ORDER OF A COURT OF
COMPETENT JURISDICTION, OR (V) HAS BEEN APPROVED FOR USE OR DISCLOSURE BY BUYER
IN WRITING IN ADVANCE OF ANY SUCH USE OR DISCLOSURE, WHICH APPROVAL SHALL NOT BE
COMMERCIALLY UNREASONABLY WITHHELD, CONDITIONED OR DELAYED.
(C)
COVENANT.
FOR A PERIOD OF FIVE YEARS FROM AND AFTER THE CLOSING
DATE, SELLER WILL NOT, AND WILL CAUSE ITS CURRENT AND FUTURE AFFILIATES NOT TO,
DIRECTLY OR INDIRECTLY, WHETHER BY ITSELF OR THROUGH AN AGENT, EMPLOYEE OR
OTHERWISE, OR IN ASSOCIATION WITH ANY PERSON OR ENTITY, OWN, SHARE IN THE
EARNINGS OF, INVEST IN THE STOCK, BONDS OR OTHER SECURITIES OF, MANAGE, OPERATE,
FINANCE (WHETHER AS A LENDER, INVESTOR OR OTHERWISE), CONTROL, PARTICIPATE IN
THE OWNERSHIP, MANAGEMENT, OPERATION, OR CONTROL OF, LEND MONEY TO, OR TAKE PART
IN, ANY OTHER PERSON OR ENTITY THAT IS ENGAGED IN THE MANUFACTURING, SELLING OR
DISTRIBUTION OF ANY PRODUCTS OR PROVIDING ANY SERVICES THAT COMPETE, IN WHOLE OR
IN PART, WITH THE BUSINESS OR IN THE DEVELOPMENT OF ANY SUCH PRODUCTS, OR BE
ENGAGED OR EMPLOYED BY ANY SUCH PERSON OR ENTITY IN RESPECT OF SUCH COMPETING
PRODUCT OR SERVICE, OR CONSULT, ADVISE OR RENDER SERVICES TO, ANY SUCH PERSON OR
ENTITY REGARDING ANY SUCH COMPETING PRODUCT OR SERVICE (A "COMPETING ACTIVITY")
ANYWHERE IN THE WORLD.
20
(D)
EXCEPTION.
SELLER WILL NOT BE IN VIOLATION OF SECTION 7.4(C)
SOLELY BY REASON OF INVESTING IN STOCK, BONDS OR OTHER SECURITIES OF ANY PERSON
OR ENTITY ENGAGED IN A COMPETING ACTIVITY (BUT WITHOUT OTHERWISE PARTICIPATING
IN SUCH COMPETING ACTIVITY), IF:
(I) SUCH STOCK, BONDS OR OTHER SECURITIES ARE
LISTED ON ANY NATIONAL SECURITIES EXCHANGE OR HAVE BEEN REGISTERED UNDER SECTION
12(G) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ANY SUCCESSOR LAW; AND (II) SUCH
INVESTMENT DOES NOT EXCEED, IN THE CASE OF ANY CLASS OF THE CAPITAL STOCK OF ANY
ONE ISSUER, 10% OF THE ISSUED AND OUTSTANDING SHARES OR SUCH CAPITAL STOCK, OR,
IN THE CASE OF BONDS OR OTHER SECURITIES, 10% OF THE AGGREGATE PRINCIPAL AMOUNT
THEREOF ISSUED AND OUTSTANDING.
(E)
NON-SOLICITATION.
FOR A PERIOD OF FIVE YEARS AFTER THE CLOSING
DATE, SELLER WILL NOT, AND WILL CAUSE ITS CURRENT OR FUTURE AFFILIATES NOT TO,
DIRECTLY OR INDIRECTLY CAUSE OR INDUCE, OR ATTEMPT TO CAUSE OR INDUCE, ANY
THEN-EXISTING CUSTOMER, SUPPLIER, LICENSEE, LICENSOR, OR FRANCHISEE OR OTHER
BUSINESS RELATION OF THE BUSINESS, TO CEASE DOING BUSINESS WITH BUYER OR ITS
AFFILIATES IN RESPECT OF THE BUSINESS, OR TO DEAL WITH ANY COMPETITOR OF THE
BUSINESS, OR MATERIALLY INTERFERE WITH THE RELATIONSHIP BETWEEN BUYER AND ITS
AFFILIATES AND THEIR CUSTOMERS, SUPPLIERS, LICENSEES, LICENSORS, FRANCHISEES OR
OTHER BUSINESS RELATIONS IN RESPECT OF THE BUSINESS.
DURING SUCH FIVE-YEAR
PERIOD, SELLER WILL NOT, AND WILL CAUSE ITS CURRENT OR FUTURE AFFILIATES NOT TO,
DIRECTLY OR INDIRECTLY HIRE, RETAIN, OR ATTEMPT TO HIRE OR RETAIN ANY EMPLOYEE
OF BUYER OR ITS AFFILIATES, ENGAGED IN THE BUSINESS; PROVIDED, HOWEVER, THAT
NOTHING IN THIS SECTION 7.4(E) SHALL PROHIBIT THE PLACEMENT OF BONA FIDE PUBLIC
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