Common use of Restrictions on Seller Clause in Contracts

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 relating to the manufacturing, distributing or development of Hydroponic Products; or (d) trading with any of its existing customers or clients or any future customers or clients provided it does not do so in respect of the Business in any Relevant Territory or in competition with any Group Company or any Relevant Purchaser.

Restrictions on Seller. 12.1 Except 18.1 For the purpose of assuring to Buyers the full benefit of the business, goodwill and know-how of the Acquired Companies, Seller and/or its Subsidiaries and/or Altor shall not during the period of 36 months after the Closing Date: (a) directly or indirectly carry out or be engaged in any business that competes with the business of the Acquired Companies as provided conducted on the Closing Date; (b) directly or indirectly solicit or entice away from the Acquired Companies any person who is on the Closing Date a Key Employee; or (c) directly or indirectly solicit or entice away from the Acquired Companies any person, firm or company who is on the Closing Date a customer or supplier of, or consultants engaged by, the Acquired Companies. 18.2 The restrictions in Clause 12.218.1(a) shall not prohibit Seller or its Subsidiaries or Altor from: (a) directly or indirectly carry out or be engaged in any business that competes with the business of the Acquired Companies as conducted on the Closing Date after such time as Buyers cease to carry on or be engaged in a substantial part of such business; and/or (b) holding or being interested in up to five (5) per cent. of the outstanding issued share capital of a company listed on any recognized stock exchange. 18.3 The restrictions in Clause 18.1(b) shall not prevent any contact or solicitation made in connection with general advertisement or through an employment agency or recruitment consultant not specifically aimed at such employees. 18.4 For the purpose of Clause 18.5, “Confidential Information” means all non-public information (whether oral or written or in visual, electronic or tangible form) regarding or otherwise relating to the Acquired Companies or to any of their affairs or other business matters which Altor or Seller has become aware of before the Closing Date or which any of Altor’s or Seller’s current or former board members, officers/managers or employees have become aware of before the Closing Date resulting from or otherwise related to or as a consequence of him or her being such a board member, officer/manager or employee (as the case may be) or having served as board member in the Acquired Companies. 18.5 For the purpose of assuring to Buyers the full benefit of the business, goodwill and know-how of the Acquired Companies, Altor and Seller shall at all times: (a) keep all Confidential Information strictly confidential and not disclose it (or permit it to be disclosed) to any third party or itself use it (or permit it to be used) for any purpose whatsoever; and (b) ensure that all board members, officers/managers and shall procure that no other member of the Seller’s Group shallemployees referred to in Clause 18.4 keep all Confidential Information strictly confidential and not disclose it (or permit it to be disclosed) to any third party or themselves use it (or permit it to be used) for any purpose whatsoever, 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)Buyers, 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 except if, and 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: extent that, (i) solicit such disclosure is required by law or any employee or consultant who is a director or senior manager or who has a salary of more than EUR 150,000 per annumbinding stock exchange rules, in each case in relation to (i) any Group Company; or (ii) any Group Business; or such disclosure is required in connection with necessary and confidential contacts with competent authorities, (iiiii) 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, such disclosure is required in connection 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 arbitration proceedings dealing with the Business in Parties’ obligations under the Relevant Territory where Agreement, (iv) 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 information 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) becomes publicly available (other than in respect through a breach of this Agreement), or (v) the Group and other than the Business information is independently developed after Closing, provided, however, that this Clause 18.5 shall not in any Relevant Territory) including, for way limit or restrict the Acquired Companies right and ability to carry on its business until the occurrence of Closing. For the avoidance of doubt, any business relating to unpermitted disclosure or use of Confidential Information by a person comprised by (b) shall be considered as a breach of Altor or Seller (as applicable). 18.6 Notwithstanding Clause 21.7, this Clause 18 is for the manufacturingbenefit of Buyers as direct or indirect owners of the Transferred Shares and for each of their successors in title, distributing and may be assigned by a Buyer, or development of Hydroponic Products; or (d) trading with any by and of its existing customers successors in title, without the consent of Altor or clients or any future customers or clients provided it does not do so in respect of the Business in any Relevant Territory or in competition with any Group Company or any Relevant PurchaserSeller.

