or under development by the Company, or any products designed or marketed primarily to fulfill the same function (the Company’s “Worldwide Field of Interest”); or (b) any product or system offered at the Effective Date by the Company or CEM Special or under development by the Company or CEM Special in China (the Company’s “Chinese Field of Interest”). Unless the context otherwise requires, in this Section 10, the Worldwide Field of Interest and the Chinese Field of Interest are collectively referred to as the “Field of Interest”. In consideration of the Buyer’s agreement to purchase the Seller’s Entire Interest of the Company, the Seller must not compete with the Company’s Field of Interest during the term of this Contract and ten (10) years thereafter (the “Restricted Term”), the Seller acknowledges that the consideration is good, valuable and sufficient, and the Seller agrees that during the Restricted Term, the Seller shall not, without the prior written consent of the Buyer and the Company: (a) directly or indirectly, either as principal, or through its agent, Affiliate, stockholder, employee, consultant, representative or in any other capacity, own, manage, operate or control, or be concerned, connected, or otherwise associate in any manner with, engage in or have a financial interest in any business whose primary line of business is in the Worldwide Field of Interest, or in any other business in which the Seller has any direct operating or scientific responsibility in the Worldwide Field of Interest anywhere in the entire world, except that nothing contained herein shall preclude the Seller from purchasing or owning stock in any such competitive business if such stock is publicly traded, and provided that the Seller’s holdings do not exceed one percent (1%) of the issued and outstanding capital stock of such business; (b) directly or indirectly, either as principal, or through its agent, Affiliate, stockholder, employee, consultant, representative or in any other capacity, own, manage, operate or control, or be concerned, connected, or otherwise associate in any manner with, engage in or have a financial interest in any business whose primary line of business is in the Chinese Field of Interest, or in any other business in which the Seller has any direct operating or scientific responsibility in the Chinese Field of Interest anywhere in China, except that nothing contained herein shall preclude the Seller from purchasing or owning stock in any such competitive business if such stock is publicly traded, and provided that the Seller’s holdings do not exceed one percent (1%) of the issued and outstanding capital stock of such business; (c) either individually or on behalf of or through any third party, solicit, divert or appropriate or attempt to solicit, divert or appropriate, for the purpose of competing in the Field of Interest with the Company or any present or future parent, subsidiary or other Affiliate of the Company which is engaged in the Field of Interest, any joint venture or collaborative research partners, customers or patrons of the Company, or any prospective customers or patrons with respect to which the Company has developed or made a presentation for the use or exploitation of products or processes in the Field of Interest (or similar offering of services); and (d) either directly or indirectly through any third party, agent or its Affiliates, solicit, hire, employee, or attempt to solicit, hire and employ any officers and employees of the Company currently under the employment with the Company as of the date hereof and three (3) years thereafter under the employment with the Company, unless a prior written consent of the Buyer or the Company shall have been obtained by the Seller.

Prohibited Competition. The Seller Employee recognizes and acknowledges the ---------------------- competitive and proprietary nature of the Company’s 's business operations. The Seller Employee acknowledges and agrees that a business will be deemed competitive with the Company if it engages in a line involves the development and performance of business in which it researchesseminars, develops, manufactures or sells: (a) vacuum insulated storage vessels, road tankers classes and other Cryogenic presentations on the subject matter of information technology of a nature similar to the seminars, classes and carbon dioxide and nitrous oxide storage or related equipment and systems presentations currently provided or offered by the Company or under development by the for Hewlett-Packard Company, or any products designed or marketed primarily Oracle Corporation, Informix, Inc. and Xxxxxx Associates, Inc. (such business to fulfill the same function (the Company’s “Worldwide Field of Interest”); or (b) any product or system offered at the Effective Date by the Company or CEM Special or under development by the Company or CEM Special in China (the Company’s “Chinese Field of Interest”). Unless