Restrictions on the Seller. 11.1 In this clause, the following words and expressions shall have the following meanings: Prospective Customer: a person who is at Completion, or who has been at any time during the period of 6 months immediately preceding the Completion Date, in discussions with the Company with a view to becoming a client or customer of the Company.
Restrictions on the Seller. Without prejudice to the generality of Clause 5.1, except as may be expressly provided or contemplated in this Agreement or with the prior written consent of the Buyer (which consent shall not be unreasonably withheld), the Seller shall not between the date of this Agreement and Closing with respect to the Business or the Purchased Assets:
5.2.1 incur or enter into any agreement or commitment involving any capital expenditure in excess of US$25,000;
5.2.2 enter into or amend any contract or commitment in respect of the Business: (i) which is not capable of being terminated without compensation at any time with one months’ notice or less; or (ii) which is not in the ordinary and usual course of business and on arms’ length terms or (iii) which involves or may involve total revenue or total expenditure in excess of US$25,000;
5.2.3 enter into any leasing, hire purchase or other agreement or arrangement for payment on deferred terms otherwise than in the ordinary course of business;
5.2.4 incur any indebtedness otherwise than in the ordinary and usual course of business;
5.2.5 save as required by law, make any amendment to the terms and conditions of employment or engagement (including, without limitation, remuneration, pension entitlements and other benefits) of any employee, consultants or interns employed by the Seller under the Business, provide or agree to provide any gratuitous payment or benefit to any such person or any of their dependants, or dismiss or terminate (except with good cause) the employment of any employee or engage or appoint any additional employee for the Business;
5.2.6 acquire or agree to acquire or sell, transfer, lease, assign or dispose any Purchased Assets or agree to sell, transfer, lease, assign or dispose of any Purchased Assets or enter into or amend any material contract or arrangement in respect of the Purchased Assets;
5.2.7 sell, convey, lease, assign or otherwise transfer or dispose of any interest in any amounts receivable except in the ordinary course of business;
5.2.8 delay making payment to any trade creditors of the Business generally beyond the date on which payment of the relevant trade debt should be paid in accordance with credit periods authorised by the relevant creditors (or (if different) the period extended prior to the date of this Agreement by creditors in which to make payment);
5.2.9 amend, to any material extent, any of the terms on which goods, facilities or services are supplied, such supplies being...
Restrictions on the Seller. 9.1 The Seller covenants with the Buyer that it shall not at any time during the period of 3 years beginning with the Completion Date, in the United Kingdom, carry on or be employed, engaged or interested in any business which would be in competition with any part of the Copier Business carried on at the Completion Date by the Company
9.2 The covenants in this clause 9 are intended for the benefit of the Buyer and the Company and apply to actions carried out by the Seller in any capacity and whether directly or indirectly, on the Seller’s own behalf, on behalf of any other person or jointly with any other person
9.3 Nothing in this clause 9 prevents the Seller from holding for investment purposes only:
9.3.1 any units of any authorised unit trust; or
9.3.2 not more than 5% of any class of shares or securities of any company traded on any internationally recognized stock exchange
9.4 Each of the covenants in this clause 9 is a separate undertaking by the Seller 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 9.
Restrictions on the Seller. In order to confer upon the Buyer the full benefit of the business and goodwill of the Group, the Seller undertakes to the Buyer and each member of the Buyer’s Group that it shall not and shall procure that no member of the Seller’s Group under the control, directly or indirectly, of Xxxx Capital Investors, LLC shall at any time during the period of two years beginning with the Completion Date, offer employment to, enter into a contract for the services of or attempt to entice away from any of the Group Companies any Key Employee (except, in each case, a person who responds to a general public advertisement or recruiting campaign that is not targeted to such Key Employee specifically or to employees of the Group generally) or procure or facilitate the making of any such attempt by any other person.
Restrictions on the Seller. 11.1 The Seller shall not, and shall procure that each other member of the Seller's Group shall not, at any time during the period of 3 years beginning with the Closing Date, in any geographic areas in which any business of the Company or any of its Subsidiaries was carried on at the Closing Date (which the parties agree is the continent of 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 Closing Date.