Restrictions on Seller. 12.1 Except as provided in Clause 12.212.1.1 Seller undertakes, covenants and agrees with Purchaser that, subject to Closing, for a period commencing on the Closing Date and continuing during the Restricted Period, Seller shall not not, and Seller shall procure that no other cause each member of the Seller’s 's Group shall, without the prior written consent of the Purchasernot to: (a) neither pending nor within three (3) years following the Completion Date carry on or be directly or indirectly engaged undertake any Restricted Activity 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 DateRestricted Territory; or (b) neither pending nor within three induce or seek to induce any Restricted Employee to become employed by any member of Seller's Group or to leave the employ of the Group Companies or Purchaser or any of its other subsidiaries, provided that the placing of an advertisement of a post available to a member of the public generally (3) years following the Completion Date grant any third party a licence permitting that third party so long as such advertisement is not targeted directly to use any Licensed Retained Intellectual Property in relation to the Business in any Relevant Territory areas in which the Group operates Companies maintain Operations as at the Completion Date or at any time during the twelve (12Closing) months immediately preceding the Completion Date; orshall not constitute a breach of this Clause 12.1.1. (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, 12.1.2 The restrictions in each case in relation Clause 12.1.1 shall not operate to (i) any Group Company; or (ii) any Group Business; or (ii) solicit, induce or attempt to induce any customer, supplier or retailer of prohibit 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 's Group from: (a) acquiring exercising any company right or business fulfilling any obligation pursuant to this Agreement and any agreement with any member of Purchaser's Group (including the “Acquired Entity”Group Companies) 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 periodentered into pursuant to this Agreement; (b) acquiring or holding for investment purposes 5% (five percent) or less of any general advertisement to the public class or series of employment by equity securities of any member Person, which class or series of equity securities is (a) registered under Section 12 of the Seller’s Group to which any person referred to Securities Exchange Act of 1934, as amended or (b) listed on a stock exchange outside the U.S, even if that Person is engaged 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 Datea Restricted Activity; (c) carrying on acquiring control of a business or developing its present business(esPerson (whether through the acquisition of assets, securities or other ownership interests, the effecting of a merger, consolidation, share exchange, business combination, reorganization, recapitalization or other similar transaction) (other than an "Acquired Business") that is engaged in respect a Restricted Activity where the revenues of the Group and other Restricted Activity of the Acquired Business in its most recently completed fiscal year were less than the lower of (A) 20% (twenty percent) of the total revenues of the Acquired Business in any Relevant Territoryfor such fiscal year, and (B) including, for the avoidance of doubt, any business relating to the manufacturing, distributing or development of Hydroponic Products; orUSD 250,000,000 (two hundred fifty million U.S. dollars); (d) trading with manufacturing any products for its own use or for any member of its existing customers Purchaser's Group. 12.1.3 If any restriction contained in this Clause 12.1 is held to be invalid or clients or any future customers or clients provided it does not do so in respect unenforceable but would be valid and enforceable if part of the Business in any Relevant Territory wording of the respective restriction is deleted or in competition amended, the restriction applies with any Group Company or any Relevant Purchasersuch amendment as is necessary to make it valid and enforceable.