the context otherwise requires, in this Section 10, the Worldwide Field of Interest and the Chinese Field of Interest are collectively be referred to as the “"Field of Interest”"). In Employee hereby agrees in consideration of the Buyer’s Company's agreement to purchase hire Employee and Employee's compensation for services rendered to the Seller’s Entire Interest Company and in view of the Company, the Seller must not compete with the Company’s Field of Interest during the term of this Contract and ten (10) years thereafter (the “Restricted Term”), the Seller acknowledges that the consideration is good, valuable and sufficientconfidential position to be held by Employee, and the Seller confidential nature and proprietary value of the information which the Company may share with Employee, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, as follows: Employee agrees that during for a period beginning on the Restricted Termdate hereof and continuing until the first anniversary of this Agreement, the Seller Employee shall notnot engage, without the prior written consent of the Buyer and the Company: (a) directly or indirectly, either as principal, or through its agent, Affiliate, stockholder, employee, consultant, representative or in any other capacity, own, manage, operate or control, or be concerned, connected, or otherwise associate in any manner with, engage in or have a financial interest in any business whose primary line of business is in the Worldwide Field of Interest, or in any other business in which the Seller has any direct operating or scientific responsibility in the Worldwide Field of Interest anywhere in the entire world, except that nothing contained herein shall preclude the Seller from purchasing or owning stock in any such competitive business if such stock is publicly traded, and provided that the Seller’s holdings do not exceed one percent (1%) of the issued and outstanding capital stock of such business; (b) directly or indirectly, either as principal, or through its agent, Affiliate, stockholder, employee, consultant, representative or in any other capacity, own, manage, operate or control, or be concerned, connected, or otherwise associate in any manner with, engage in or have a financial interest in any business whose primary line of business is in the Chinese Field of Interest, or in any other business in which the Seller has any direct operating or scientific responsibility in the Chinese Field of Interest anywhere in China, except that nothing contained herein shall preclude the Seller from purchasing or owning stock in any such competitive business if such stock is publicly traded, and provided that the Seller’s holdings do not exceed one percent (1%) of the issued and outstanding capital stock of such business; (c) either individually on his own behalf or on behalf of any other person or through any third partyentity other than the Company, solicitwhether as principal, divert agent, partner, co- venturer, owner, stockholder, contract speaker, employee or appropriate or attempt to solicitconsultant, divert or appropriate, for the purpose of competing anywhere in the Field of Interest with the Company world, in any business or any present or future parent, subsidiary or other Affiliate of the Company which is engaged in activity within the Field of Interest. Employee further recognizes and acknowledges that (i) the types of employment which are prohibited by this paragraph are narrow and reasonable in relation to the skills which represent Employee's principal salable asset both to the company and to Employee's other prospective employers, any joint venture or collaborative research partnersand (ii) the specified but broad geographical scope of the provisions of this paragraph is reasonable, customers or patrons legitimate and fair to Employee in light of the Company's need to perform its and market its services and throughout the world in order to have a sufficient customer base to make the Company's business profitable . If any part of this section should be determined by a court of competent jurisdiction to be unreasonable in duration, geographic area, or any prospective customers or patrons scope, then this section is intended to and shall extend only for such period of time, in such area and with respect to which the Company has developed or made a presentation for the use or exploitation of products or processes in the Field of Interest (or similar offering of services); and (d) either directly or indirectly through any third party, agent or its Affiliates, solicit, hire, employee, or attempt such activity as is determined to solicit, hire and employ any officers and employees of the Company currently under the employment with the Company as of the date hereof and three (3) years thereafter under the employment with the Company, unless a prior written consent of the Buyer or the Company shall have been obtained by the Sellerbe reasonable.

