Restriction of Use The Bank may reduce the cardholder's daily spending limit or suspend use of the debit card without prior notice if the cardholder exhibits any one of the following:
I. Violation against Article 5, Paragraphs 2, 3 or 4.
II. The cardholder maintains insufficient balance in the direct debit account to pay for purchases for two consecutive months from the payment date.
III. The cardholder declares bankruptcy or is declared bankrupt in accordance with the Bankruptcy Act, or has been blacklisted by Taiwan Clearing House.
IV. The corporate entity or non-profit organization in which the cardholder serves as a legal representative, representative or manager has been blacklisted by Taiwan Clearing House, declares bankruptcy or is declared bankrupt under the Bankruptcy Act, undergoes or is forced to undergo restructuring, ceases business operations or is liquidated.
V. The cardholder is sentenced for a criminal offense or has main properties seized by the court.
VI. The cardholder uses the debit card for inappropriate purposes or the Bank suspects the cardholder's account to be used for inappropriate purposes. In which case the Bank may suspend or terminate use of the debit card at any time, and recover the card to have it voided.
VII. The cardholder's account has been placed on alert.
VIII. The cardholder is ordered by a court to be subjected to guardianship or assistance. The Bank may reduce the cardholder's daily spending limit or suspend use of the debit card without prior notice if the cardholder exhibits any one of the following:
I. The cardholder violates Article 2, Paragraph 2, and the Bank is unable to establish contact using the mailing address and telephone number provided at the time of application.
II. The cardholder maintains insufficient balance in the direct debit account to pay for purchases continuously for one month from the payment date.
III. The cardholder violates Article 4, Paragraph 1, and attempts to use the debit card for purchases exceeding the available balance of the direct debit account.
IV. The cardholder has checks returned due to insufficient deposit balance; or that the corporate entity or non-profit organization in which the cardholder is the person-in-charge, representative or manager has checks returned due to insufficient deposit balance.
V. The cardholder has had credit/debit cards suspended or credit/debit card agreements terminated by other card issuers.
VI. The cardholder is subjected to enforcement, provisional seizure, provisional disposition or other debt-securing measures.
VII. The cardholder is sued for other debt-related disputes, or is investigated or prosecuted for criminal offense.
VIII. The cardholder fails repay debts owed to the Bank (including the Bank's head office and branches), or exhibits delays in repaying principals or interests on debts owed to other creditors.
IX. The cardholder fails to fulfill guarantee obligations in accordance with agreements. The Bank may reinstate cardholder's daily spending limit or use of the debit card when the situations described in Paragraphs 1 and 2 no longer apply, or if the Bank accepts the explanations provided by the cardholder, or if the cardholder settles part of the debts owed or provides suitable collaterals.
Restriction on Competition (a) During the Term and for such period after the Term that Employee continues to be employed by the Company and/or any other entity owned by or affiliated with the Company on an "at will" basis and, thereafter, for a period equal to the longer of (x) one year, or (y) the period during which Employee is receiving any severance pay or other compensation from the Company in accordance with the terms of this Agreement, Employee shall not, directly or indirectly, for himself or on behalf of or in conjunction with any other person, company, partnership, corporation, business, group, or other entity (each, a "Person"):
(i) engage, in a competitive capacity, whether as an owner, officer, director, partner, shareholder, joint venturer, employee, independent contractor, consultant, advisor, or sales representative, in any business selling any products or services which were sold by the Company on the date of the termination of Employee's employment, within 50 miles of any location where the Company both has an office and conducts business on the date of the termination of Employee's employment;
(ii) call upon any person who is, at that time, a sales, supervisory, or management employee of the Company for the purpose or with the intent of enticing such employee away from or out of the employ of the Company;
(iii) call upon any person who or that is, at that time, or has been, within one year prior to that time, a customer of the Company for the purpose of soliciting or selling products or services in direct competition with the Company; or
(iv) on Employee's own behalf or on behalf of any competitor, call upon any person who or that, during Employee's employment by the Company was either called upon by the Company as a prospective acquisition candidate with respect to which Employee had actual knowledge or was the subject of an acquisition analysis conducted by the Company with respect to which Employee had actual knowledge.