Restrictions on Seller. 12.1 Except as provided in Clause 12.2, the (a) Seller shall not and shall undertakes with Purchasers to procure that no other member of the Seller’s Group (excluding the Group Companies) 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)indirectly, 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 DateRestricted Period: (i) solicit undertake any employee or consultant who is a director or senior manager or who has a salary of more than EUR 150,000 per annum, Restricted Activity in each case in relation to (i) any Group Company; or (ii) any Group Business; orthe Restricted Territory; (ii) solicit, induce or attempt seek to induce any customerperson who is or was at the Closing Date a Restricted Employee to become employed whether as employee, supplier consultant or retailer of otherwise by any member of Seller’s Group (excluding the Group Companies), whether or not such Restricted Employee would thereby commit a breach of his contract of service, provided that the placing of an advertisement of a post available to cease to deal, or to restrict or vary their terms of dealing, with that a member of the public generally and the recruitment of a person through an employment agency shall not constitute a breach of this clause 9, provided that no member of Seller’s Group instructs or a Relevant Purchaserencourages such agency to approach any Restricted Employee. 12.2 Nothing (b) The restrictions in this Clause 12 clause 9.1(a) shall prevent or restrict not operate to prohibit any member of the Seller’s Group from: (ai) undertaking a Restricted Activity in any specific country within the Restricted Territory after such time as: (A) Purchasers’ Group ceases to carry on the sale of aftermarket replacement motor vehicle components in such country; or (B) the sales of aftermarket replacement motor vehicle components by Purchasers’ Group in such country fall below €200,000 in any 12 month period during the Restricted Period; (ii) making sales to any customer of the Group to the extent there exists at the Closing Date a wholly independent trading relationship between such customer and a member of Seller’s Group (excluding the Group Companies) in relation to the sale of filter components; (iii) fulfilling any obligation pursuant to this Agreement and any of the Transaction Documents; (iv) acquiring the whole or part of any company or business (the “Acquired Entity”whether by way of a purchase of shares or assets) in any part of the world which competes with the Business in the Relevant Territory where if the turnover generated by the competing part of the Acquired Entity during the most recently ended accounting period attributed to a Restricted Activity does not exceed fifteen represent more than 25 (twenty-five) per cent. (15%) of the aggregate annual turnover of the Acquired Entity during that accounting periodsuch acquired business; (bv) any general advertisement to the public without detracting from clause 9.1(b)(iii), acquiring an interest or being interested in a business which is engaged in a Restricted Activity in respect of employment by any member of the which Seller’s Group does not have a majority shareholding or other controlling interest, or the right to which any person referred nominate the majority of directors or representatives of similar standing to in Clause 12.1(c)(i) respondsthe board of directors or a governing body of similar standing, provided that if such advertisement business is not specifically targeted at listed on any recognised stock exchange, a controlling interest shall be deemed to exist if the Group nor any member interest acquired amounts to 30 (thirty) per cent. or more of the Group nor any employee or consultant outstanding issued share capital of any such member at the Completion Date;a company. (c) carrying on or developing its present business(es) (other than in respect Each of the Group undertakings contained in this clause 9 is a separate undertaking by Seller and shall be enforceable by Purchasers (on their own behalf and on behalf of each member of Purchasers’ Group) separately and independently of its right to enforce any one or more of the other than covenants contained in this clause 9. Seller agrees that the Business undertakings contained in any Relevant Territory) including, this clause 9 are reasonable and necessary for the avoidance protection of doubtthe legitimate interests of Purchasers and any other member of Purchasers’ Group. It is nevertheless agreed that, if any business relating such undertaking shall be found to be void but would be valid if some part were deleted, then such undertaking shall apply with such deletions as may be necessary to make it valid and enforceable. The Parties further agree that, without prejudice to any other remedy which may be available to Purchasers, Purchasers shall be entitled to seek injunctive or other equitable relief in relation to any breach or prospective breach of the manufacturingundertakings in this clause 9, distributing or development it being acknowledged that an award of Hydroponic Products; ordamages may not be an adequate remedy for such a breach. (d) trading For the purposes of this clause 9, “directly or indirectly” shall (without limiting the expression) mean Seller acting either alone or jointly with or on behalf of any other person whether as principal, partner, manager, employee, contractor, director, consultant, investor or otherwise. (e) Seller agrees with Purchasers to procure that the other members of Seller’s Group and each of its existing customers or clients or any future customers or clients provided it does not do so and their respective officers, senior management and agents is aware of and complies with each of Seller’s undertakings contained in respect of the Business in any Relevant Territory or in competition with any Group Company or any Relevant Purchaserthis clause 9.

