RESTRICTIONS ON SELLERS. 9.1 Each of the Sellers severally covenants with the Buyer that he shall not:
(a) at any time during the period of two years beginning with the Completion Date, in any geographic areas in which any business of the Company was carried on at the Completion Date, carry on or be employed, engaged or interested in any business which would be in competition with any part of the Business as the Business was carried on at the Completion Date; or
(b) at any time during the period of two years beginning with the Completion Date, deal with any person who is at the Completion Date, or who has been at any time during the period of 12 months immediately preceding that date, a client or customer of the Company; or
(c) at any time during the period of two years beginning with the Completion Date, canvass, solicit or otherwise seek the custom of any person who is at the Completion Date, or who has been at any time during the period of 12 months immediately preceding that date, a client or customer of the Company; or
(d) at any time during the period of two years beginning with the Completion Date:
(i) offer employment to, enter into a contract for the services of, or attempt to entice away from the Company, any individual who is at the time of the offer or attempt, and was at the Completion Date, employed or directly or indirectly engaged in an executive or managerial position with the Company; or
(ii) procure or facilitate the making of any such offer or attempt by any other person; or
(e) at any time after Completion, use in the course of any business:
(i) any trade or service xxxx, business or domain name, design or logo which, at Completion, was or had been used by the Company; or
(ii) anything which is, in the reasonable opinion of the Buyer, capable of confusion with such words, xxxx, name, design or logo; or
(f) at any time during a period of two years beginning with the Completion Date, solicit or entice away from the Company any supplier to the Company who had supplied goods and/or services to the Company at any time during the twelve months immediately preceding the Completion Date, if that solicitation or enticement causes or would cause such supplier to cease supplying, or materially reduce its supply of, those goods and/or services to the Company.
9.2 The covenants in clause 9 are intended for the benefit of the Buyer, the Company and apply to actions carried out by the Sellers in any capacity and whether directly or indirectly, on the Sellers own behalf, on b...
RESTRICTIONS ON SELLERS. 14.1 The Ordinary Shareholder and Sentrum Construction each undertake that they shall not and shall procure that each other member of their respective Retained Group shall not, directly or indirectly, either alone or jointly with any other person or in any capacity whatsoever:
(a) neither pending nor within three (3) years following the Completion Date (except as holder of not more than five per cent. (5%) of any class of shares or securities of a person which is dealt in on any investment exchange) carry on or be engaged or otherwise interested in any business in the Restricted Territories which competes with the Business or any part of the Business;
(b) neither pending nor within three (3) years following the Completion Date solicit the custom of any person who is or at any time during the two (2) years immediately preceding the Completion Date has been a customer or client of any Group Company, provided that the Ordinary Shareholder shall not be restricted from soliciting the custom of such persons (i) solely with respect to the Xxxxx Property, the Rugby Property and the Singapore Property; and (ii) any business that is not involved, directly or indirectly, in the data centre industry (and for the avoidance of doubt this shall not restrict the buying and selling of the Option Lands to data centre operators or the submission of planning applications in connection therewith);
(c) neither pending nor within three (3) years following the Completion Date solicit or entice away any employee of, or consultant to, any Group Company or any member of the Purchaser’s Group, provided that the Ordinary Shareholder shall not be restricted from engaging professional consultancy firms for advice (i) in relation to the Xxxxx Property and the Rugby Property; and (ii) in jurisdictions that are not Restricted Territories;
(d) save as provided in the Trade Xxxx License Agreement, at any time after Completion in the course of any business use the word “Sentrum” or use any trade, business or domain name or xxxx, logo or design previously used in the Business by any Group Company or anything which is, in the reasonable opinion of the Purchaser, capable of being confused with any of them;
(e) challenge the validity or enforceability of any of the Registered Intellectual Property; or
(f) assist or incite any other person to do any of the above.
14.2 Nothing in this Clause 13 shall restrict the ability of the Ordinary Shareholder to comply with the provisions of Clause 11.1.
14.3...