(b) The foregoing covenants shall not be deemed to prohibit Employee from acquiring as an investment not more than two percent (2%) of the capital stock of a competing business, whose stock is traded on a national securities exchange or through the automated quotation system of a registered securities association.
(c) It is further agreed that, in the event that Employee shall cease to be employed by the Company and enters into a business or pursues other activities that, on the date of termination of Employee's employment, are not in competition with the Company, Employee shall not be chargeable with a violation of this Section 7 if the Company subsequently enters the same (or a similar) competitive business or activity or commences competitive operations within 50 miles of the Employee's new business or activities. In addition, if Employee has no actual knowledge that his actions violate the terms of this Section 7, Employee shall not be deemed to have breached the restrictive covenants contained herein if, promptly after being notified by the Company of such breach, Employee ceases the prohibited actions.
(d) For purposes of this Section 7, references to "Company" shall mean Workflow Management, Inc., together with its subsidiaries and affiliates. For the purposes of this Agreement, "affiliate" shall mean any entity twenty-five percent or more of the stock of which is owned or controlled, directly or indirectly, by the Company or any subsidiary of the Company.
Restrictions on Competition During the term of this Agreement and for a period of one year after you cease to be an employee of DFC or an affiliate of DFC, you will not, without the prior written consent of DFC, (a) accept employment or render service to any person, firm or corporation, directly or indirectly, in competition with DFC, or any affiliate thereof for any purpose which would be competitive with the business of DFC and its affiliates within the Commonwealth of Puerto Rico or any other geographic area in which DFC or any affiliate of DFC by which you were employed, conducted operations (the "Restricted Area") or any business as to which studies or preparations relating to the entry into which were made by DFC or any affiliate of DFC by which you were employed within one year prior thereto (collectively, the "Restricted Businesses") or (b) directly or indirectly, enter into or in any manner take part in or lend your name, counsel or assistance to any venture, enterprise, business or endeavor, whether as proprietor, principal, investor, partner, director, officer, employee, consultant, adviser, agent, independent contractor or in any other capacity whatsoever for any purpose which would be competitive with the Restricted Businesses in the Restricted Area. An investment not exceeding 5% of the outstanding stock in any corporation regularly traded on any national securities exchange or in the over-the-counter market shall not be deemed to violate this provision, provided that you shall not render any services for such corporation.
Restriction on Transfer, Proxies and Non-Interference Except as contemplated hereby, the Stockholder shall not (i) sell, transfer, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, pledge, encumbrance, assignment or other disposition of, any of his or her Shares, (ii) grant any proxies, deposit any shares of capital stock of the Company into a voting trust or enter into a voting agreement with respect to any such Shares or (iii) take any action that would make any representation or warranty of the Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling the Stockholder from performing his or her obligations under this Voting Agreement. Notwithstanding the foregoing, the Stockholder shall be permitted to (i) transfer any of the Owned Shares to any member of the immediate family of the Stockholder or any trust, limited partnership or other entity the beneficial ownership of which is held by the Stockholder or such family members (each, a "Permitted Transferee"), so long as such Permitted Transferee agrees in writing, in form and substance satisfactory to the Purchaser, to be bound by the terms hereof to the same extent as the Stockholder is bound and provided further, however, that no such transfer shall relieve the Stockholder of his or her obligations hereunder if such Permitted Transferee does not perform such obligations, (ii) dispose of any Owned Shares in payment of the exercise price or any withholding taxes in connection with any exercise by the Stockholder of stock options outstanding on the date of this Voting Agreement to acquire shares of capital stock of the Company and (iii) transfer by gift to any charitable organization up to the number of Owned Shares indicated on Schedule A under the heading "Maximum Number of Shares that May be Transferred by Gift."
Restriction on Resales Until the expiration of two years after the original issuance of the Securities, the Company will not, and will cause its "affiliates" (as such term is defined in Rule 144(a)(1) under the ▇▇▇▇ ▇▇▇) not to, resell any Securities which are "restricted securities" (as such term is defined under Rule 144(a)(3) under the ▇▇▇▇ ▇▇▇) that have been reacquired by any of them and shall immediately upon any purchase of any such Securities submit such Securities to the Trustee for cancellation.