Common use of Full-time Commitment and Non-Compete Clause in Contracts

Full-time Commitment and Non-Compete. (a) Each Founder hereby undertakes to the Preferred Holders and the Group Companies to remain employed by the Company or any other Group Company for at least five (5) years from the Series B Closing and to devote his/her full working time and attention exclusively to the business of the Group Companies and use his or her best efforts to promote the Group Companies’ interests until at least twenty-four (24) months after the Qualified IPO, unless his/her employment is terminated by any Group Company earlier. (b) Each Founder undertakes and covenants to the Preferred Holders that, as long as he remains an employee of any of the Group Companies, he shall commit all of his efforts to furthering the business of the Group Companies and shall not, without the prior written consent of the Majority Holders which consent shall not be unreasonably withheld or delayed, either on his/her own account or through any of his/her Affiliates, or in conjunction with or on behalf of any other Person, (i) possess, directly or indirectly, the power to direct or cause the direction of the management and business operation of any entity whether (A) through the ownership of any equity interest in such entity, or (B) by occupying half or more of the board seats of the entity; or (C) by contract or otherwise; or (ii) devote time to carry out the business operation of any other entity. (c) Each Founder and each Key Holder hereby undertakes to the Preferred Holders and the Group Companies not to directly or indirectly, without prior written consent of the Majority Holders which consent shall not be unreasonably withheld or delayed, during the period in which he holds any Shares in the share capital of the Company and/or within the twenty-four (24) months after he ceases his or her employment with the Group (the “Restricted Period”), whether on his/her own account or on behalf of any other person, firm or company: (i) solicit (in connection with any business of a type then carried on by the Group Companies) interfere with or endeavour to entice away from any Group Company any person, firm or company who at any time during the period of one year immediately preceding such cessation, was to his/her knowledge a material customer, client, supplier, agent, distributor, or an employee (not being a junior employee) or consultant (by whatever title called) of a Group Company; or (ii) seek to interfere with the continuance of the supply of goods or services to any Group Company or the terms of any such supply; or (iii) carry on, engage in or be concerned or interested either as principal or agent or as a shareholder, partner or employee of any other person in any business or activity which involves the offer sale or supply of products or services to customers in the People’s Republic of China or any other territory in which any Group Company offers such sale or supply for the relevant time being, and competes with the business in which any Group Company is or was engaged for the relevant time being; or (iv) use or allow the use by any third party of any name, logo or other Intellectual Property Rights used by any Group Company or any name or logo likely to be confused therewith otherwise than in the conduct of the business of the Group Companies. (d) In the event that any entity directly or indirectly established or managed by any Founder or any Key Holder, engages or will engage, during the Restricted Period, in any business which is the same or similar to or otherwise competes with the principal business of the Group Companies, the Company agrees, and the Founders and the Key Holders shall cause such entity, to disclose the related information to the Preferred Holders and transfer such business to the Group Companies immediately on terms satisfactory to the Preferred Holders.

Appears in 2 contracts

Samples: Investors' Rights Agreement (Jupai Holdings LTD), Investors' Rights Agreement (Jupai Holdings LTD)