Prohibited Competition. The Seller Employee recognizes and acknowledges the competitive and proprietary nature of the Company’s 's business operations. The Seller Employee acknowledges and agrees that a business will be deemed competitive with the Company if it engages in a line of business in which it researches, develops, manufactures or sells: (a) vacuum insulated storage vessels, road tankers and other Cryogenic and carbon dioxide and nitrous oxide storage or related equipment and systems performs any of the principal services provided or offered by the Company or under development by the Company, or any products services designed or marketed primarily to fulfill the same function function, whether or not similar (the Company’s “Worldwide 's "Field of Interest”); or (b) any product or system offered at the Effective Date by the Company or CEM Special or under development by the Company or CEM Special in China (the Company’s “Chinese Field of Interest”"). Unless The Employee further acknowledges and agrees that during the context otherwise requires, in this Section 10, the Worldwide Field course of Interest and the Chinese Field of Interest are collectively referred to as the “Field of Interest”. In consideration of the Buyer’s agreement to purchase the Seller’s Entire Interest of performing services for the Company, the Seller must not Company will furnish, disclose or make available to Employee confidential and proprietary information related to the Company's business and that such confidential information has been developed and will be developed by the Company through the expenditure by the Company of substantial time, effort and money and that all such confidential information could be used by the Employee to compete with the Company’s Field . Accordingly, the Employee hereby agrees in consideration of Interest during the Company's agreement to hire the Employee and to pay the Employee's compensation for services rendered to the Company and in view of the position of trust to be held by the Employee and the confidential nature and proprietary value of the information which the Company may share with the Employee, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, as follows: During the term of the Employee's employment by the Company under this Contract Agreement (the "Term") and ten for a period of two (102) years thereafter following the expiration or termination of the Term (the “"Restricted Term”"), the Seller acknowledges that the consideration whether such termination is good, valuable and sufficient, and the Seller agrees that during the Restricted Termvoluntary or involuntary, the Seller Employee shall not, without the prior written consent of the Buyer and Company, at any place within the Companystate of Colorado: (a) For the Employee for his own account or on behalf of any other, directly or indirectly, either as principal, or through its agent, Affiliate, stockholder, employee, consultant, representative or in any other capacity, own, manage, operate or control, or be concerned, connectedconnected or employed by, or otherwise associate in any manner with, engage in or have a financial interest in any business whose primary line of business is in the Worldwide Field of Interest, or in any other business in which the Seller has any direct operating or scientific responsibility in the Worldwide Field of Interest anywhere in the entire world, except that nothing contained herein shall preclude the Seller Employee from purchasing or owning stock in any such competitive business if such stock is publicly traded, and provided that the Seller’s Employee's holdings do not exceed one five percent (15%) of the issued and outstanding capital stock of such business;. (b) directly or indirectly, either as principal, or through its agent, Affiliate, stockholder, employee, consultant, representative or in any other capacity, own, manage, operate or control, or be concerned, connected, or otherwise associate in any manner with, engage in or have a financial interest in any business whose primary line of business is in the Chinese Field of Interest, or in any other business in which the Seller has any direct operating or scientific responsibility in the Chinese Field of Interest anywhere in China, except that nothing contained herein shall preclude the Seller from purchasing or owning stock in any such competitive business if such stock is publicly traded, and provided that the Seller’s holdings do not exceed one percent (1%) of the issued and outstanding capital stock of such business; (c) either Either individually or on behalf of or through any third party, solicit, divert or appropriate or attempt to solicit, divert or appropriate, for the purpose of competing in the Field of Interest with the Company or any present or future parent, subsidiary or other Affiliate of the Company which is engaged in the Field of Interest, any joint venture or collaborative research partners, customers or patrons of the Company, or any prospective customers or patrons with respect to which the Company has developed or at any time during the Term made a presentation for the use or exploitation of products or processes offering services in the Field of Interest Interest. The Employee further recognizes and acknowledges that (or similar offering i) the types of services); and employment which are prohibited by this paragraph are narrow and reasonable in relation to the skills which represent the Employee's principal salable asset both to the Company and to the Employee's other prospective employers, and (dii) either directly or indirectly through the specified but broad geographical scope of the provisions of this paragraph is reasonable, legitimate and fair to the Employee in light of the Company's need to market its services in a large geographic area in order to have a sufficient customer base to make the Company's business profitable and in light of the limited restrictions on the type of employment prohibited herein compared to the types of employment for which the Employee is qualified to earn his livelihood. If any third partypart of this section should be determined by a court of competent jurisdiction to be unreasonable in duration, agent or its Affiliates, solicit, hire, employeegeographic area, or attempt scope, then this section is intended to solicitand shall extend only for such period of time, hire in such area and employ any officers and employees of the Company currently under the employment with the Company respect to such activity as of the date hereof and three (3) years thereafter under the employment with the Company, unless a prior written consent of the Buyer or the Company shall have been obtained by the Selleris determined to be reasonable.