11.2 The Seller shall not, and shall procure that each other member of the Seller's Group shall not, at any time during the period of 3 years beginning with the Closing Date, deal with any person who is at the 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 any of its Subsidiaries,
11.3 The Seller shall not, and shall procure that each other member of the Seller's Group shall not, at any time during the period of 3 years beginning with the Closing Date, canvass, solicit or otherwise seek the custom of any person who is at the Closing Date, or who has been at any time during the period of 12 months immediately preceding that date, a client or customer or the Company or any of its Subsidiaries.
11.4 The Seller shall not, and shall procure that each other member of the Seller's Group shall not, at any time during the period of 3 years beginning with the Closing 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 Closing Date, employed or directly engaged in an executive or managerial position with the Company or any of its Subsidiaries; or
(b) procure or facilitate the making of any such offer or attempt by any other person.
11.5 Unless otherwise required by law, the Seller shall not, and shall procure that each other member of the Seller's Group shall not, at any time after Closing, use in the course of any business within the continent of Africa:
(a) the words "Lenco Mobile";
(b) any trade or service xxxx, business or domain name, design or logo which, at Closing, was or had been used by the Company or any of its Subsidiaries; or
(c) anything which is, in the reasonable opinion of the Buyers, capable of confusion with such words, xxxx, name, design or logo.
11.6 The Seller shall no...
Restrictions on the Seller. The Seller undertakes that it shall not, and shall procure that each other member of the Seller's Group shall not for as long as it remains such a member, save for any Seconded Employees, within two years from the Completion Date, solicit or entice away from the employment of any member of the Purchaser's Group any Senior Employee without the prior written consent of the Purchaser, other than:
(i) any Senior Employee whose employment with the relevant member of the Purchaser's Group has then ceased or who has given or received notice terminating such employment; and
(ii) any Senior Employee who responds to any public recruitment advertisement placed by or on behalf of any member of the Seller's Group, and shall not intentionally assist any person to do any of the foregoing things.
Restrictions on the Seller. L 1RESTRICTIONS ON THE SELLER
Restrictions on the Seller. 9.1 The Seller covenants with the Buyer that it shall not :
9.1.1 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 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 any business carried on at the Completion Date by the Company; or
9.1.2 at any time during the period of three years beginning with the Completion Date, canvass, solicit or otherwise seek to sell any products to a client or customer of the Company which would be in competition with any part of the business carried on at the Completion Date by the Company;
9.1.3 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 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
9.1.4 at any time after Completion, use in the course of any business other than in its disclosure documents required by law:
a. the words “Telecom FM”; 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 and which is set forth on Schedule 6 attached hereto.
9.1.5 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.
9.2 The covenants in this clause 9 are intended for the benefit of the Buyer, the Company and apply to actions carried out by the Seller or any of the Subsidiaries in any capacity, on the Seller’s or any of its Subsidiaries’ own behalf, on behalf of any other person or jointly with any other person.
9.3 Nothing in this clause 9 prevents the Seller or any of its Subsidiaries from holding for investment purposes only not more than 3% of any class of shares or securities of any comp...
Restrictions on the Seller. 11.1 In this Clause, the following words and expressions shall have the following meanings:
Restrictions on the Seller. 7.1 The Seller and Danone Asia shall not, and shall procure that each other member of the Danone Group shall not, at any time during the period of twelve (12) months beginning on the Closing Date:
(a) offer employment to, enter into a contract for the services of, or attempt to entice away from the JV Entities or any of their subsidiaries, any individual who is at the time of the offer or attempt employed by any of the JV Entities or any of their subsidiaries and who holds a position at or above manager grade (a “Relevant Employee”); or
(b) procure or facilitate the making of any such offer or attempt by any other Person, provided that this restriction does not apply to (i) a Person who has not been a Relevant Employee of any of the JV Entities or any of their subsidiaries for at least one hundred and eighty (180) days or who has been terminated by any of the JV Entities or any of their subsidiaries; and (ii) a recruitment offer made in response to a bona fide employment advertisement placed in the public domain that is not specifically directed at any of the officers or employees in the employment of any of the JV Entities or any of their subsidiaries.
