Common use of CONTINUED SEPARATION Clause in Contracts

CONTINUED SEPARATION. 10.1 Except with the prior written consent of the CMA, for a period of 10 years following the divestment of the Divestment Business pursuant to these undertakings, the Parties, or any member of the Group of Interconnected bodies Corporate to which the Parties belong: (a) shall not, directly or indirectly, hold, acquire, re-acquire or use: (i) an Interest in the Divestment Business; (ii) any Interest in any company carrying on or having Control of the Divestment Business (other than any investments made in the ordinary course of the operation of any of the employee benefit and pension schemes of the Parties or of any members of the Group of Interconnected Bodies Corporate to which the Parties belong of not more than three per cent in aggregate of the issued equity share capital in any such company, whose shares are listed or dealt with on any recognised investment exchange, which carries no more than three per cent of the voting rights exercisable at meetings of such company); or (iii) other than in the normal course of business, any of the assets of the Divestment Business; (b) shall procure that no employee or director of the Parties or any member of the Group of Interconnected Bodies Corporate to which the Parties belongs for as long as they are an employee or director of the Parties or any member of the Group of Interconnected Bodies Corporate to which the Parties belong holds or is nominated to any directorship or managerial position in the Divestment Business or directorship or managerial position in any company or other undertaking carrying on or having control of the Divestment Business without the CMA’s prior written consent; (c) shall not participate in the formulation of, or (other than in the ordinary course of business) influence or attempt to influence, the policy of the Divestment Business or any company or other undertaking carrying on or having control of that Divestment Business; and (d) shall not enter into or carry out any agreement or arrangement with any person, if the carrying out of the agreement or arrangement is intended to result or will result in any Associated Person or Affiliate of the Parties or of any member of the Group of Interconnected Bodies Corporate to which the Parties belong directly or indirectly acquiring the Divestment Business or doing any of the things listed in sub-paragraphs (a), (b) and (c) above.

CONTINUED SEPARATION. 10.1 Except with the prior written consent of the CMA, for a period of 10 years following the divestment of the Divestment Business pursuant to these undertakings, the PartiesNoble, or Maersk Drilling and any member of the Group of Interconnected bodies Corporate to which the Parties belong:Noble or Maersk Drilling belongs:‌ (a) shall not, directly or indirectly, hold, acquire, re-acquire or use: (i) an Interest in the Divestment Business;; or (ii) any Interest in any company carrying on or having Control of the Divestment Business (other than any investments made in the ordinary course of the operation of any of the employee benefit and pension schemes of the Parties Noble or Maersk Drilling or of any members of the Group of Interconnected Bodies Corporate to which the Parties belong Noble or Maersk Drilling belongs of not more than three per cent in aggregate of the issued equity share capital in any such company, whose shares are listed or dealt with on any recognised investment exchange, which carries no more than three per cent of the voting rights exercisable at meetings of such company); or (iii) other than in the normal course of business, any of the assets of the Divestment Business; (b) shall procure that no employee or director of the Parties Noble or Maersk Drilling or any member of the Group of Interconnected Bodies Corporate to which the Parties Noble or Maersk Drilling belongs for as long as they are an employee or director of the Parties Noble or Maersk Drilling or any member of the Group of Interconnected Bodies Corporate to which the Parties belong Noble or Maersk Drilling belongs holds or is nominated to any directorship or managerial position in the Divestment Business or directorship or managerial position in any company or other undertaking carrying on or having control of the Divestment Business without the CMA’s prior written consent; (c) shall not participate in the formulation of, or (other than in the ordinary course of business) influence or attempt to influence, the policy of the Divestment Business or any company or other undertaking carrying on or having control of that Divestment Business; and (d) shall not enter into or carry out any agreement or arrangement with any person, if the carrying out of the agreement or arrangement is intended to result or will result in any Associated Person or Affiliate of the Parties Noble or Maersk Drilling or of any member of the Group of Interconnected Bodies Corporate to which the Parties belong Noble or Maersk Drilling belongs directly or indirectly acquiring the Divestment Business or doing any of the things listed in sub-paragraphs (a10.1(a), (b10.1(b) and (c10.1(c) above.