Restrictions on Seller. 12.1 Except as provided in Clause 12.2, the (a) Seller shall not covenants and shall agrees with Purchaser to procure that no other member of the Seller’s Group shallneither it nor any Restricted Persons (as defined below) will, directly or indirectly, without the prior written consent of the Purchaser: (ai) 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 three year period commencing on the Completion Closing Date; or, carry on or be engaged, employed, concerned or have a direct or indirect interest in any Competing Business within the Restricted Area, either on its own behalf or in conjunction with or on behalf of any other Person and whether as principal or agent, consultant, adviser or otherwise; (bii) 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 month period commencing on the Closing Date, employ, canvass, solicit, approach or entice away from the Company or any of the Company Subsidiaries any officer or employee or individual referred to in Section 3.15(a)(i)(A) or (12B) months immediately preceding (who is then an officer or employee or person providing services to the Completion DateCompany or any Company Subsidiary) whether or not that person would commit a breach of his contract of employment or consultancy by reason of leaving service (although any officer or employee or person providing services to the Company or any Company Subsidiary) will be entitled to respond to a public advertisement of employment); or (ciii) neither pending nor within at any time during the three (3) years following year period commencing on the Completion Closing Date: (i) solicit any employee , carry on or consultant who is a director be engaged, employed, concerned 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”) interested in any part of the world which competes with the Business business, directly or indirectly, whose principal operations are located in the Relevant Territory where Restricted Area under the turnover generated by name “Meteor” or any name which includes 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;word “Meteor” or any name likely to be confused therewith. (b) As used herein, the term “Restricted Person” shall mean Seller Guarantor and its Subsidiaries; provided, however, that on and after the date on which the transactions contemplated by that certain Agreement and Plan of Merger, dated as of January 9, 2005, among ALLTEL Corporation (“ALLTEL”), Seller Guarantor and Wigeon Acquisition LLC, shall have been consummated (the “ALLTEL Merger”), the term Restricted Person shall mean ALLTEL Corporation and its Subsidiaries; provided, however, that (i) neither Seller Guarantor and its Subsidiaries nor, after the closing of the ALLTEL Merger, ALLTEL Corporation and its Subsidiaries shall be prohibited from acquiring any general advertisement equity interest in any Person that is carrying on, engaged, employed or interested in, or have a licence or pending application or agreement to acquire, any Competing Business within the Restricted Area, either on its own behalf or in conjunction with or on behalf of any other Person and whether as principal or agent, if such Competing Business is not the principal business of such Person, (ii) Seller Guarantor and its Subsidiaries and, after the closing of the ALLTEL Merger, ALLTEL and its Subsidiaries shall not be prohibited by reason of this Section 5.10 from owning, directly or indirectly, up to 5% of any class of securities issued by any Person whose securities are listed on a recognized securities exchange, (iii) if after the closing of the ALLTEL Merger, Seller Guarantor or any Subsidiary of Seller Guarantor or ALLTEL shall be sold, transferred or assigned, by merger or otherwise, to a Person other than an MBO Vehicle (and in the event that the Seller Guarantor or such Subsidiary is sold, transferred or assigned to an MBO Vehicle, the provisos set forth in (i), (ii), (iii) and (iv) of this proviso shall apply to such