Common use of RESTRICTIONS ON SELLERS Clause in Contracts

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 for the benefit of the Buyer and the Company and are given to the Buyer as agent and trustee for the Group 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. 12.3 Nothing in this Clause 12 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 5% of any class of shares or securities of any company traded on any investment exchange; 12.4 Each of the covenants in this Clause 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 this Clause 12. Each of the covenants in this Clause 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. 12.5 The consideration for the undertakings contained in this Clause 12 is included in the Purchase Price.

RESTRICTIONS ON SELLERS. 12.1 7.1 Each of the First Seller and the Second Seller Sellers severally covenants with the Buyer that subject to clause 8.6 he shall not: 12.1.1 (a) at any time during the period of two 6 years beginning with the Completion Date, in any geographic areas in which any business of within the Company was carried on at the Completion Date either alone United Kingdom or in conjunction with or on behalf of any other personIreland, 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 (b) at any time during the period of two 6 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 BusinessCompany; or 12.1.3 (c) 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 Company; or 12.1.4 (d) at any time during the period of two 3 years beginning with the Completion Date: (ai) offer employment to, enter into a contract for the services of, or attempt to entice away from the Company or any of its SubsidiariesCompany, 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 (bii) procure or facilitate the making of any such offer or attempt by any other person; or 12.1.5 (e) at any time after Completion, other than pursuant to his respective Service Agreement, use in the course of any business: (i) the word Neurologic; or (ii) any trade or service mxxx, business or domain name, design or logo which, at Completion, was or had been used by the Company; or (iii) anything which is, in the reasonable opinion of the Buyer, capable of confusion with such words, mxxx, name, design or logo; or (f) at any time during a period of two 3 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 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 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 7.2 The covenants in this Clause 12 clause 7 are intended for the benefit of the Buyer and the Company and are given to the Buyer as agent and trustee for the Group 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. 12.3 7.3 Nothing in this Clause 12 clause 7 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 53% of any class of shares or securities of any company traded on any investment exchange;Stock Exchange. 12.4 7.4 Each of the covenants in this Clause 12 clause 7 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 12clause 7. Each of the covenants in this Clause 12 clause 7 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. 12.5 7.5 The consideration for the undertakings contained in this Clause 12 clause 7 is included in the Purchase PriceConsideration. 7.6 Nothing in this Agreement shall prevent the Sellers or either of them from continuing to be involved and interested in any capacity (including without limitation as employee, director, shareholder or consultant) in or with the business carried on from time to time by UKM after completion (which will specifically include the sale of UKM of Radneuro products consisting of embolisation particles, detachable occlusion balloons and delivery catheters, surgical adhesive, and rotating haemostatic valves (also known as “Y Connectors”).

RESTRICTIONS ON SELLERS. 12.1 Each of the First Seller and the Second Seller 14.1 The Sellers severally covenants covenant(s) with the Buyer and the Company that he they shall not:, in each case other than in their capacity as an officer, consultant, or employee of the Company (as applicable) (or any member of its Group); 12.1.1 (a) at any time during the period of two three years beginning with the Completion Date, in any geographic areas in which any business of the Company was carried on at EU, North America, the Completion Date either alone or in conjunction with or on behalf of any other person, Middle East and Africa 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 (b) 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 three years beginning with the Completion Date: (ai) offer employment to, enter into a contract for the services of, or attempt to entice away from the Company or any of its SubsidiariesCompany, any individual who is at the time of the offer or attempt, and was at the Completion Date, a director, officer employed or employee holding directly or indirectly engaged in an executive or managerial position with the Company; or (bii) procure or facilitate the making of any such offer or attempt by any other person; or 12.1.5 (c) at any time after Completion, use in the course of any business: (i) the words “Commagility” or “MimoOn”; or (ii) any trade or service xxxx, business or domain name, design or logo which, at Completion, was or had been used by the Company; or (iii) anything which is reasonably likely to be confused with such words, xxxx, name, design or logo; (d) at any time during a period of two three years beginning with the Completion Date, solicit or entice away from the Company any customer of the Company who purchased services or goods or was provided a license from the Company at any time during the twelve months immediately preceding the Completion Date; or (e) at any time during a period of three years beginning with the Completion Date, sell or provide any goods or services competing with or similar to the goods or services provided by the Business to any customer of the Company who purchased services or goods or was provided a license from the Company at any time during the twelve months immediately preceding the Completion Date; or (f) at any time during a period of three 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; or 12.1.6 (g) at any time during a period of two years beginning with after the Completion Date, do deliberately disparage in any way, or say deliberately communicate anything harmful intended to damage the goodwill of reputation of, the Business, 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 any of the Groupits products or services, its shareholders, Directors or employees. 12.2 14.2 The covenants in this Clause 12 clause 14 are intended for the benefit of the Buyer and the Company and are given to the Buyer as agent and trustee for the Group and apply to actions carried out by the Sellers in any capacity and whether directly or indirectly, on the Sellers’ their own behalf, on behalf of any other person or jointly with any other person. 12.3 14.3 Nothing in this Clause 12 clause 14 prevents the Sellers or any of them a Seller from holding for investment purposes only: (a) any units of any authorised unit trust; or (b) not more than 5% of any class of shares or securities of any company traded on any an investment exchange;exchange recognised by the Financial Conduct Authority under Part XVIII of the FSMA, such that a recognition order is in force in respect of it; or 12.4 (c) the Consideration Shares. 14.4 Each of the covenants in this Clause 12 clause 14 is a separate undertaking by each Seller the Sellers 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 12clause 14. Each of the covenants in this Clause 12 clause 14 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. 12.5 14.5 The consideration for the undertakings contained in this Clause 12 clause 14 is included in the Purchase Price.

