Restrictions on Seller. 12.1 Except as provided in Clause 12.2, the Seller shall not and shall procure that no other member of the Seller’s Group shall, without the prior written consent of the Purchaser:
(a) neither pending nor within three (3) years following the Completion Date carry on or be directly or indirectly engaged in the Business (or directly or indirectly interested in any entity engaged in the Business), in each case in any Relevant Territory in which the Group operates as at the Completion Date or at any time during the twelve (12) months immediately preceding the Completion Date; or
(b) neither pending nor within three (3) years following the Completion Date grant any third party a licence permitting that third party to use any Licensed Retained Intellectual Property in relation to the Business in any Relevant Territory in which the Group operates as at the Completion Date or at any time during the twelve (12) months immediately preceding the Completion Date; or
(c) neither pending nor within three (3) years following the Completion Date:
(i) solicit any employee or consultant who is a director or senior manager or who has a salary of more than EUR 150,000 per annum, in each case in relation to (i) any Group Company; or (ii) any Group Business; or
(ii) solicit, induce or attempt to induce any customer, supplier or retailer of any member of the Group to cease to deal, or to restrict or vary their terms of dealing, with that member of the Group or a Relevant Purchaser.
12.2 Nothing in this Clause 12 shall prevent or restrict any member of the Seller’s Group from:
(a) acquiring any company or business (the “Acquired Entity”) in any part of the world which competes with the Business in the Relevant Territory where the turnover generated by the competing part of the Acquired Entity during the most recently ended accounting period does not exceed fifteen per cent. (15%) of the aggregate turnover of the Acquired Entity during that accounting period;
(b) any general advertisement to the public of employment by any member of the Seller’s Group to which any person referred to in Clause 12.1(c)(i) responds, provided that such advertisement is not specifically targeted at the Group nor any member of the Group nor any employee or consultant of any such member at the Completion Date;
(c) carrying on or developing its present business(es) (other than in respect of the Group and other than the Business in any Relevant Territory) including, for the avoidance of doubt, any business...
Restrictions on Seller. Except as set forth in the Transition Services Agreement and except as provided in Section 3.2 herein, for a period of *** years after the Effective Date, Seller agrees not to (a) make, have made, sell, license or otherwise provide to any third party the Products or any products derived from and substantially identical to the Products, or (b) sell, license or otherwise provide to any third party the Restricted Documents.
Restrictions on Seller. 15.1.1 The Seller and the Seller Parent undertake with the Purchaser to procure that no member of the Seller’s Group shall, during the Restricted Period:
(a) undertake any Restricted Activity; or
(b) without the prior written consent of the Purchaser, induce or seek to induce any Employee to become employed whether as employee, consultant or otherwise by any member of the Seller’s Group, whether or not such Employee would thereby commit a breach of his or her contract of service, provided that the placing of an advertisement of a post available to a member of the public generally and the recruitment of a person through an employment agency shall not constitute a breach of this Clause 15.1.1(b), provided that no member of the Seller’s Group instructs or encourages such agency to approach any Employee.
Restrictions on Seller. Between the date hereof and the Closing Date, Seller will not offer or sell any of the Company Shares or rights or options to acquire the Company Shares or enter into any agreement, commitment, agreement in principal or letter of intent with respect to the Company Shares or grant or issue any option, warrant or derivative security with respect to the Company Shares or otherwise take any steps which are reasonably likely to impair Seller's ability or capacity to consummate this Agreement.
Restrictions on Seller. From the expiration of the Evaluation Period until Closing, not (i) seek or agree to any change or modification with respect to zoning or development rights with respect to the Property without Purchaser’s prior written consent, (ii) place any voluntary lien or encumbrance on the Property without Purchaser’s prior written consent, which will not be unreasonably withheld, conditioned or delayed, or (iii) commence, at Seller’s sole cost and expense, material (i.e., in excess of one-tenth of one percent (0.1%) of the Purchase Price), elective or optional alterations at the Property without Purchaser’s prior written consent, which will not be unreasonably withheld, conditioned or delayed. At any time prior to Closing, Seller shall have the right to commence, without Purchaser’s consent, any alterations that the Seller is contractually obligated to perform.
Restrictions on Seller. The sale herein is exclusive in all respects and Seller agrees that after the Closing Date, Seller will not, and will use its best efforts to cause its officers, employees, agents and Affiliates to not, except as expressly requested by Buyer or otherwise required to carry out the provisions of this Agreement:
(a) Provide technical information or assistance relating to the Software to any person or organization other than Buyer or persons authorized by Buyer to receive such information or assistance; or
(b) Assist any other person or organization in engaging in the design, development, engineering or sale of the Software; or (c) Directly or indirectly reveal to anyone or utilize in any way the Software (i) except as required by this Agreement or (ii) as expressly requested by Buyer.
Restrictions on Seller. (a) Subject to clause 6.3(b) below, the Seller must not, and must procure that the Seller Group Members and the Seller Group Representatives or Advisers do not, directly or indirectly for a period starting on the date of this deed and ending on the date 12 months after the date of this deed, induce or encourage any Employee to leave the employment of a Target Group Company or to work for or on behalf of any Seller Group Member.
