definiens: ) . For all purposes hereof, the term shall mean directly or indirectly : ( i ) engaging in, or managing, advising, instructing or directing persons engaged in, any business that creates, designs, develops, manufactures, markets, licenses, distributes, sells, implements, supports or otherwise exploits any service or product which is substitutable for or includes the same or substantially similar functionality ( or intended functionality ) as the Covered Products ; ( ii ) acquiring or having an ownership interest in any entity that creates, designs, develops, manufactures, markets, licenses, distributes, sells, implements or supports any product or service which is substitutable for or includes the same or substantially similar functionality ( or intended functionality ) as the Covered Products ( except for passive ownership of ( A ) Buyer or a Successor Entity, as applicable ( B ) one percent or less of any entity whose securities have been registered under the Securities Act or Section 12 of the Securi ties Exchange Act of 1934, as amended ( the ) or whose equity securities are listed on any other major national or international stock exchange ( a ) or ( C ) one percent or less of any entity other than a Public Company ) ; ( iii ) p articipating in any capacity ( whether as an employee, agent, consultant, advisor, independent contractor, proprietor, partner, officer, director, joint venturer or otherwise ) in the financing, operation, management or control of any firm, partnership, corp oration, entity or business that creates, designs, develops, manufactures, licenses, markets, distributes, sells, implements or supports any product or service which is substitutable for or includes the same or substantially similar functionality ( or inten ded functionality ) as the Covered Products ; or ( iv ) utilizing their knowledge of the Business or their relationships with customers, suppliers or others to ( A ) engage or facilitate others to engage in any facet of the Business in the Restricted Territory ; or ( B ) induce or encourage such customers, suppliers or others to cease buying from, supplying to or otherwise working with, the Buyer