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Full-time Commitment and Non-Compete. (a) Each The Management Founder hereby acknowledges that the Investors have agreed to invest in the Company on the basis of the continued and exclusive services of and full devotion and commitment by the Management Founder and the Key Employees to the Group Companies, and agree that the Investors should have reasonable assurance of such basis of investment. The Management Founder undertakes to the Preferred Holders and the Group Companies to remain employed by the Company or any other Group Company for at least five Investors that (5i) years from the Series B Closing and to he shall devote his/her his full working time and attention exclusively to the business of the Group Companies and shall use his best efforts to develop the business and interests of the Group Companies until the first (1st) anniversary of the date of the completion of the Qualified Public Offering, and (ii) he shall use all his commercially reasonable efforts to procure that each of the Key Employees and future key employees of the Group Companies shall devote his or her best efforts full working time and attention to promote the Group Companies’ interests until at least twenty-four (24) months after the Qualified IPO, unless his/her employment is terminated by any Group Company earlier. (b) Each Founder undertakes and covenants to the Preferred Holders that, as long as he remains an employee of any of the Group Companies, he shall commit all of his efforts to furthering the business of the Group Companies and shall maintain their respective position at the relevant Group Companies for a period no less than three (3) years following the date of Closing, and (iii) he shall use his best efforts to procure that each of the Key Employees and future key employees of the Group Companies has entered into, or will enter into, a two year non-competition and non-solicitation agreement in a form reasonably acceptable to the Preferred Majority, and in the case of termination of employment for any reason, each such key employee will be subject to a two year non-compete, a two year no-hire and non-solicitation, and a confidentiality agreement. The Management Founder undertakes to the Investors that for so long as he holds any equity interest in, or is employed by, or serves as a director or officer of, any of the Group Companies (the “Affiliation Relationship”) and within two (2) years after the termination of such Affiliation Relationship (the “Restriction Period”), whichever period is longer, such Management Founder will not, without the prior written consent and each of them will procure that none of the Majority Holders Management Founder Associates (as defined below) will not, in any jurisdiction in which consent any Group Company carries on or conducts any business, directly or indirectly: (a) conduct any action or inaction that could harm the interests of, or infringe the lawful rights and interests of, any of the Group Companies and/or its Affiliates; (b) solicit or entice away, or endeavor to solicit or entice away, any director, officer or employee of any Group Company, or use any other means to facilitate any director, officer or employee of any Group Company to end the employment with any Group Company; (c) render consulting services or any other assistance to any person that would assist such person in conducting business competing with the Business of the Group Companies, either in his individual capacity or as a representative or employee of another individual or entity; and (d) conduct or participate in any business or activities that would compete with the Business of the Group Companies as currently or subsequently being conducted during the Restriction Period, in any form (including without limitation, investment, acquisition, co-operation, joint venture, operation, partnership, contractual operation, lease operation, equity holding). Without prejudice and in addition to the above restrictions, the Management Founder, and the Management Founder Holdco shall not be unreasonably withheld compete directly or delayedindirectly with the Business carried out by any Group Company in the above manner for a period of two (2) years after such Management Founder and/or the Management Founder Holdco and/or the Management Founder’s Associates collectively ceases to hold more than 10% of the Company’s shares (calculated on a fully diluted and as-converted basis). Notwithstanding this Section 8.12, either on his/her own account the Management Founder and Key Employees are not prohibited from taking directorship, senior management and/or officer positions of Xunlei, for so long as any the Company remains interested in 35% or through any more of his/her Affiliatesvoting power in Xunlei. The Management Founder further undertakes to the Investors that he will use his best efforts to procure that the directors nominated by the Management Founder, the senior management members of the Group Companies, or in conjunction with or on behalf of any other Personthe Key Employees, (i) possesswill not, directly or indirectly, compete with the power to direct or cause Business carried on by any Group Company in the direction of the management and business operation of any entity whether (A) through the ownership of any equity interest in such entity, or (B) by occupying half or more of the board seats of the entity; or (C) by contract or otherwise; or (ii) devote time to carry out the business operation of any other entity. (c) Each Founder and each Key Holder hereby undertakes to the Preferred Holders and the Group Companies not to directly or indirectly, without prior written consent of the Majority Holders which consent shall not be unreasonably withheld or delayed, above manner during the period in which he holds any Shares in that the share capital foregoing persons are directors, senior management members or Key Employees of the Company and/or and within the twenty-four two (242) months years after he ceases each such person or each of them leaves his or her director or senior management post or terminates his or her employment with the Group (the “Restricted Period”), whether on his/her own account or on behalf of any other person, firm or company: (i) solicit (in connection with any business of a type then carried on by the Group Companies) interfere with or endeavour to entice away from any Group Company any person, firm or company who at any time during the period of one year immediately preceding such cessation, was to his/her knowledge a material customer, client, supplier, agent, distributor, or an employee (not being a junior employee) or consultant (by whatever title called) of a Group Company; or and (ii) seek to interfere with all the continuance of the supply of goods or services to any Group Company or the terms of any such supply; or (iii) carry on, engage in or be concerned or interested either as principal or agent or as a shareholder, partner or employee of any other person in any business or activity which involves the offer sale or supply of products or services to customers in the People’s Republic of China or any other territory in which any Group Company offers such sale or supply for the relevant time being, and competes with the business in which any Group Company is or was engaged for the relevant time being; or (iv) use or allow the use intellectual property created by any third party of any name, logo or other Intellectual Property Rights used by any Group Company or any name or logo likely to be confused therewith otherwise than in the conduct of the business of the Group Companies. (d) In the event that any entity directly or indirectly established or managed by any Founder or any Key Holder, engages or will engage, during the Restricted Period, in any business which is the same or similar to or otherwise competes with the principal business of the Group Companies, the Company agrees, and the Founders and the Key Holders owned by him shall cause such entity, to disclose the related information to the Preferred Holders and transfer such business be transferred to the Group Company at nil consideration so long as he is employed by such Group Companies immediately on terms satisfactory to and within one (1) year after the Preferred Holders.termination of such employment relationship. For purpose of this Section:

Appears in 1 contract

Samples: Series D Preferred Share Purchase Agreement (Itui International Inc.)

Full-time Commitment and Non-Compete. (a) Each The Management Founder hereby acknowledges that the Investor has agreed to invest in the Company on the basis of the continued and exclusive services of and full devotion and commitment by the Management Founder and the Key Employees to the Group Companies, and agree that the Investor should have reasonable assurance of such basis of investment. The Management Founder undertakes to the Preferred Holders and the Group Companies to remain employed by the Company or any other Group Company for at least five Investor that (5i) years from the Series B Closing and to he shall devote his/her his full working time and attention exclusively to the business of the Group Companies and shall use his best efforts to develop the business and interests of the Group Companies until the first (1st) anniversary of the date of the completion of the Qualified Public Offering, and (ii) he shall use all his commercially reasonable efforts to procure that each of the Key Employees and future key employees of the Group Companies shall devote his or her best efforts full working time and attention to promote the Group Companies’ interests until at least twenty-four (24) months after the Qualified IPO, unless his/her employment is terminated by any Group Company earlier. (b) Each Founder undertakes and covenants to the Preferred Holders that, as long as he remains an employee of any of the Group Companies, he shall commit all of his efforts to furthering the business of the Group Companies and shall maintain their respective position at the relevant Group Companies for a period no less than three (3) years following the date of Closing, and (iii) he shall use his best efforts to procure that each of the Key Employees and future key employees of the Group Companies has entered into, or will enter into, a two year non-competition and non- solicitation agreement in a form reasonably acceptable to the Preferred Majority, and in the case of termination of employment for any reason, each such key employee will be subject to a two year non-compete, a two year no-hire and non-solicitation, and a confidentiality agreement. The Management Founder undertakes to the Investor that for so long as he holds any equity interest in, or is employed by, or serves as a director or officer of, any of the Group Companies (the “Affiliation Relationship”) and within two (2) years after the termination of such Affiliation Relationship (the “Restriction Period”), whichever period is longer, such Management Founder will not, without the prior written consent and each of them will procure that none of the Majority Holders Management Founder Associates (as defined below) will not, in any jurisdiction in which consent any Group Company carries on or conducts any business, directly or indirectly: (a) conduct any action or inaction that could harm the interests of, or infringe the lawful rights and interests of, any of the Group Companies and/or its Affiliates; (b) solicit or entice away, or endeavor to solicit or entice away, any director, officer or employee of any Group Company, or use any other means to facilitate any director, officer or employee of any Group Company to end the employment with any Group Company; (c) render consulting services or any other assistance to any person that would assist such person in conducting business competing with the Business of the Group Companies, either in his individual capacity or as a representative or employee of another individual or entity; and (d) conduct or participate in any business or activities that would compete with the Business of the Group Companies as currently or subsequently being conducted during the Restriction Period, in any form (including without limitation, investment, acquisition, co-operation, joint venture, operation, partnership, contractual operation, lease operation, equity holding). Without prejudice and in addition to the above restrictions, the Management Founder, and the Management Founder Holdco shall not be unreasonably withheld compete directly or delayedindirectly with the Business carried out by any Group Company in the above manner for a period