CONTINUED SEPARATION. 10.1 Except with the prior written consent of the CMA, for a period of 10 years following the divestment of the Divestment Business pursuant to these undertakings, the PartiesDover, or any member of the Group of Interconnected bodies Corporate to which the Parties belongDover belongs: (a) shall not, directly or indirectly, hold, acquire, re-acquire or use: (i) an Interest in the Divestment Business;; or (ii) any Interest in any company carrying on or having Control of the Divestment Business (other than any investments made in the ordinary course of the operation of any of the employee benefit and pension schemes of the Parties Dover or of any members of the Group of Interconnected Bodies Corporate to which the Parties belong Dover belongs of not more than three per cent in aggregate of the issued equity share capital in any such company, whose shares are listed or dealt with on any recognised investment exchange, which carries no more than three per cent of the voting rights exercisable at meetings of such company); or (iii) other than in the normal course of business, any of the assets of the Divestment Business; (b) shall procure that no employee or director of the Parties Dover or any member of the Group of Interconnected Bodies Corporate to which the Parties Dover belongs for as long as they are an employee or director of the Parties Dover or any member of the Group of Interconnected Bodies Corporate to which the Parties belong Dover belongs holds or is nominated to any directorship or managerial position in the Divestment Business or directorship or managerial position in any company or other undertaking carrying on or having control of the Divestment Business without the CMA’s prior written consent; (c) shall not participate in the formulation of, or (other than in the ordinary course of business) influence or attempt to influence, the policy of the Divestment Business or any company or other undertaking carrying on or having control of that Divestment Business; and (d) shall not enter into or carry out any agreement or arrangement with any person, if the carrying out of the agreement or arrangement is intended to result or will result in any Associated Person or Affiliate of the Parties Dover or of any member of the Group of Interconnected Bodies Corporate to which the Parties belong Dover belongs directly or indirectly acquiring the Divestment Business or doing any of the things listed in sub-paragraphs (a10.1(a), (b10.1(b) and (c10.1(c) above.

CONTINUED SEPARATION. 10.1 Except with the prior written consent of the CMA, for a period of 10 years following the divestment of the Divestment Business pursuant to these undertakings, the PartiesAMC, or any member of the Group of Interconnected bodies Corporate to which the Parties belongAMC belongs: (a) shall not, directly or indirectly, hold, acquire, re-acquire or use: (i) an Interest in the Divestment Business;Business other than any freehold interest in the property associated with the Divestment Business pending divestment of that freehold proprietary interest; or (ii) any Interest in any company carrying on or having Control of the Divestment Business (other than any investments made in the ordinary course of the operation of any of the employee benefit and pension schemes of the Parties AMC or of any members of the Group of Interconnected Bodies Corporate to which the Parties belong AMC belongs of not more than three per cent in aggregate of the issued equity share capital in any such company, whose shares are listed or dealt with on any recognised investment exchange, which carries no more than three per cent of the voting rights exercisable at meetings of such company); or (iii) other than in the normal course of business, any of the assets of the Divestment Business; (b) shall procure that no employee or director of the Parties AMC or any member of the Group of Interconnected Bodies Corporate to which the Parties AMC belongs for as long as they are an employee or director of the Parties AMC or any member of the Group of Interconnected Bodies Corporate to which the Parties belong AMC belongs holds or is nominated to any directorship or managerial position in the Divestment Business or directorship or managerial position in any company or other undertaking carrying on or having control of the Divestment Business without the CMA’s prior written consent; (c) shall not participate in the formulation of, or (other than in the ordinary course of business) influence or attempt to influence, the policy of the Divestment Business or any company or other undertaking carrying on or having control of that Divestment Business; and (d) shall not enter into or carry out any agreement or arrangement with any person, if the carrying out of the agreement or arrangement is intended to result or will result in any Associated Person or Affiliate of the Parties AMC or of any member of the Group of Interconnected Bodies Corporate to which the Parties belong AMC belongs directly or indirectly acquiring the Divestment Business or doing any of the things listed in sub-paragraphs (a10.1(a), (b10.1(b) and (c10.1(c) above.

CONTINUED SEPARATION. 10.1 Except with the prior written consent of the CMA, for a period of 10 years following the divestment of the Divestment Business pursuant to these undertakings, the PartiesAMC, or any member of the Group of Interconnected bodies Corporate to which the Parties belongAMC belongs: (a) shall not, directly or indirectly, hold, acquire, re-acquire or use: (i) an Interest in the Divestment Business;Business other than any freehold interest in the property associated with the Divestment Business pending divestment of that freehold proprietary interest pursuant to paragraph Error! Reference source not found. above; or (ii) any Interest in any company carrying on or having Control of the Divestment Business (other than any investments made in the ordinary course of the operation of any of the employee benefit and pension schemes of the Parties AMC or of any members of the Group of Interconnected Bodies Corporate to which the Parties belong AMC belongs of not more than three per cent in aggregate of the issued equity share capital in any such company, whose shares are listed or dealt with on any recognised investment exchange, which carries no more than three per cent of the voting rights exercisable at meetings of such company); or (iii) other than in the normal course of business, any of the assets of the Divestment Business; (b) shall procure that no employee or director of the Parties AMC or any member of the Group of Interconnected Bodies Corporate to which the Parties AMC belongs for as long as they are an employee or director of the Parties AMC or any member of the Group of Interconnected Bodies Corporate to which the Parties belong AMC belongs holds or is nominated to any directorship or managerial position in the Divestment Business or directorship or managerial position in any company or other undertaking carrying on or having control of the Divestment Business without the CMA’s prior written consent; (c) shall not participate in the formulation of, or (other than in the ordinary course of business) influence or attempt to influence, the policy of the Divestment Business or any company or other undertaking carrying on or having control of that Divestment Business; and (d) shall not enter into or carry out any agreement or arrangement with any person, if the carrying out of the agreement or arrangement is intended to result or will result in any Associated Person or Affiliate of the Parties AMC or of any member of the Group of Interconnected Bodies Corporate to which the Parties belong AMC belongs directly or indirectly acquiring the Divestment Business or doing any of the things listed in sub-paragraphs (a10.1(a), (b10.1(b) and (c10.1(c) above.