RESTRICTIONS ON SELLERS. 12.1 13.1 Each of the First Seller and the Second Seller Sellers severally covenants with the Buyer and the Company that he shall not, other than in his capacity as an officer or employee of the Company (as applicable),: 12.1.1 (a) at any time during the period of two 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 either alone or in conjunction with or on behalf of any other personDate, 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 (b) at any time during the period of two three 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 for the Businesspurpose of offering them goods or services which are competitive with those of the Company or the Buyer at the Completion Date; or 12.1.3 (c) at any time during the period of two 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 CompanyCompany for the purpose of offering them goods or services which are competitive with those of the Company or the Buyer at the Completion Date ; or 12.1.4 (d) at any time during the period of two three years beginning with the Completion Date: (ai) offer employment to, enter into a contract for the services of, or attempt to entice away from the Company or any of its SubsidiariesCompany, any individual who is at the time of the offer or attempt, and was at the Completion Date, a director, officer employed or employee holding directly or indirectly engaged in an executive or managerial position with the Company; or (bii) procure or facilitate the making of any such offer or attempt by any other person; or 12.1.5 (e) at any time after Completion, use in the course of any business: (i) the words "Gas Arc" or "Gas-Arc"; or (ii) any trade or service xxxx, business or domain name, design or logo which, at Completion, was or had been used by the Company other than those belonging to third parties (as referred to in Schedule 8); or (iii) 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 three 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; 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 13.2 The covenants in this Clause 12 clause 13 are intended for the benefit of the Buyer and the Company and are given to the Buyer as agent and trustee for the Group 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. 12.3 13.3 The covenants in clause 13.1(a), (b) and (c) shall not apply to a Seller (which for the purposes of this clause 13.3 shall not include Xxxxxx Xxxxxxx or Xxxxxx Xxxxxxx) who is employed by the Company immediately following the Completion Date but whose employment with the Company is fairly terminated by the Company other than for misconduct or for failure to perform his duties to the Company. 13.4 Nothing in this Clause 12 clause 13 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 53% of any class of shares or securities of any company traded on any an investment exchange;exchange recognised by the Financial Services Authority under Part XVIII of the FSMA, such that a recognition order is in force in respect of it. 12.4 13.5 Each of the covenants in this Clause 12 clause 13 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 12clause 13. Each of the covenants in this Clause 12 clause 13 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. 12.5 13.6 The consideration for the undertakings contained in this Clause 12 clause 13 is included in the Purchase Price.

RESTRICTIONS ON SELLERS. 12.1 11.1 Each of the First Seller and the Second Seller Sellers severally covenants with the Buyer that he shall not: 12.1.1 (a) at any time during the period of two 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 either alone or in conjunction with or on behalf of any other personUnited Kingdom, 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 DateDate (a "Restricted Activity") save that nothing in this clause 11.1(a) shall prevent any of the Sellers from holding for investment purposes only not more than three per cent of any class of the issued share or loan capital of any company quoted on a recognised investment exchange (as defined in the Financial Services and Markets Act 2000); or 12.1.2 (b) at any time during the period of two three years beginning with the Completion Date, in the context of any Restricted Activity 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 BusinessTarget Group; or 12.1.3 (c) at any time during the period of two three years beginning with the Completion DateDate in the context of any Restricted Activity, 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 CompanyTarget Group; or 12.1.4 (d) at any time during the period of two three years beginning with the Completion Date: (ai) offer employment to, enter into a contract for the services of, or attempt to entice away from the Company or any of its SubsidiariesTarget Group, any individual who is at the time of the offer or attempt, and was at the Completion Date, a director, officer employed or employee holding directly or indirectly engaged in an executive or managerial position with the CompanyTarget Group; or (bii) procure or facilitate the making of any such offer or attempt by any other person; or 12.1.5 (e) at any time after Completion, use in the course of any business: (i) the words EBC or EXECUTIVE BUSINESS CHANNEL; or (ii) any trade or service mxxx, business or domain name, design or logo which, at Completion, was or had been used by the Target Group; or (iii) anything which is, in the reasonable opinion of the Buyer, capable of confusion with such words, mxxx, name, design or logo; or (f) at any time during a period of two three years beginning with the Completion DateDate in the context of any Restricted Activity, solicit or entice away from the Company Target Group any supplier to the Company Target Group who had supplied goods and/or services to the Company Target Group 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 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 Target Group. 12.2 11.2 The covenants in this Clause 12 clause 11 are intended for the benefit of the Buyer and the Company and are given to the Buyer as agent and trustee for the Target Group 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. 12.3 Nothing in this Clause 12 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 5% of any class of shares or securities of any company traded on any investment exchange; 12.4 11.3 Each of the covenants in this Clause 12 clause 11 is a separate undertaking by each Seller in relation to himself and his interests and shall be enforceable by the Buyer and the Target Group separately and independently of its right to enforce any one or more of the other covenants contained in this Clause 12clause 11. Each of the covenants in this Clause 12 clause 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. 12.5 11.4 The consideration for the undertakings contained in this Clause 12 clause 11 is included in the Purchase Price.