of two (2) years after such Management Founder and/or the Management Founder Holdco and/or the Management Founder’s Associates collectively ceases to hold more than 10% of the Company’s shares (calculated on a fully diluted and as- converted basis). Notwithstanding this Section 8.12, either on his/her own account the Management Founder and Key Employees are not prohibited from taking directorship, senior management and/or officer positions of Xunlei, for so long as any the Company remains interested in 35% or through any more of his/her Affiliatesvoting power in Xunlei. The Management Founder further undertakes to the Investor that he will use his best efforts to procure that the directors nominated by the Management Founder, the senior management members of the Group Companies, or in conjunction with or on behalf of any other Personthe Key Employees, (i) possesswill not, directly or indirectly, compete with the power to direct or cause Business carried on by any Group Company in the direction of the management and business operation of any entity whether (A) through the ownership of any equity interest in such entity, or (B) by occupying half or more of the board seats of the entity; or (C) by contract or otherwise; or (ii) devote time to carry out the business operation of any other entity. (c) Each Founder and each Key Holder hereby undertakes to the Preferred Holders and the Group Companies not to directly or indirectly, without prior written consent of the Majority Holders which consent shall not be unreasonably withheld or delayed, above manner during the period in which he holds any Shares in that the share capital foregoing persons are directors, senior management members or Key Employees of the Company and/or and within the twenty-four two (242) months years after he ceases each such person or each of them leaves his or her director or senior management post or terminates his or her employment with the Group (the “Restricted Period”), whether on his/her own account or on behalf of any other person, firm or company: (i) solicit (in connection with any business of a type then carried on by the Group Companies) interfere with or endeavour to entice away from any Group Company any person, firm or company who at any time during the period of one year immediately preceding such cessation, was to his/her knowledge a material customer, client, supplier, agent, distributor, or an employee (not being a junior employee) or consultant (by whatever title called) of a Group Company; or and (ii) seek to interfere with all the continuance of the supply of goods or services to any Group Company or the terms of any such supply; or (iii) carry on, engage in or be concerned or interested either as principal or agent or as a shareholder, partner or employee of any other person in any business or activity which involves the offer sale or supply of products or services to customers in the People’s Republic of China or any other territory in which any Group Company offers such sale or supply for the relevant time being, and competes with the business in which any Group Company is or was engaged for the relevant time being; or (iv) use or allow the use intellectual property created by any third party of any name, logo or other Intellectual Property Rights used by any Group Company or any name or logo likely to be confused therewith otherwise than in the conduct of the business of the Group Companies. (d) In the event that any entity directly or indirectly established or managed by any Founder or any Key Holder, engages or will engage, during the Restricted Period, in any business which is the same or similar to or otherwise competes with the principal business of the Group Companies, the Company agrees, and the Founders and the Key Holders owned by him shall cause such entity, to disclose the related information to the Preferred Holders and transfer such business be transferred to the Group Company at nil consideration so long as he is employed by such Group Companies immediately on terms satisfactory to and within one (1) year after the Preferred Holders.termination of such employment relationship. For purpose of this Section:

Appears in 1 contract

Samples: Series D Preferred Share Purchase Agreement (Xiaomi Ventures LTD)