MBO Vehicle and its Subsidiaries as if references to ALLTEL were a reference to the public MBO Vehicle), this Section 5.10 shall be of employment by no further force or effect on any member such entity (Seller Guarantor or a Subsidiary of Seller Guarantor or ALLTEL) so sold, transferred or assigned, (iv) if the ALLTEL Merger shall have been closed, this Section 5.10 shall be of no further force or effect in the event of, and simultaneously with (a) consummation of a sale, transfer, or other conveyance to any Person, directly or indirectly, of all or substantially all of the Sellercapital stock or assets of ALLTEL, on a consolidated basis, excluding transfers or conveyances to or among ALLTEL’s Group to which Subsidiaries, (b) if any person referred to in Clause 12.1(c)(i“person” or “group” (as such terms are used for purposes of Sections 13(d) responds, provided that such advertisement is not specifically targeted at the Group nor any member and 14(d) of the Group nor any employee Securities and Exchange Act, of 1934, as amended, whether or consultant not applicable), is or becomes the “beneficial owner” (as that term is used in Rules 13d-3 and 13d-5 under the Securities and Exchange Act of any such member at 1934, as amended, whether or not applicable), directly or indirectly, of more than 40% of the Completion Date; aggregate number of votes of all classes of capital stock of ALLTEL which ordinarily have voting power for the election of directors of ALLTEL, or (c) carrying on consummation of any merger, consolidation or developing its present business(es) (business combination to which ALLTEL is a party, other than in respect a merger, consolidation or business combination between ALLTEL and an Affiliate of ALLTEL or (v) if the closing of the Group ALLTEL Merger does not occur for any reason, and (A) Seller Guarantor or any Subsidiary of Seller Guarantor shall be sold, transferred or assigned, by merger or otherwise, to a Person other than an MBO Vehicle (and in the Business event that the Seller Guarantor or such Subsidiary is sold, transferred or assigned to an MBO Vehicle, the provisos set forth in (i), (ii), (iii) and (iv) of this proviso shall apply to such MBO Vehicle and its Subsidiaries as if references to ALLTEL were a reference to the MBO Vehicle) this Section 5.10 shall be of no further force or effect on the entity (Seller Guarantor or such Subsidiary) so sold, transferred or assigned or (B) this Section 5.10 shall be of no further force or effect in the event of, and simultaneously with (aa) consummation of a sale, transfer, or other conveyance to any Relevant TerritoryPerson, directly or indirectly, of all or substantially all of the capital stock or assets of Seller Guarantor, on a consolidated basis, excluding transfers or conveyances to or among Seller Guarantor’s Subsidiaries, (bb) includingif any “person” or “group” (as such terms are used for purposes of Sections 13(d) and 14(d) of the Securities and Exchange Act, of 1934, as amended, whether or not applicable), is or becomes the “beneficial owner” (as that term is used in Rules 13d-3 and 13d-5 under the Securities and Exchange Act of 1934, as amended, whether or not applicable), directly or indirectly, of more than 40% of the aggregate number of votes of all classes of capital stock of Seller Guarantor which ordinarily have voting power for the avoidance election of doubtdirectors of Seller Guarantor, or (c) consummation of any merger, consolidation or business relating combination to the manufacturingwhich Seller Guarantor is a party, distributing other than a merger, consolidation or development business combination between Seller Guarantor and an Affiliate of Hydroponic Products; or (d) trading with any of its existing customers or clients or any future customers or clients provided it does not do so in respect of the Business in any Relevant Territory or in competition with any Group Company or any Relevant PurchaserSeller Guarantor.

