Common use of RESTRICTIONS ON SELLERS Clause in Contracts

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 behalf of any other person or jointly with any other person. 9.3 Nothing in clause 9 prevents the Sellers or any of them from holding for investment purposes only: (a) any units of any authorised unit trust; or (b) not more than 2% of any class of shares or securities of any company traded on a recognised stock exchange. 9.4 Each of the covenants in clause 9 is a separate undertaking by each Seller in relation to himself and his interests and shall be enforceable by the Buyer separately and independently of its right to enforce any one or more of the other covenants contained in clause 9. Each of the covenants in clause 9 is considered fair and reasonable by the parties, but if any restriction is found to be unenforceable, but would be valid if any part of it were deleted or the period or area of application reduced, the restriction shall apply with such modifications as may be necessary to make it valid and enforceable. 9.5 The consideration for the undertakings contained in clause 9 is included in the Purchase Price.

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 Sellers’ own behalf, on behalf of any other person or jointly with any other person. 9.3 Nothing in clause 9 prevents the Sellers or any of them from holding for investment purposes only: (a) any units of any authorised unit trust; or (b) not more than 2% of any class of shares or securities of any company traded on a recognised stock exchange. 9.4 Each of the covenants in clause 9 is a separate undertaking by each Seller in relation to himself and his interests and shall be enforceable by the Buyer separately and independently of its right to enforce any one or more of the other covenants contained in clause 9. Each of the covenants in clause 9 is considered fair and reasonable by the parties, but if any restriction is found to be unenforceable, but would be valid if any part of it were deleted or the period or area of application reduced, the restriction shall apply with such modifications as may be necessary to make it valid and enforceable. 9.5 The consideration for the undertakings contained in clause 9 is included in the Purchase Price.

RESTRICTIONS ON SELLERS. 9.1 Each 11.1 Subject to clause 11.2, each of the Sellers severally covenants with the Buyer that he shall not:not without the prior written permission of the Buyer (which shall not be unreasonably withheld or delayed): (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 or its Subsidiary was carried on at a material level at the Completion Datedate of this agreement, carry on or be employed, engaged or interested in any business which would be is in competition with any part of the Business as the Business was is carried on at the Completion Datedate of this agreement; or (b) (for the purposes of supplying any goods or services competitive with those supplied by the Company or its Subsidiary in the course of the Business) at any time during the period of two years beginning with the Completion Date, deal with any person who is at the Completion Datedate of this agreement, or who has been at any time during the period of 12 months immediately preceding that date, a client or customer of the CompanyCompany or any of its Subsidiaries; or (c) (for the purposes of supplying any goods or services competitive with those supplied by the Company or its Subsidiary in the course of the Business) 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 CompanyCompany or its Subsidiary; 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 ofto employ or engage, or attempt to entice away from the CompanyCompany or its Subsidiary, any individual who is at the time of the offer or attempt, and was at the Completion Date, employed a director, officer or directly or indirectly engaged in employee holding an executive or managerial position with the CompanyCompany or its Subsidiary; or (ii) procure or facilitate the making of any such offer or attempt by any other person; or (e) at any time after Completionthe Completion Date, use in the course of any business: (i) the words "CQ Systems"; or (ii) any trade or service xxxxmark, business or domain name, design or logo which, at Completionthe Completion Date, was or had been used by the CompanyCompany or its Subsidiary and which is distinctive of their respective goods or services; or (iiiii) anything which is, in the reasonable opinion of the Buyer, capable of confusion is likely to be confused with such words, xxxxmark, name, design or logo; or (fx) at any time during a period of two years beginning with the Completion Date, solicit or entice away from the Company or its Subsidiary any supplier to the Company or its Subsidiary who had supplied goods and/or services to the Company at or its Subsidiary 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 CompanyCompany or its Subsidiary. 9.2 11.2 The covenants in clause 9 11.1(a) shall cease to apply to any Seller who is an employee of the Company and is not resigning at Completion, if his employment is terminated by the Company at any time after the Completion Date (other than for reasons justifying summary dismissal) and during the period of such covenant. 11.3 The covenants in this clause 11 are intended for the benefit of the Buyer, the Company and its Subsidiary and apply to actions carried out by the Sellers in any capacity and whether directly or indirectly, on the Sellers Sellers' own behalf, on behalf of any other person or jointly with any other person. 9.3 11.4 Nothing in this clause 9 11 prevents the Sellers or any of them from holding for investment purposes only: (a) any units of any authorised unit trust; or (b) not more than 24.99% of any class of shares or securities of any company publicly traded on a recognised stock exchangecompany. 9.4 11.5 Each of the covenants in this clause 9 11 is a separate undertaking by each Seller in relation to himself and his interests and shall be enforceable by the Buyer separately and independently of its right to enforce any one or more of the other covenants contained in this clause 911. Each of the covenants in this clause 9 11 is considered fair and reasonable by the parties, but if any restriction is found to be unenforceable, but would be valid if any part of it were deleted or the period or area of application reduced, the restriction shall apply with such modifications as may be necessary to make it valid and enforceable. 9.5 11.6 The consideration for the undertakings contained in this clause 9 11 is included in the Purchase Price.