Prohibited Competition. The Seller Employee recognizes and acknowledges the competitive and proprietary nature of the Company’s 's business operations. The Seller Employee acknowledges and agrees that a business will be deemed competitive with the Company if it engages involves the development, enhancement or sales of psychometric profiling software for use via the internet or in a line of business in which other manners, whether it researchesbe for companies, developsemployees, manufactures applicants or sells: (a) vacuum insulated storage vessels, road tankers and other Cryogenic and carbon dioxide and nitrous oxide storage or related equipment and systems provided or offered by the Company or under development by the Companystudents, or any products designed in related areas of software development, enhancement or marketed primarily sales (such business to fulfill the same function (the Company’s “Worldwide Field of Interest”); or (b) any product or system offered at the Effective Date by the Company or CEM Special or under development by the Company or CEM Special in China (the Company’s “Chinese Field of Interest”). Unless the context otherwise requires, in this Section 10, the Worldwide Field of Interest and the Chinese Field of Interest are collectively be referred to as the “"Field of Interest”"). In Employee acknowledges and agrees that a business will be deemed competitive with the Company if it involves the development, enhancement or sales on the subject of information technology of a nature similar to jobFit, careerFit or studentFit or products developed using any or all of them as at least a partial basis for further development. Employee hereby agrees in consideration of the Buyer’s Company's agreement to purchase the Seller’s Entire Interest related software developed by Employee and the issuance to him or his designees of a significant amount of Company stock and in view of the Company, the Seller must not compete with the Company’s Field of Interest during the term of this Contract and ten (10) years thereafter (the “Restricted Term”), the Seller acknowledges that the consideration is good, valuable and sufficientconfidential position to be held by Employee, and the Seller confidential nature and proprietary value of the information which the Company may share with Employee, the requirement of Employee to continue to participate in the further development of the software referred to above and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, as follows: Employee agrees that during for a period beginning on the Restricted Termdate hereof and continuing until the expiration of this Agreement, the Seller Employee shall notnot engage, without the prior written consent of the Buyer and the Company: (a) directly or indirectly, either as principal, or through its agent, Affiliate, stockholder, employee, consultant, representative or in any other capacity, own, manage, operate or control, or be concerned, connected, or otherwise associate in any manner with, engage in or have a financial interest in any business whose primary line of business is in the Worldwide Field of Interest, or in any other business in which the Seller has any direct operating or scientific responsibility in the Worldwide Field of Interest anywhere in the entire world, except that nothing contained herein shall preclude the Seller from purchasing or owning stock in any such competitive business if such stock is publicly traded, and provided that the Seller’s holdings do not exceed one percent (1%) of the issued and outstanding capital stock of such business; (b) directly or indirectly, either as principal, or through its agent, Affiliate, stockholder, employee, consultant, representative or in any other capacity, own, manage, operate or control, or be concerned, connected, or otherwise associate in any manner with, engage in or have a financial interest in any business whose primary line of business is in the Chinese Field of Interest, or in any other business in which the Seller has any direct operating or scientific responsibility in the Chinese Field of Interest anywhere in China, except that nothing contained herein shall preclude the Seller from purchasing or owning stock in any such competitive business if such stock is publicly traded, and provided that the Seller’s holdings do not exceed one percent (1%) of the issued and outstanding capital stock of such business; (c) either individually on his own behalf or on behalf of any other person or through any third partyentity other than the Company, solicitwhether as principal, divert agent, partner, co-venturer, owner, stockholder, contract speaker, employee or appropriate or attempt to solicitconsultant, divert or appropriate, for the purpose of competing anywhere in the Field world, in any business or activity within the field of Interest with Interest. Employee further recognizes and acknowledges that (i) the types of employment which are prohibited by this paragraph are narrow and reasonable in relation to the skills which represent Employee's principal salable asset both to the Company or any present or future parentand to Employee's other prospective employers, subsidiary or other Affiliate and (ii) the specified but broad geographical scope of the Company which provisions of this paragraph is engaged reasonable, legitimate and fair to Employee in the Field of Interest, any joint venture or collaborative research partners, customers or patrons light of the Company's need to perform its functions and market services and throughout the world in order to have a sufficient customer base to the Company's business profitability, especially in light of the significant amount of common shares issued to Employee. If any party of this section should be determined by a court of competent jurisdiction to be unreasonable in duration, geographic area, or any prospective customers or patrons scope, then this section is intended to and shall extend only for such period of time, in such area and with respect to which the Company has developed or made a presentation for the use or exploitation of products or processes in the Field of Interest (or similar offering of services); and (d) either directly or indirectly through any third party, agent or its Affiliates, solicit, hire, employee, or attempt such activity as is determined to solicit, hire and employ any officers and employees of the Company currently under the employment with the Company as of the date hereof and three (3) years thereafter under the employment with the Company, unless a prior written consent of the Buyer or the Company shall have been obtained by the Sellerbe reasonable.