Restrictions on Seller. 12.1 Non-Compete (a) Except as provided in Clause 12.28.8(b), the Seller shall not not, and shall procure that no each other member of the Seller’s Seller Group shallCompany shall not, without the prior written consent of the Purchaser: Buyer (asuch consent to be given at the sole and absolute discretion of the Buyer) neither pending nor within conduct any activity of a competing nature with the Acquired Business in Italy during the period commencing on the Closing Date and expiring on the date which is three (3) years following the Completion Closing Date carry on or be directly or indirectly engaged in (the Business (or directly or indirectly interested in any entity engaged in the Business“Non-Compete Period”), 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 (3Nothing in Clause 8.8(a) years following the Completion Date grant shall prevent or restrict 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 Seller 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 DateCompany from: (i) solicit any employee acquiring, directly or consultant who is indirectly, an interest in a director company or senior manager business in Italy which, as part of its broader business, conducts an activity that competes with the Acquired Business provided that the activities of the company or who has a salary of business to be acquired that compete with the Acquired Business do not account for more than EUR 150,000 per annum20% (twenty percent) of the EBITDA of the company or business to be acquired, provided that in each no case in relation to (i) will such acquired company or business conduct any Group Company; or online business that competes with the Acquired Business; (ii) carrying on the Retained Business or any development of the Retained Business other than through an expansion to an activity that is competing with the Acquired Business; (iii) conducting the online gaming business the Seller Group Businessis required to conduct pursuant to the requirements of the Xxxxxx e Vinci Concession and the Lotto Concession and the Seller Group shall not be restricted from conducting such online gaming business provided that such online gaming business should be the only online gaming business in Italy the Seller Group may conduct during the Non-Compete Period; or (iiiv) solicit, induce or attempt to induce conducting in Italy any customer, supplier or retailer of any member online business that is not an online gaming business including the online business connected with commercial and financial services currently conducted by the Seller Group as of the date of this Agreement. (c) Except as provided in Clause 8.8(d), but in any event subject to Clause 6.6, the Seller shall not, and shall procure that each other Seller Group to cease to dealCompany shall not, or to restrict or vary their terms of dealing, with that member without the prior written consent of the Group Buyer (such consent to be given at the sole and absolute discretion of the Buyer), solicit any Buyer Key Workers or a Relevant PurchaserSales Representatives during the Non-Solicit Period. 12.2 (d) Nothing in this Clause 12 8.8(c) shall prevent or restrict any member of the Seller’s Seller 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) Company from placing any general advertisement to the public of employment by any member of the Seller’s Seller Group Company to which any person referred to in Clause 12.1(c)(i) Buyer Key Worker responds, provided that such advertisement is not specifically targeted at the Buyer Group nor any member person employed as of the Closing Date by any Buyer Group nor any employee or consultant of any such member at the Completion Date;Company. (ce) carrying Except as provided in Clause 8.8(f), the Seller shall not, and shall procure that each other Seller Group Company and any of their Affiliated Persons shall not, without the prior written consent of the Buyer as soon as practicable following the Closing Date (but in any event on or developing its present business(esbefore the date which is one (1) month following the Closing Date), use any Business Intellectual Property (including Registered Intellectual Property) or any other than xxxx, logo, name, colours, symbols or designs which, in respect the opinion of a reasonable person, is likely to being confused with any of the Business Intellectual Property, including the prohibitions on use described in Part 3 of Schedule 9 (Intellectual Property), provided however the Seller Group and any of its Affiliated Persons shall cease all use of “xxxxxxxxxxxxxxxxx.xx”, “xxxxxxxxxxx.xx” and “xxxxxx.xx” websites and all other than domain names set forth in paragraph 2 of Part 2 of Schedule 9 (Intellectual Property) immediately from and after Closing. (f) Nothing in Clause 8.8(e) shall prevent or restrict any Seller Group Company from: (i) continuing to conduct business through use of the Business “Lottomatica” brand in any Relevant Territoryrelation to: (A) including, for consumables that have already been printed and delivered to retail locations prior to the avoidance of doubt, any Closing Date; and (B) retail fixtures that are already in place prior to the Closing Date provided that such retail fixtures shall be removed or replaced with retail fixtures that do not contain the “Lottomatica” brand within six (6) months following the Closing Date; and (ii) continuing to conduct the business relating to the manufacturing, distributing or development of Hydroponic Products; or (d) trading with any of its existing customers or clients or any future customers or clients “lottomaticards” issued by Cartalis provided it does not do so in respect of the Business in any Relevant Territory or in competition with any Group Company or any Relevant Purchaser.that:

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 44 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 relating to the manufacturing, distributing or development of Hydroponic Products; or (d) trading with any of its existing customers or clients or any future customers or clients provided it does not do so in respect of the Business in any Relevant Territory or in competition with any Group Company or any Relevant Purchaser.