CONTINUED SEPARATION. 10.1 Except with the prior written consent of the CMA, for a period of 10 years following the divestment of the Divestment Business pursuant to these undertakings, the PartiesWood Group, AFW, or any member of the Group Groups of Interconnected bodies Corporate to which the Parties belong:Wood Group and AFW belong:‌ (a) shall not, directly or indirectly, hold, acquire, re-acquire or use: (i) an Interest in the Divestment Business;; or (ii) any Interest in any company carrying on or having Control of the Divestment Business (other than any investments made in the ordinary course of the operation of any of the employee benefit and pension schemes of the Parties Wood Group, AFW, or of any members of the Group Groups of Interconnected Bodies Corporate to which the Parties Wood Group and AFW belong of not more than three per cent in aggregate of the issued equity share capital in any such company, whose shares are listed or dealt with on any recognised investment exchange, which carries no more than three per cent of the voting rights exercisable at meetings of such company); or (iii) other than in the normal course of business, any of the assets of the Divestment Business; (b) shall procure that no employee or director of the Parties Wood Group, AFW or any member of the Group of Interconnected Bodies Corporate to which the Parties belongs Wood Group and AFW belong for as long as they are an employee or director of the Parties Wood Group, AFW or any member of the Group Groups of Interconnected Bodies Corporate to which the Parties Wood Group and AFW belong holds or is nominated to any directorship or managerial position in the Divestment Business or directorship or managerial position in any company or other undertaking carrying on or having control of the Divestment Business without the CMA’s prior written consent; (c) shall not participate in the formulation of, or (other than in the ordinary course of business) influence or attempt to influence, the policy of the Divestment Business or any company or other undertaking carrying on or having control of that Divestment Business; and (d) shall not enter into or carry out any agreement or arrangement with any person, if the carrying out of the agreement or arrangement is intended to result or will result in any Associated Person or Affiliate of the Parties Wood Group, AFW or of any member of the Group Groups of Interconnected Bodies Corporate to which the Parties Wood Group and AFW belong directly or indirectly acquiring the Divestment Business or doing any of the things listed in sub-paragraphs (a10.1(a), (b10.1(b) and (c10.1(c) above.

CONTINUED SEPARATION. 10.1 11.1 Except with the prior written consent of the CMA, for a period of 10 years following the divestment of the Divestment Business Businesses pursuant to these undertakings, the PartiesAdevinta, or any member eBay and members of the Group of Interconnected bodies Bodies Corporate to which the Parties belongAdevinta or eBay belongs: (a) shall not, directly or indirectly, hold, acquire, re-acquire or use: (i) an Interest in either of the Divestment Business;Businesses; or (ii) any Interest in any company carrying on or having Control of either of the Divestment Business Businesses (other than any investments made in the ordinary course of the operation of any of the employee benefit and pension schemes of the Parties Adevinta or eBay or of any members of the Group of Interconnected Bodies Corporate to which the Parties belong Adevinta or eBay belongs of not more than three per cent in aggregate of the issued equity share capital in any such company, whose shares are listed or dealt with on any recognised investment exchange, which carries no more than three per cent of the voting rights exercisable at meetings of such company); or (iii) other than in the normal course of business, any of the assets of either of the Divestment BusinessBusinesses; (b) shall respectively procure that no employee or director of the Parties Adevinta or eBay or any member of the Group of Interconnected Bodies Corporate to which the Parties Adevinta or eBay belongs for as long as they are an employee or director of the Parties Adevinta or eBay or any member of the Group of Interconnected Bodies Corporate to which the Parties belong Adevinta or eBay belongs holds or is nominated to any directorship or managerial position in either of the Divestment Business Businesses or directorship or managerial position in any company or other undertaking carrying on or having control of either of the Divestment Business Businesses without the CMA’s prior written consent; (c) shall not participate in the formulation of, or (other than in the ordinary course of business) influence or attempt to influence, the policy of either of the Divestment Business Businesses or any company or other undertaking carrying on or having control of that either of the Divestment BusinessBusinesses; and (d) shall not enter into or carry out any agreement or arrangement with any person, if the carrying out of the agreement or arrangement is intended to result or will result in any Associated Person or Affiliate of the Parties Adevinta or eBay or of any member of the Group of Interconnected Bodies Corporate to which the Parties belong Adevinta or eBay respectively belongs directly or indirectly acquiring either of the Divestment Business Businesses or doing any of the things listed in sub-paragraphs (a11.1(a), (b11.1(b) and (c11.1(c) above.