RESTRICTIONS ON SELLERS. 12.1 Each of the First Seller and the Second Seller severally covenants with the Buyer that he shall not:
12.1.1 at any time during the period of two years beginning with the Completion Date, in any geographic areas in which any business of the Company was carried on at the Completion Date either alone or in conjunction with or on behalf of any other person, carry on or be employed, engaged or interested in any business which would be in competition with any part of the Business as the Business was carried on at the Completion Date; or
12.1.2 at any time during the period of two years beginning with the Completion Date, deal with any person in relation to the Business who is at the Completion Date, or who has been at any time during the period of 12 months immediately preceding that date, a client or customer of the Company in relation to the Business; or
12.1.3 at any time during the period of two years beginning with the Completion Date, canvass, solicit or otherwise seek the custom of any person who is at the Completion Date, or who has been at any time during the period of 12 months immediately preceding that date, a client or customer of the Company; or
12.1.4 at any time during the period of two years beginning with the Completion Date:
(a) offer employment to, enter into a contract for the services of, or attempt to entice away from the Company or any of its Subsidiaries, any individual who is at the time of the offer or attempt, and was at the Completion Date, a director, officer or employee holding an executive or managerial position with the Company; or
(b) procure or facilitate the making of any such offer or attempt by any other person; or
12.1.5 at any time during a period of two years beginning with the Completion Date, solicit or entice away from the Company any supplier to the Company who had supplied goods services to the Company at any time during the twelve months immediately preceding the Completion Date, if that solicitation or enticement causes or would cause such supplier to cease supplying, or materially reduce its supply of, those goods and/or services to the Company; or
12.1.6 at any time during a period of two years beginning with the Completion Date, do or say anything harmful to the goodwill of the Company as existing at the Completion Date and which may affect the trading relationship with such persons as are referred to in Clause 12.1.2 or 12.1.5 to the detriment of the Group.
12.2 The covenants in this Clause 12 are intended...
RESTRICTIONS ON SELLERS. From the date of this Agreement until Closing, Sellers will not sell, convey, dispose of, pledge or otherwise encumber the Interests.
RESTRICTIONS ON SELLERS. 8.1 As regards the service agreements proposed to be entered into between Take-Two Interactive Software Europe Limited ("Take-Two Europe") and the Executive Sellers severally at Completion:
8.1.1 the Executive Sellers hereby acknowledge that:
(a) it is a term of this Agreement that the said service agreements are being entered into for the purpose of (inter alia) protecting the goodwill of the Group; and
(b) accordingly if any Executive Seller shall voluntarily leave the employment of Take-Two Europe (or such other company in the Buyer's Group to which his employment is transferred subsequent to Completion) (the "Employer Company") within 3 years from Completion or if Two-Two Europe or the Employer Company shall be entitled summarily to determine such service agreement, the Company and the Buyer will suffer loss;
8.1.2 if any Executive Seller shall leave the employment of Take Two Europe prior to the expiry of 6 months from the date of Completion, such Executive Seller severally undertakes to repay to the Buyer an amount equal to(pound)726,650; if he shall leave such employment thereafter the amount repayable shall reduce by (pound)40,667 for each complete calendar month that he is so employed after the expiry of the initial 6 month period (which sum represents the agreed proportion of the total consideration payable hereunder which is attributable to goodwill), such amount to be payable within one calendar month after the termination of the Executive Seller's employment;
8.1.3 nothing in this Clause shall require the Executive Sellers or any of them to make any payment to the Buyer in circumstances in which:
(a) the Buyer shall terminate the said service agreement without good cause; or
(b) the Buyer shall fail to fulfil its material obligations under this Agreement or any other Transaction Document in any material respect; or
(c) Take-Two Europe or the Employer Company shall constructively dismiss the Executive Seller without having good cause to do so; or
(d) the Executive Seller shall by reason of death, illness or injury be unable to perform his obligations under the said service agreement in circumstances which would entitle Take-Two Europe or the Employer Company to terminate the same.
8.2 For the purposes of this Clause the following words and expressions shall have the following meanings:
RESTRICTIONS ON SELLERS. 11.1 Each of the Management Sellers severally covenants with the Buyer that he shall not:
11.1.1 at any time during the period of three years beginning with the Completion Date, in any geographic areas in which any business of the Company was carried on at the Completion Date, carry on or be employed, engaged or interested in any business which would be in competition with any part of the Business as the Business was carried on at the Completion Date; or
11.1.2 at any time during the period of three years beginning with the Completion Date, canvass, solicit or otherwise seek the custom of any person who is at the Completion Date, or who has been at any time during the period of 12 months immediately preceding that date, a client or customer of the Company; or
11.1.3 at any time during the period of three years beginning with the Completion Date:
(a) offer employment to, enter into a contract for the services of, or attempt to entice away from the Company, any individual who is at the time of the offer or attempt, and was at the Completion Date, employed or directly or indirectly engaged in an executive or managerial position with the Company; or
(b) procure or facilitate the making of any such offer or attempt by any other person; or
11.1.4 at any time after Completion, use in the course of any business:
(a) the words “3S” or “Security Support Solutions”; or
(b) any trade or service xxxx, business or domain name, design or logo which, at Completion, was or had been used by the Company; or
(c) anything which is, in the reasonable opinion of the Buyer, capable of confusion with such words, xxxx, name, design or logo.
11.2 The covenants in this clause 11 are intended for the benefit of the Buyer and the Company and apply to actions carried out by the Sellers in any capacity and whether directly or indirectly, on the Sellers’ own behalf, on behalf of any other person or jointly with any other person.