Prohibited Competition. The Seller recognizes (a) We have discussed, and acknowledges you recognize and acknowledge the competitive and proprietary nature of the Company’s business operations. The Seller acknowledges You further acknowledge and agrees agree that a business will be deemed competitive with the Company if it conducts planning or operations or otherwise engages in a line of business in which it researches, develops, manufactures or sells: (a) vacuum insulated storage vessels, road tankers and other Cryogenic and carbon dioxide and nitrous oxide storage or related equipment and systems provided or offered by the Company or under development by the Company, or any products designed or marketed primarily to fulfill the same function (the Company’s “Worldwide Field of Interest”); or (b) any product or system offered at the Effective Date by the Company or CEM Special or under development by the Company or CEM Special in China (the Company’s “Chinese Field of Interest”). Unless the context otherwise requires, in this Section 10, the Worldwide Field of Interest and the Chinese Field of Interest are collectively referred to as the “Field of Interest”. In consideration of the Buyer’s agreement to purchase the Seller’s Entire Interest of the Company, the Seller must not compete with the Company’s Field of Interest (as defined herein). You further acknowledge and agree that, during the course of your performing services for the Company as a consultant and earlier as a member of the Board of Directors and as a consultant, the Company has already and will furnish, disclose or make available to you confidential and proprietary information related to the Company’s business. You also acknowledge that such confidential information has been developed and will be developed by the Company through the expenditure by the Company of substantial time, effort and money and that all such confidential information could be used by you to compete with the Company. (b) You acknowledge and agree that, although the Company has retained your consulting services on a non-exclusive basis, you currently are not a party to, and during the term of this Contract and ten (10) years thereafter (the “Restricted Term”), the Seller acknowledges that the consideration is good, valuable and sufficientAgreement, and the Seller agrees that during the Restricted Termfor one year following termination of this Agreement, the Seller shall notyou will not (i) enter into any agreement, without the prior written consent of the Buyer and arrangement, understanding or other relationship pursuant to which you are obligated to render advice and/or services to a commercial entity in the Company: (a) directly or indirectly’s Field of Interest, either as principal, or through its agent, Affiliate, stockholder, employee, consultant, representative representative, or in any other capacity, capacity or (ii) own, manage, operate or control, or be concerned, connectedconnected or employed by, or otherwise associate in any manner with, engage in or have a financial interest in any business whose primary line of business is in the Worldwide Field of Interest, or in any other business in which the Seller has any direct operating or scientific responsibility in the Worldwide Field of Interest anywhere in the entire worldsuch entity, except that nothing contained herein shall preclude the Seller you from purchasing or owning stock in securities of any such competitive business if such stock is securities are publicly traded, and provided that the Seller’s your holdings do not exceed one three percent (13%) of the issued and outstanding capital stock securities of any class of securities of such business; (b) directly or indirectly, either as principal, or through its agent, Affiliate, stockholder, employee, consultant, representative or in any other capacity, own, manage, operate or control, or be concerned, connected, or otherwise associate in any manner with, engage in or have a financial interest in any business whose primary line of business is in the Chinese . The term “Field of Interest” with respect to the Company currently means the development or commercialization of medical devices or cell therapies for the treatment of liver disease, viral hepatitis or in any other business septic shock. The Company may modify the definition of its Field of Interest by written notice to you based on the activities in which the Seller has any direct operating Company is then engaged or scientific responsibility in the Chinese Field of Interest anywhere in China, except that nothing contained herein shall preclude the Seller from purchasing or owning stock in any such competitive business if such stock is publicly traded, and provided that the Seller’s holdings do not exceed one percent (1%) of the issued and outstanding capital stock of such business; (c) either individually or on behalf of or through any third party, solicit, divert or appropriate or attempt to solicit, divert or appropriate, for the purpose of competing in the Field of Interest with the Company or any present or future parent, subsidiary or other Affiliate of the Company which is engaged in the Field of Interest, any joint venture or collaborative research partners, customers or patrons of the Company, or any prospective customers or patrons with respect to which the Company has developed or made a presentation for the use or exploitation of products or processes in the Field of Interest (or similar offering of services); and (d) either directly or indirectly through any third party, agent or its Affiliates, solicit, hire, employee, or attempt then proposes to solicit, hire and employ any officers and employees of the Company currently under the employment with the Company as of the date hereof and three (3) years thereafter under the employment with the Company, unless a prior written consent of the Buyer or the Company shall have been obtained by the Sellerbe engaged.