(b) Clause 6.3(a) above does not prevent any Seller Group Member or any Seller Group Representative or Adviser from:
(1) advertising employment vacancies in any newspaper, website or other publication or through a recruitment agency, or advertising vacancies through internal job posting lists for the Seller Group circulated to Seller Group employees in the ordinary course of business (except where the advertisement or recruitment agency specifically targets employees of any Target Group Company) or interviewing and negotiating with any person responding to those advertisements; or
(2) employing any person who seeks employment with any Seller Group Members solely on his or her own initiative.
Restrictions on Seller. (a) Subject to clause 8.2(b) below, the Seller must not, and must procure that the Seller Group Members and the Seller Group Representatives or Advisers do not, directly or indirectly for the Non-Solicitation Period, induce or encourage any Employee to leave the employment of the Manager, or the Target Entity, or to work for or on behalf of any Seller Group Member.
(b) Clause 8.2(a) above does not prevent any Seller Group Member or any Seller Group Representative or Adviser from:
(i) advertising employment vacancies in any newspaper, website or other publication or through a recruitment agency, in the ordinary course of business (except where the advertisement or recruitment agency specifically targets employees of the Manager) or interviewing and negotiating with, or employing or engaging, any person responding to those advertisements; or
(ii) employing any person who seeks employment with any Seller Group Members solely on his or her own initiative.
Restrictions on Seller. Without first obtaining the written consent of Purchaser, which consent shall not be unreasonably withheld or delayed, or except as set forth in Schedule 4.2(b), from the date hereof until the Closing, except as otherwise contemplated by this Agreement, Seller will cause the Company not to:
(i) make any material change in the conduct of its business and operations or its financial reporting and accounting methods;
(ii) other than in the ordinary course of business, enter into any material contract or agreement or terminate or amend in any material respect any material contract or agreement to which it is a party, or be in default in any material respect thereunder;
(iii) declare, set aside or pay any dividends or make any distributions in respect of its equity securities, or split, combine or reclassify any of its equity securities or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for any of its equity securities, or purchase, redeem or otherwise acquire, directly or indirectly, any such securities;
(iv) merge into or with or consolidate with any other corporation, partnership, person or other entity or acquire all or substantially all of the business or assets of any corporation, partnership, person or other entity or form, acquire any interest in or contribute any assets to any partnership or joint venture or enter into any similar arrangement;
(v) make any change in its limited liability company agreement;
(A) make any purchase of any securities of any corporation, partnership, person or entity, or (B) make any investment in any corporation, partnership, joint venture or other business enterprise other than ordinary-course overnight investments consistent with cash management practices of Seller and its affiliates;
(vii) incur or increase any material amount of indebtedness for borrowed money or guarantee any such indebtedness or issue, sell or guarantee any debt securities, other than in the ordinary course of business consistent with past practice;
(viii) sell, lease or otherwise dispose of any material portion of its assets other than in the ordinary course of business consistent with past practice;
(ix) issue, deliver or sell or authorize or propose the issuance, delivery or sale of, any of its equity securities or securities convertible into its equity securities, or subscriptions, rights, warrants or options to acquire or other agreements or commitments of any character obligating it to issue a...
Restrictions on Seller. (A) The Seller undertakes that it will not, and shall procure that each member of the Seller's Group will not, do any of the following things:
(i) for a period of five years after the Completion Date either alone or jointly with any person directly or indirectly carry on or be engaged or economically interested in any business which competes (directly or indirectly) with any of the Group Businesses and which is carried on within any one of the member states of the European Union;
(ii) within a period of three and one half (3 1/2) years from the Completion Date, entice away from the employment of any member of the Group any Senior Employee EXCEPT for those who answer an advertisement for a post with any member of the Seller's Group available to members of the public generally which is not aimed specifically at a person with experience of working for the Group; nor
(iii) intentionally assist any person to do either of the foregoing things.
(B) Nothing in sub-clause (A) shall prevent any member of the Seller's Group:
(i) carrying on or being engaged in or economically interested in any business (other than any Group Business) which, at the date of this Agreement, it currently carries on or is engaged in or is economically interested in or any reasonable extension or development thereof which does not directly involve the manufacture of products of a type produced, or the provision of services of a type provided, by the Group in the 12 months prior to Completion (PROVIDED THAT, for the avoidance of doubt, this shall not prevent any member of the Seller's Group from supplying materials used in the manufacture of such products);
(ii) carrying on or being engaged in or economically interested in any business referred to in paragraph (i) of sub-clause (A) twelve months after such time as such business, in its entirety, has been sold to a third party and/or all members of the Purchaser's Group have ceased to be engaged in or economically interested in such business;
(iii) being the holder of shares of a company (conferring not more than five per cent. of the votes which would normally be cast at a general meeting of that company) or debentures of a company which is engaged in any business referred to in paragraph (i) of sub-clause (A);
(iv) acquiring the whole or any part of a business, the carrying on of which would otherwise amount to a breach of the undertaking contained in sub-clause (A), as part of a larger acquisition or series of related acquisitions PROVIDE...