Full-time Commitment and Non-Compete. (a) Each The Management Founder hereby acknowledges that the Investor has agreed to invest in the Company on the basis of the continued and exclusive services of and full devotion and commitment by the Management Founder and the Key Employees to the Group Companies, and agree that the Investor should have reasonable assurance of such basis of investment. The Management Founder undertakes to the Preferred Holders and the Group Companies to remain employed by the Company or any other Group Company for at least five Investor that (5i) years from the Series B Closing and to he shall devote his/her his full working time and attention exclusively to the business of the Group Companies and shall use his best efforts to develop the business and interests of the Group Companies until the first (1st) anniversary of the date of the completion of the Qualified Public Offering, and (ii) he shall use all his commercially reasonable efforts to procure that each of the Key Employees and future key employees of the Group Companies shall devote his or her best efforts full working time and attention to promote the Group Companies’ interests until at least twenty-four (24) months after the Qualified IPO, unless his/her employment is terminated by any Group Company earlier. (b) Each Founder undertakes and covenants to the Preferred Holders that, as long as he remains an employee of any of the Group Companies, he shall commit all of his efforts to furthering the business of the Group Companies and shall maintain their respective position at the relevant Group Companies for a period no less than three (3) years following the date of Closing, and (iii) he shall use his best efforts to procure that each of the Key Employees and future key employees of the Group Companies has entered into, or will enter into, a two year non-competition and non-solicitation agreement in a form reasonably acceptable to the Preferred Majority, and in the case of termination of employment for any reason, each such key employee will be subject to a two year non-compete, a two year no-hire and non-solicitation, and a confidentiality agreement. The Management Founder undertakes to the Investor that for so long as he holds any equity interest in, or is employed by, or serves as a director or officer of, any of the Group Companies (the “Affiliation Relationship”) and within two (2) years after the termination of such Affiliation Relationship (the “Restriction Period”), whichever period is longer, such Management Founder will not, without the prior written consent and each of them will procure that none of the Majority Holders Management Founder Associates (as defined below) will not, in any jurisdiction in which consent any Group Company carries on or conducts any business, directly or indirectly: (a) conduct any action or inaction that could harm the interests of, or infringe the lawful rights and interests of, any of the Group Companies and/or its Affiliates; (b) solicit or entice away, or endeavor to solicit or entice away, any director, officer or employee of any Group Company, or use any other means to facilitate any director, officer or employee of any Group Company to end the employment with any Group Company; (c) render consulting services or any other assistance to any person that would assist such person in conducting business competing with the Business of the Group Companies, either in his individual capacity or as a representative or employee of another individual or entity; and (d) conduct or participate in any business or activities that would compete with the Business of the Group Companies as currently or subsequently being conducted during the Restriction Period, in any form (including without limitation, investment, acquisition, co-operation, joint venture, operation, partnership, contractual operation, lease operation, equity holding). Without prejudice and in addition to the above restrictions, the Management Founder, and the Management Founder Holdco shall not be unreasonably withheld compete directly or delayedindirectly with the Business carried out by any Group Company in the above manner for a period of two (2) years after such Management Founder and/or the Management Founder Holdco and/or the Management Founder’s Associates collectively ceases to hold more than 10% of the Company’s shares (calculated on a fully diluted and as-converted basis). Notwithstanding this Section 8.12, either on his/her own account the Management Founder and Key Employees are not prohibited from taking directorship, senior management and/or officer positions of Xunlei, for so long as any the Company remains interested in 35% or through any more of his/her Affiliatesvoting power in Xunlei. The Management Founder further undertakes to the Investor that he will use his best efforts to procure that the directors nominated by the Management Founder, the senior management members of the Group Companies, or in conjunction with or on behalf of any other Personthe Key Employees, (i) possesswill not, directly or indirectly, compete with the power to direct or cause Business carried on by any Group Company in the direction of the management and business operation of any entity whether (A) through the ownership of any equity interest in such entity, or (B) by occupying half or more of the board seats of the entity; or (C) by contract or otherwise; or (ii) devote time to carry out the business operation of any other entity. (c) Each Founder and each Key Holder hereby undertakes to the Preferred Holders and the Group Companies not to directly or indirectly, without prior written consent of the Majority Holders which consent shall not be unreasonably withheld or delayed, above manner during the period in which he holds any Shares in that the share capital foregoing persons are directors, senior management members or Key Employees of the Company and/or and within the twenty-four two (242) months years after he ceases each such person or each of them leaves his or her director or senior management post or terminates his or her employment with the Group (the “Restricted Period”), whether on his/her own account or on behalf of any other person, firm or company: (i) solicit (in connection with any business of a type then carried on by the Group Companies) interfere with or endeavour to entice away from any Group Company any person, firm or company who at any time during the period of one year immediately preceding such cessation, was to his/her knowledge a material customer, client, supplier, agent, distributor, or an employee (not being a junior employee) or consultant (by whatever title called) of a Group Company; or and (ii) seek to interfere with all the continuance of the supply of goods or services to any Group Company or the terms of any such supply; or (iii) carry on, engage in or be concerned or interested either as principal or agent or as a shareholder, partner or employee of any other person in any business or activity which involves the offer sale or supply of products or services to customers in the People’s Republic of China or any other territory in which any Group Company offers such sale or supply for the relevant time being, and competes with the business in which any Group Company is or was engaged for the relevant time being; or (iv) use or allow the use intellectual property created by any third party of any name, logo or other Intellectual Property Rights used by any Group Company or any name or logo likely to be confused therewith otherwise than in the conduct of the business of the Group Companies. (d) In the event that any entity directly or indirectly established or managed by any Founder or any Key Holder, engages or will engage, during the Restricted Period, in any business which is the same or similar to or otherwise competes with the principal business of the Group Companies, the Company agrees, and the Founders and the Key Holders owned by him shall cause such entity, to disclose the related information to the Preferred Holders and transfer such business be transferred to the Group Company at nil consideration so long as he is employed by such Group Companies immediately on terms satisfactory to and within one (1) year after the Preferred Holders.termination of such employment relationship. For purpose of this Section:

Appears in 1 contract

Samples: Series D Preferred Share Purchase Agreement (Itui International Inc.)

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Full-time Commitment and Non-Compete. (a) Each The Management Founder hereby acknowledges that the Investor has agreed to invest in the Company on the basis of the continued and exclusive services of and full devotion and commitment by the Management Founder and the Key Employees to the Group Companies, and agree that the Investor should have reasonable assurance of such basis of investment. The Management Founder undertakes to the Preferred Holders and the Group Companies to remain employed by the Company or any other Group Company for at least five Investor that (5i) years from the Series B Closing and to he shall devote his/her his full working time and attention exclusively to the business of the Group Companies and shall use his best efforts to develop the business and interests of the Group Companies until the first (1st) anniversary of the date of the completion of the Qualified Public Offering, and (ii) he shall use all his commercially reasonable efforts to procure that each of the Key Employees and future key employees of the Group Companies shall devote his or her best efforts full working time and attention to promote the Group Companies’ interests until at least twenty-four (24) months after the Qualified IPO, unless his/her employment is terminated by any Group Company earlier. (b) Each Founder undertakes and covenants to the Preferred Holders that, as long as he remains an employee of any of the Group Companies, he shall commit all of his efforts to furthering the business of the Group Companies and shall maintain their respective position at the relevant Group Companies for a period no less than three (3) years following the date of Closing, and (iii) he shall use his best efforts to procure that each of the Key Employees and future key employees of the Group Companies has entered into, or will enter into, a two year non-competition and non-solicitation agreement in a form reasonably acceptable to the Preferred Majority, and in the case of termination of employment for any reason, each such key employee will be subject to a two year non-compete, a two year no-hire and non-solicitation, and a confidentiality agreement. The Management Founder undertakes to the Investor that for so long as he holds any equity interest in, or is employed by, or serves as a director or officer of, any of the Group Companies (the “Affiliation Relationship”) and within two (2) years after the termination of such Affiliation Relationship (the “Restriction Period”), whichever period is longer, such Management Founder will not, without the prior written consent and each of them will procure that none of the Majority Holders Management Founder Associates (as defined below) will not, in any jurisdiction in which consent any Group Company carries on or conducts any business, directly or indirectly: (a) conduct any action or inaction that could harm the interests of, or infringe the lawful rights and interests of, any of the Group Companies and/or its Affiliates; (b) solicit or entice away, or endeavor to solicit or entice away, any director, officer or employee of any Group Company, or use any other means to facilitate any director, officer or employee of any Group Company to end the employment with any Group Company; (c) render consulting services or any other assistance to any person that would assist such person in conducting business competing with the Business of the Group Companies, either in his individual capacity or as a representative or employee of another individual or entity; and (d) conduct or participate in any business or activities that would compete with the Business of the Group Companies as currently or subsequently being conducted during the Restriction Period, in any form (including without limitation, investment, acquisition, co-operation, joint venture, operation, partnership, contractual operation, lease operation, equity holding). Without prejudice and in addition to the above restrictions, the Management Founder, and the Management Founder Holdco shall not be unreasonably withheld compete directly or delayedindirectly with the Business carried out by any Group Company in the above manner for a period