Prohibited Competition. The Seller recognizes (a) We have discussed, and acknowledges you recognize and acknowledge the competitive and proprietary nature of the Company’s business operations. The Seller acknowledges You further acknowledge and agrees agree that a business will be deemed competitive with the Company if it conducts planning or operations or otherwise engages in a line of business in which it researches, develops, manufactures or sells: (a) vacuum insulated storage vessels, road tankers and other Cryogenic and carbon dioxide and nitrous oxide storage or related equipment and systems provided or offered by the Company or under development by the Company, or any products designed or marketed primarily to fulfill the same function (the Company’s “Worldwide Field of Interest”); or (b) any product or system offered at the Effective Date by the Company or CEM Special or under development by the Company or CEM Special in China (the Company’s “Chinese Field of Interest”). Unless the context otherwise requires, in this Section 10, the Worldwide Field of Interest and the Chinese Field of Interest are collectively referred to as the “Field of Interest”. In consideration of the Buyer’s agreement to purchase the Seller’s Entire Interest of the Company, the Seller must not compete with the Company’s Field of Interest Interest. You further acknowledge and agree that, during the course of your consultancy as well as having previously performed services for the Company as an employee, the Company has already and will furnish, disclose or make available to you confidential and proprietary information related to the Company’s business. You also acknowledge that such confidential information has been developed and will be developed by the Company through the expenditure by the Company of substantial time, effort and money and that all such confidential information could be used by you to compete with the Company. (b) You acknowledge and agree that, although the Company has retained your consulting services on a non-exclusive basis, you currently are not a party to, and during the term of this Contract and ten (10) years thereafter (the “Restricted Term”), the Seller acknowledges that the consideration is good, valuable and sufficientAgreement, and for one year following termination of this Agreement, you will not without first advising the Seller agrees that during the Restricted TermCompany in writing a) enter into any agreement, the Seller shall notarrangement, without the prior written consent of the Buyer and understanding or other relationship pursuant to which you are obligated to render advice and/or services to a commercial entity in the Company: (a) directly or indirectly, ’s “Field of Interest,” either as principal, or through its agent, Affiliate, stockholder, employee, consultant, representative representative, or in any other capacity, capacity or b) own, manage, operate or control, or be concerned, connectedconnected or employed by, or otherwise associate in any manner with, engage in or have a financial interest in any business whose primary line of business is in the Worldwide Field of Interest, or in any other business in which the Seller has any direct operating or scientific responsibility in the Worldwide Field of Interest anywhere in the entire worldsuch entity, except that nothing contained herein shall preclude the Seller you from purchasing or owning stock in securities of any such competitive business if such stock is securities are publicly traded, and provided that the Seller’s your holdings do not exceed one percent three (13%) percent of the issued and outstanding capital stock securities of any class of securities of such business; (b) directly or indirectly, either as principal, or through its agent, Affiliate, stockholder, employee, consultant, representative or in any other capacity, own, manage, operate or control, or be concerned, connected, or otherwise associate in any manner with, engage in or have a financial interest in any business whose primary line of business is in the Chinese . The term “Field of Interest” with respect to the Company currently means the development or commercialization of medical devices or cell therapies for the treatment of liver disease, viral hepatitis or in any other business septic shock. The Company may modify the definition of its Field of Interest by written notice to you based on the activities in which the Seller has any direct operating Company is then engaged or scientific responsibility in the Chinese Field of Interest anywhere in China, except that nothing contained herein shall preclude the Seller from purchasing or owning stock in any such competitive business if such stock is publicly traded, and provided that the Seller’s holdings do not exceed one percent (1%) of the issued and outstanding capital stock of such business; (c) either individually or on behalf of or through any third party, solicit, divert or appropriate or attempt to solicit, divert or appropriate, for the purpose of competing in the Field of Interest with the Company or any present or future parent, subsidiary or other Affiliate of the Company which is engaged in the Field of Interest, any joint venture or collaborative research partners, customers or patrons of the Company, or any prospective customers or patrons with respect to which the Company has developed or made a presentation for the use or exploitation of products or processes in the Field of Interest (or similar offering of services); and (d) either directly or indirectly through any third party, agent or its Affiliates, solicit, hire, employee, or attempt then proposes to solicit, hire and employ any officers and employees of the Company currently under the employment with the Company as of the date hereof and three (3) years thereafter under the employment with the Company, unless a prior written consent of the Buyer or the Company shall have been obtained by the Sellerbe engaged.