RESTRICTIONS ON THE SELLERS. 11.1 In this clause, the following words and expressions shall have the following meanings:
RESTRICTIONS ON THE SELLERS. 8.1 The provisions of this Clause 8 are made with the intention of assuring to the Buyer and each of its Group Companies following Completion the full benefit and value of the goodwill, confidential information and connections of the Company and the Subsidiaries and as a constituent part of the agreement for the sale of the Shares. Accordingly each of the Sellers agrees that the restrictions contained in this Clause 8 are reasonable and necessary for the protection of the legitimate interests of the Buyer and that the restrictions do not work harshly on him or her.
8.2 Each of the Sellers covenants with the Buyer and each of its Group Companies following the Completion Date that for the period of three years following the Completion Date, save with the prior written consent of the Buyer, he or she will not directly or indirectly on his own behalf or on behalf of any other person:
8.2.1 in competition with the Company or any of the Subsidiaries deal with, seek employment or engagement with, or be employed or engaged by or be a director or consultant to, work on any account of, or be in any way interested in or connected with any business which competes with any business carried on by the Company or any of the Subsidiaries at Completion in which that Seller has at any time during the period of 12 months ending on the Completion Date been involved for the purpose of providing services the same as or similar to those he provided to the Company or any of the Subsidiaries, provided always that this Clause shall not prevent a Seller from carrying on the Permitted Business or being interested as a holder or beneficial owner solely for investment purposes of less than three per cent of any securities of any company whose securities are listed or quoted on any recognised investment exchange in Ireland, Israel, the United Kingdom or the United States;
8.2.2 deal with, seek employment or engagement with, be employed or engaged by, engage in business with or work on any account or business of any customer of the Company or any of the Subsidiaries for the purpose of providing that customer with services which are the same as or similar to any services which he was involved in providing to that customer at any time in the 12 months preceding the Completion Date, provided always that this Clause shall not prevent a Seller from carrying on the Permitted Business;
8.2.3 solicit business from any customer of the Company or any of the Subsidiaries for the purpose of providing...
RESTRICTIONS ON THE SELLERS. 10.1 Each of the Sellers severally covenants with the Buyer that it shall not:
10.1.1 for a period of three years after the Completion Date beginning with the Completion Date, in any geographic areas in which any business of the Company is or 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
10.1.2 for a period of three years after the Completion Date 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
10.1.3 for a period of three years after the Completion Date 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
10.1.4 for a period of three years after the Completion Date beginning with the Completion Date:
10.1.4.1 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; and
10.1.4.2 procure or facilitate the making of any such offer or attempt by any other person.
10.1.5 at any time after the Completion Date, use in the course of any business:
10.1.5.1 the words “ML Oils”; or
10.1.5.2 any trade or service xxxx, business or domain name, design or logo which had been used by the Company at any time before the Completion Date; or
10.1.5.3 anything which, in the reasonable opinion of the Buyer, is capable of confusion with such words, xxxx, name, design or logo.
10.1.6 for a period of three years after the Completion Date, solicit or entice away from the Company any supplier who had supplied goods and/or services to the Company at any time during the period of 12 months up to and including Completion Date, if that solicitation or enticement causes or is likely to cause such supplier to cease supplying, or would materially reduce its supply of, those goods and/or services to the Company.
10.2 Nothing in this clause 10 prevents the Sellers from holding for investment purposes only:
10.2....
RESTRICTIONS ON THE SELLERS. 11.1 The Warrantor undertakes to the Buyer that he or she shall not do any of the following in any capacity, whether on his own behalf, or on behalf of, or jointly with, any other person:
11.1.1 at any time during the period of 2 years from Completion (the Restricted Period) carry on, be concerned or assist in any way, a business which is or would be in competition with the Business as it was carried on at Completion; or
11.1.2 at any time during the Restricted Period, canvass, solicit or otherwise seek or accept the custom of any person who has been a client or customer of the Company at any time during the period of twelve months prior to Completion; or
11.1.3 at any time during the Restricted Period employ or engage, or offer to employ or engage, or solicit or otherwise entice or attempt to entice away from the Company, any person who is employed or engaged by the Company; or
11.1.4 at any time after Completion, use in the course of any business any trade or service mxxx, business or domain name, design or logo which, at Completion, was or had been used by the Company, or anything which is, in the reasonable opinion of the Buyer, capable of confusion with such words, mxxx, name, design or logo.