RESTRICTIONS ON SELLERS. 9.1 10.1 Each of the Sellers severally covenants with the Buyer that he shall not: (a) at any time during the period of two 5 years beginning with the Completion Date, in any geographic areas in which any business of the Company or any of the Subsidiaries 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 5 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 CompanyCompany or any of the Subsidiaries; or (c) at any time during the period of two 5 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 CompanyCompany or any of the Subsidiaries; or (d) at any time during the period of two 5 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 CompanyCompany or any of the Subsidiaries, 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 CompanyCompany or any of the Subsidiaries; 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) the words "TAS"; or (ii) any trade or service xxxx, business or domain name, design or logo which, at Completion, was or had been used by the CompanyCompany or any of the Subsidiaries; or (iiiii) 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 5 years beginning with the Completion Date, solicit or entice away from the Company or any of the Subsidiaries any supplier to the Company or any of the Subsidiaries who had supplied goods and/or services to the Company or any of the Subsidiaries at any time during the twelve 12 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 CompanyCompany or any of the Subsidiaries. 9.2 10.2 The covenants in clause 9 10 are intended for the benefit of the Buyer, the Company and the Subsidiaries and apply to actions carried out by the Sellers in any capacity and whether directly or indirectly, on the Sellers Sellers’ own behalf, on behalf of any other person or jointly with any other person. 9.3 10.3 Nothing in clause 9 10 prevents the Sellers or any of them from holding for investment purposes only: (a) any units of any authorised unit trust; or (b) not more than 25% of any class of shares or securities of any company traded on a recognised stock exchangethe London Stock Exchange. 9.4 10.4 Each of the covenants in clause 9 10 is a separate undertaking by each Seller in relation to himself and his interests and shall be enforceable by the Buyer separately and independently of its right to enforce any one or more of the other covenants contained in clause 910. Each of the covenants in clause 9 10 is considered fair and reasonable by the parties, but if any restriction is found to be unenforceable, but would be valid if any part of it were deleted or the period or area of application reduced, the restriction shall apply with such modifications as may be necessary to make it valid and enforceable. 9.5 10.5 The consideration for the undertakings contained in clause 9 10 is included in the Purchase Price. 10.6 Notwithstanding the terms of clause 10.1. it is acknowledged that Xxxxxxx Xxxxxxxxx is an employee of AMEC which company itself or through its subsidiaries may be in competition with the Company or its Subsidiaries and accordingly Xxxxxxx Xxxxxxxxx’x continued employment with AMEC shall not constitute a breach by him of the provisions of clause 10.1. 10.7 Xx Xxxx Xxxxxxxxx and Mr Xxxx Xxxxxx hereby agree to amend the provisions of their contracts of employment so that they shall not automatically terminate as set out therein or rollover annually but shall continue indefinitely until terminated by notice, which in addition to the current notice provisions of the contracts shall include 3 months notice by the Company or its Subsidiaries (such notice to be subject to the usual statutory employment rights).