of two (2) years after such Management Founder and/or the Management Founder Holdco and/or the Management Founder’s Associates collectively ceases to hold more than 10% of the Company’s shares (calculated on a fully diluted and as-converted basis). Notwithstanding this Section 8.11, either on his/her own account the Management Founder and Key Employees are not prohibited from taking directorship, senior management and/or officer positions of Xunlei, for so long as any the Company remains interested in 35% or through any more of his/her Affiliatesvoting power in Xunlei. The Management Founder further undertakes to the Investor that he will use his best efforts to procure that the directors nominated by the Management Founder, the senior management members of the Group Companies, or in conjunction with or on behalf of any other Personthe Key Employees, (i) possesswill not, directly or indirectly, compete with the power to direct or cause Business carried on by any Group Company in the direction of the management and business operation of any entity whether (A) through the ownership of any equity interest in such entity, or (B) by occupying half or more of the board seats of the entity; or (C) by contract or otherwise; or (ii) devote time to carry out the business operation of any other entity. (c) Each Founder and each Key Holder hereby undertakes to the Preferred Holders and the Group Companies not to directly or indirectly, without prior written consent of the Majority Holders which consent shall not be unreasonably withheld or delayed, above manner during the period in which he holds any Shares in that the share capital foregoing persons are directors, senior management members or Key Employees of the Company and/or and within the twenty-four two (242) months years after he ceases each such person or each of them leaves his or her director or senior management post or terminates his or her employment with the Group (the “Restricted Period”), whether on his/her own account or on behalf of any other person, firm or company: (i) solicit (in connection with any business of a type then carried on by the Group Companies) interfere with or endeavour to entice away from any Group Company any person, firm or company who at any time during the period of one year immediately preceding such cessation, was to his/her knowledge a material customer, client, supplier, agent, distributor, or an employee (not being a junior employee) or consultant (by whatever title called) of a Group Company; or and (ii) seek to interfere with all the continuance of the supply of goods or services to any Group Company or the terms of any such supply; or (iii) carry on, engage in or be concerned or interested either as principal or agent or as a shareholder, partner or employee of any other person in any business or activity which involves the offer sale or supply of products or services to customers in the People’s Republic of China or any other territory in which any Group Company offers such sale or supply for the relevant time being, and competes with the business in which any Group Company is or was engaged for the relevant time being; or (iv) use or allow the use intellectual property created by any third party of any name, logo or other Intellectual Property Rights used by any Group Company or any name or logo likely to be confused therewith otherwise than in the conduct of the business of the Group Companies. (d) In the event that any entity directly or indirectly established or managed by any Founder or any Key Holder, engages or will engage, during the Restricted Period, in any business which is the same or similar to or otherwise competes with the principal business of the Group Companies, the Company agrees, and the Founders and the Key Holders owned by him shall cause such entity, to disclose the related information to the Preferred Holders and transfer such business be transferred to the Group Company at nil consideration so long as he is employed by such Group Companies immediately on terms satisfactory to and within one (1) year after the Preferred Holders.termination of such employment relationship. For purpose of this Section:

Appears in 1 contract

Samples: Series D Preferred Share Purchase Agreement (Itui International Inc.)

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