11.3 Nothing in this clause 11 prevents the Sellers or any of them from holding for investment purposes only:
11.3.1 any units of any authorised unit trust; or
11.3.2 not more than 1% of any class of shares or securities of any company traded on the Official List or the AIM market of London Stock Exchange plc, on any Recognised Stock Exchange or on any other internationally recognised stock exchange.
11.4 Each of the covenants in this clause 11 is a separate undertaking by each Seller in relation to himself and his interests and shall be enforceable by the Buyer s...
RESTRICTIONS ON SELLERS. 5.2.1 Without prejudice to the generality of Clause 5.1, Clause 5.3 or Clause 5.4, in relation to any of the Businesses or Relevant Group Companies, the Vendor shall procure that the Relevant Sellers shall collaborate with representatives of the Purchaser (nominated in advance by the Purchaser for such purpose and agreed in writing by the Vendor) in relation to all material matters concerning the running of such Businesses or Companies between the date of this Agreement and Completion (or Subsequent Completion as the case may be) and during that period shall procure that in relation to the Operations, the Business Sellers and the Relevant Group Companies shall not, without the prior written consent of the Purchaser such consent not to be unreasonably withheld or delayed:
(i) conduct such Operations in any manner except in the ordinary course and consistent with the manner carried on immediately prior to the date hereof, in particular any established procedure for the approval of contracts shall continue to be followed; or
(ii) except for liabilities incurred in the ordinary course of business or budgeted capital expenditure within the approval limits of the general management of such Operations, incur or agree to incur any obligation or liability relating to such Operations (absolute or contingent) that individually calls for payment by a Relevant Seller of more than(pound)100,000 in any specific case or(pound)250,000 in the aggregate; or
(iii) grant any general or uniform increase in the rates of pay or benefits to employees (or a class thereof) employed in such Operations (other than those employed by BICC (Central Africa) (Private) Limited or Zimbabwe Cables (Pte) Limited) in excess of 3 1/2 per cent. per annum or, except in connection with any severance or termination that will occur prior to Completion, enter into any new severance agreement that would be required to be disclosed pursuant to the Warranties or any collective bargaining agreement with respect to such Operations; or
(iv) sell, transfer, mortgage, encumber or otherwise dispose of any assets or liabilities relating to such Operations, except (a) for dispositions of property in the ordinary course not greater than (pound)250,000 in aggregate save in respect of the Business Sellers' Properties in England and Wales where (subject to Clause 5.8) there shall be no right for the Vendor or the relevant Business Seller to make any such disposition or (b) dispositions of Stock relating to such Oper...
RESTRICTIONS ON SELLERS. 20.1 Except as provided in Clause 20.2, the Sellers covenant with the Purchaser and each other member of the Purchaser’s Group that they shall not, and shall procure that each member of the Retained Group shall not, without the prior written consent of the Purchaser:
(a) [***];
(b) [***];
(c) [***]; or
(d) [***].
20.2 Nothing in this Clause 20 shall prevent or restrict the Sellers or the Retained Group from:
(a) [***];
(b) [***];
(c) [***];
(d) [***];
(e) [***];
(f) [***];
(g) [***]; or
(h) for the avoidance of doubt, exercising their rights and performing their obligations under the Transitional Services Agreement and/or Distribution Agreement.
RESTRICTIONS ON SELLERS. 7.1 For the purposes of this Clause the following words and expressions shall have the following meanings: "THE EVENT DATES"
(i) the Investor Sellers Closing Date or (ii), in the case of Sellers who are, at the date of this Agreement, employees of the Company or provide services to the Company whether by a consultancy or other arrangement, the Termination Date;
RESTRICTIONS ON SELLERS. 16.1 Each of the Key Employees severally undertakes that he/she shall not, directly or indirectly, either alone or jointly with or as agent for any other person or in any capacity whatsoever:
(a) subject to Clause 16.2, neither pending nor within three (3) years following the Closing Date (except as holder of not more than one per cent of any class of shares or securities of a person which is dealt in on any investment exchange) carry on or be engaged or otherwise interested in any business anywhere in the world which competes with the Business or any part of the Business;
(b) neither pending nor within three (3) years following the Closing Date solicit or entice away any employee of, or consultant to, the Company or any member of the Purchaser’s Group or employ any such person provided that nothing in this Clause 16 (Restrictions on Sellers) shall prevent any of the Key Employees from employing, or interviewing with a view to employing, any employee of the Company or any member of the Purchaser’s Group who responds to a publicly advertised vacancy or who, of his own volition, applies for employment with any of the Key Employees;
(c) at any time after the Closing Date in the course of any business (for the avoidance of doubt, other than in the course of, or in relation to, or referencing to, the Business of the Company) use the words “Small Giant Games” or “Small Giant” or use any trade, business or domain name or mxxx or logo previously used in the Business by the Company;
(d) challenge the validity or enforceability of any of the Registered Business IP Rights; or
(e) knowingly assist or incite any other person to do any of the above.