RESTRICTIONS ON SELLERS. 9.1 18.1. Each of the Sellers Seller severally covenants with the Buyer that he shall not: (a) at any time during the period of two 4 years for Mx. Xxxxxx and 18 months for the Key Employees beginning with the Completion Date, in any geographic areas in which any business of the Company was carried on at the Completion Closing Date, carry on or be employed, employed or 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 Closing Date in any geographic areas in which any business of the Company was carried on at the Closing Date; or (b) at any time during the period of two 4 years for Mx. Xxxxxx and 18 months for the Key Employees beginning with the Completion Closing Date, except for the benefit of the Company, deal in competition with the Company with any person who is or has agreed to become at the Completion Closing 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 4 years for Mx. Xxxxxx and 18 months for the Key Employees beginning with the Completion Closing Date, except for the benefit of the Company canvass, solicit or otherwise seek to deal (in competition with the custom of Company) with any person who is a customer of the Company at the Completion Date, Closing Date or who has been was 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 4 years for Mx. Xxxxxx and 18 months for the Key Employees beginning with the Completion Closing Date: (i) offer employment to, enter into a contract for the services of, or attempt to entice away from the Company, Company any individual who is at the time of the offer or attempt, and was at the Completion Closing 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 Completionduring the period of three years beginning with the Closing Date, 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 behalf of any other person or jointly with any other person. 9.3 Nothing in clause 9 prevents the Sellers or any of them from holding for investment purposes only: (a) any units of any authorised unit trust; or (b) not more than 2% of any class of shares or securities of any company traded on a recognised stock exchange. 9.4 Each of the covenants in clause 9 is a separate undertaking by each Seller in relation to himself and his interests and shall be enforceable by the Buyer separately and independently of its right to enforce any one or more of the other covenants contained in clause 9. Each of the covenants in clause 9 is considered fair and reasonable by the parties, but if any restriction is found to be unenforceable, but would be valid if any part of it were deleted or the period or area of application reduced, the restriction shall apply with such modifications as may be necessary to make it valid and enforceable. 9.5 The consideration for the undertakings contained in clause 9 is included in the Purchase Price.

RESTRICTIONS ON SELLERS. 9.1 12.1 Each of the Sellers severally covenants with the Buyer that he shall not: (a) 12.1.1 at any time during the period of two 3 years beginning with the Completion Date, in any geographic areas in which any business of the Company or any of the Subsidiaries 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) 12.1.2 at any time during the period of two 3 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 CompanyCompany or any of the Subsidiaries; or (c) 12.1.3 at any time during the period of two 3 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 CompanyCompany or any of the Subsidiaries; or (d) 12.1.4 at any time during the period of two 3 years beginning with the Completion Date: (i) 12.1.4.1 offer employment to, enter into a contract for the services of, or attempt to entice away from the CompanyCompany or any of the Subsidiaries, 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 CompanyCompany or any of the Subsidiaries; or (ii) 12.1.4.2 procure or facilitate the making of any such offer or attempt by any other person; or (e) 12.1.5 at any time after Completion, use in the course of any business: (i) 12.1.5.1 the words “Clamonta” and/or “Introfocus” ; or 12.1.5.2 any trade or service xxxx, business or domain name, design or logo which, at Completion, was or had been used by the CompanyCompany or any of the Subsidiaries; or (ii) 12.1.5.3 anything which is, in the reasonable opinion of the Buyer, capable of confusion with such words, xxxx, name, design or logo; or (f) 12.1.6 at any time during a period of two 3 years beginning with the Completion Date, solicit or entice away from the Company or any of the Subsidiaries any supplier to the Company or any of the Subsidiaries who had supplied goods and/or services to the Company or any of the Subsidiaries at any time during the twelve 12 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 CompanyCompany or any of the Subsidiaries. 9.2 12.2 The covenants in clause 9 12 are intended for the benefit of the Buyer, the Company and the Subsidiaries and apply to actions carried out by the Sellers in any capacity and whether directly or indirectly, on the Sellers Sellers´ own behalf, on behalf of any other person or jointly with any other person. 9.3 12.3 Nothing in clause 9 12 prevents the Sellers or any of them from holding for investment purposes only: (a) 12.3.1 any units of any authorised unit trust; or (b) 12.3.2 not more than 21% of any class of shares or securities of any company traded on a recognised stock exchangethe London Stock Exchange or the Alternative Investment Market in London. 9.4 12.4 Each of the covenants in clause 9 12 is a separate undertaking by each Seller in relation to himself and his interests and shall be enforceable by the Buyer separately and independently of its right to enforce any one or more of the other covenants contained in clause 912. Each of the covenants in clause 9 12 is considered fair and reasonable by the parties, but if any restriction is found to be unenforceable, but would be valid if any part of it were deleted or the period or area of application reduced, the restriction shall apply with such modifications as may be necessary to make it valid and enforceable. 9.5 12.5 The consideration for the undertakings contained in clause 9 12 is included in the Purchase Price. 12.6 Nothing in clause 12 shall prevent the Sellers or any of them from working for the Company and/or the Subsidiaries and/or the Buyer and/or from holding shares in PBI Solutions Limited but so that the relaxation of the provisions of the covenants in this clause 12 in respect of the holding of shares in PBI Solutions Limited shall not permit the Sellers to do any work (paid or unpaid) for PBI Solutions Limited (other than in respect of winding up the same) in any capacity (including as employee consultant or sub-contractor) or to lend money or provide other financial assistance to that company, whether directly or indirectly.