11.2 The covenants in clause 11.1 are intended for the benefit of, and shall be enforceable by, each of the Buyer and the Company and apply to actions carried out by the Warrantor in any capacity (including as shareholder, partner, director, principal, consultant, officer, employee, agent or otherwise) and whether directly or indirectly, on the Warrantor’s own behalf or on behalf of, or jointly with, any other person.
11.3 Nothing in clause 11.1 shall prevent the Warrantor from:
11.3.1 holding for investment purposes only:
11.3.1.1 units of any authorised unit trust; or
11.3.1.2 not more than 3% of any class of shares or securities of any company traded on a recognised investment exchange (within the meaning of FSMA); or
11.3.2 from providing handover or consultancy services to the Buyer and/or the Company following Completion.
11.4 Each undertaking in clause 11.1 is a separate undertaking of the Warrantor and shall be enforceable separately and independently by the Buyer. Each such undertaking is considered fair and reasonable by the parties in order to assure the Buyer the full benefit of the Business and goodwill of the Company. 12 Seller’s Protections
12.1 Provided that the Purchase Price shall not exceed £389,299.50, any increase in the Recurring Income whic...
RESTRICTIONS ON THE SELLERS. Without prejudice to the generality of Clause 5.1, each Seller shall, between the date of this Agreement and Completion, use all reasonable endeavours to procure, that each Group Company shall not, except to the extent expressly set forth in this Agreement to give effect to, and to comply with, this Agreement or any other agreement to which both the Company and the Purchaser is a party, without the prior written consent of the Purchaser such consent not to be unreasonably withheld or delayed, directly or indirectly:
5.2.1 incur or enter into any agreement or commitment involving any capital expenditure in excess of L250,000 singly or together with other capital expenditures exclusive of VAT, except as otherwise set out in the Disclosure Letter;
5.2.2 save as permitted under Clause 5.2.1, enter into or amend any contract not in the ordinary and usual course of business and which either: (i) is not capable of being terminated by the Group Companies in their sole discretion at any time with twelve months' notice or less without compensation, penalty or premium; or (ii) involves total expenditure in excess of L150,000, taken together with all other contracts so entered into or amended;
5.2.3 permit or cause any Leakage except Permitted Deductions which shall be repaid to the Company on Completion pursuant to Clause 3.1.8(i);
5.2.4 in relation to any Property:
(i) apply for any planning permission;
(ii) effect any change of use of such Property;
(iii) except as disclosed in the Disclosure Letter, terminate or serve any notice to terminate, surrender or accept any surrender of or waive the terms of any lease, tenancy or licence;
(iv) agree any new rent or fee payable under any lease, tenancy or licence, provided that no such consent shall be required in respect of any increase in rent payable in respect of any Property pursuant to a rent review in accordance with the terms of the existing lease or licence with any unconnected third party;
(v) enter into or vary any agreement, lease, tenancy, licence or other commitment; or
(vi) sell, convey, transfer, assign or charge any Property or grant any rights or easements over any Property or enter into any covenants affecting any Property or agree to do any of the foregoing;
5.2.5 (i) incur any borrowings or any other indebtedness or request the issue of any letter of credit in the aggregate in excess of L100,000 all of which shall be prepayable at any time without penalty or premium; (ii) prepay any indebtedness prior ...
RESTRICTIONS ON THE SELLERS. 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 12 months immediately preceding the Completion Date, in discussions with the Company with a view to becoming a client or customer of the Company. "Restricted Business"; any business that is or would be in competition with any part of the Business as it is being carried on at the Completion Date.
RESTRICTIONS ON THE SELLERS. 11.1 The Institutional Seller undertakes to the Purchaser that it shall not, shall procure that no member of the Institutional Seller’s Group that is not a Portfolio Company shall, and shall not procure or encourage any member of the Institutional Seller’s Group that is a Portfolio Company to, either alone or in conjunction with or on behalf of any other person:
(a) during the period of 12 months following Completion, solicit or entice away from the employment of any Group Company, or offer employment to or employ or offer to enter into any contract for services with, any Senior Employee, or induce any such employee to terminate his employment with any Group Company;
(b) disclose to any other person, or use in any way that may be detrimental to the business of any Group Company, any Confidential Information relating to the Group;
(c) do or say anything which is reasonably likely or intended to damage the goodwill or reputation of any Group Company or of any business carried on by any Group Company;
(d) use any trade or business name or distinctive xxxx, style or logo used by or in the business of any Company or anything intended or likely to be confused with it; or
(e) knowingly assist any other person to do any of the foregoing things.
11.2 Each Management Seller undertakes to the Purchaser that it shall not, either alone or in conjunction with or on behalf of any other person:
(a) during the period of 12 months following Completion, solicit or entice away from the employment of any Group Company, or offer employment to or employ or offer to enter into any contract for services with, any Senior Employee, or induce any such employee to terminate his employment with any Group Company. For the avoidance of doubt, nothing in the foregoing shall preclude the dismissal of any Senior Employee carried out in the proper performance of the relevant Management Seller’s duties as an employee of the Group;
(b) disclose to any other person, or use in any way that may be detrimental to the business of any Group Company, any Confidential Information relating to the Group;
(c) do or say anything which is reasonably likely or intended to damage the goodwill or reputation of any Group Company or of any business carried on by any Group Company;
(d) use any trade or business name or distinctive xxxx, style or logo used by or in the business of any Company or anything intended or likely to be confused with it; or
(e) knowingly assist any other person to do any of the foregoing...
RESTRICTIONS ON THE SELLERS. 11.1 The Sellers undertake that they will not and undertake to procure that no Sellers' Group Companies from time to time will:
11.1.1 during the Restricted Period, be concerned in any business carrying on business which is competitive or likely to be competitive with any of the businesses carried on by the Companies at the Date of this Agreement; or
11.1.2 during the Restricted Period, induce or attempt to induce any supplier of the Companies to cease to supply, or to restrict or vary the terms of supply, to the Companies; or
11.1.3 during the Restricted Period, induce or attempt to induce any key Employee of the Companies to leave the employment or a similar position of the Companies; or
11.1.4 during the Restricted Period, do anything with the intent of harming the reputation of the Companies; or
RESTRICTIONS ON THE SELLERS. 12.1 Each Seller undertakes with the Purchaser and the Target Companies that it shall not, and it shall procure that each of its Affiliates will not, in any Relevant Capacity directly or indirectly during the Restricted Period:
(a) solicit or seek to solicit or entice away any person who is at Closing and/or who has within the year prior to the Closing Date been a customer of any Target Company; or
(b) induce or seek to induce any Management Warrantor to become employed whether as employee, consultant or otherwise by the Seller or any Affiliate of the Seller or employ or engage any Management Warrantor (other than a Management Warrantor who is no longer employed by a Target Company). The placing of an advertisement of a post available to the public generally and the hiring of a person who responds to such an advertisement or the recruitment of a person through an employment agency that has not been the subject of a targeted recruitment effort shall not constitute a breach of this clause 12.
12.2 Each Seller agrees that the restrictions contained in this clause 12 are no greater than is reasonable and necessary for the protection of the interests of the Purchaser and the Target Companies but, if any such restriction shall be held to be void but would be valid if deleted in part or reduced in application, then such restriction shall apply with such deletion or modification as may be necessary to make it valid and enforceable.
12.3 The following terms shall have the following meanings respectively in this clause 12:
RESTRICTIONS ON THE SELLERS. 12.1. Except for the Sellers who are Employees (for which similar provisions will be set forth in their respective employment contract), each Seller other than the Selling Funds undertakes with each of the Purchaser and the Company that after Completion such Seller and their Affiliates (together the "Restricted Persons") will not either directly or by an agent and either on such Restricted Person's own account or by or in association with or for the benefit of any other person directly or indirectly:
(a) for the two (2) year period after Completion:
(i) take up or hold or seek to take up or hold any office in or with any business which is engaged in the Business within the Prohibited Area;
(ii) take up or hold any post or position which enables a Restricted Person to exercise whether directly or by an agent and whether on the Restricted Person's own account or in association with or for the benefit of any other person a controlling influence over any business which is engaged in the Business within the Prohibited Area; or
(iii) take up or hold any employment, engagement or consultancy with any person which is engaged in the Business within the Prohibited Area,
(iv) which results or would result in a Restricted Person being engaged in business activities which are in competition with the Business;
(b) for the two (2) year period after Completion and within the Prohibited Area, either directly or by an agent and either on a Restricted Person's own account or by or in association with any other person or otherwise, directly or indirectly engage or seek to engage in any capacity in the Business except that a Restricted Person may hold as an investment not more than five (5%) of the issued share capital of a company listed or quoted on a market operated by a recognised investment exchange;
(c) for the two (2) year period after Completion and within the Prohibited Area, provide or deliver to any customer any goods or services competing with those provided by the Company in the course of the Business;
(d) for the two (2) year period after Completion and within the Prohibited Area canvass, solicit, approach or seek out or cause to be canvassed, solicited, approached or sought out or by any other means endeavour to entice away from any Group Company any person for orders in respect of any goods or services supplied by any Group Company in the course of the Business and who has transacted with any Group Company as a Customer in relation to the Business;
(e) for the ...
