RESTRICTIONS ON THE VENDOR. (A) The Vendor undertakes, subject to SUB-CLAUSE (B), that it shall not, and shall procure that each other member of the Vendor's Group shall not for as long as it remains such a member, do any of the following things:
(i) for a period of three years after the Completion Date, either alone or jointly with any other person, directly or indirectly carry on, be engaged in or control any business or hold any securities or other participating financial interest (whether in the nature of debt or equity but excluding any interest as a trade creditor arising in the ordinary course of business) in any business which, in any such case, competes with the Diagnostics Business as carried on at Completion in any part of the world in which it is so carried on (a "RESTRICTED BUSINESS");
(ii) for a period of three years after the Completion Date, induce any supplier of the Transferring Business to cease to supply, or to restrict or vary the terms of supply to, the Transferring Business (which shall not preclude any member of the Vendor's Group entering into and/or performing agreements or arrangements on ordinary commercial terms in the ordinary course of business (at the relevant time) of that member where carrying on such business does not amount to a breach of SUB-CLAUSE (A)(i));
(iii) engage any Senior Employee for a period of six months from the Completion Date;
(iv) without prejudice to SUB-CLAUSE (A)(iii) and within two years from the Completion Date, solicit or entice away from or persuade to leave the employment of any member of the Purchaser's Group any Senior Employee other than:-
(a) any Senior Employee who (prior to such solicitation, enticement or persuasion) has given or received notice terminating such employment; or
(b) any Senior Employee who responds (prior to such solicitation, enticement or persuasion) to any public recruitment advertisement (not specifically directed at such Employee) by or on behalf of any member of the Vendor's Group; or
(v) assist any person or attempt to do any of the foregoing things save, in the case of assistance to a third party where the activity of the third party who is so assisted would fall under the provisions of SUB-CLAUSE (A)
(i) were such third party a member of the Vendor's Group, where such assistance comprises any member of the Vendor's Group entering into and/or performing agreements or arrangements on ordinary commercial terms in the ordinary course of business (at the relevant time) of that member and where carr...
RESTRICTIONS ON THE VENDOR. In further consideration of the Purchaser entering into this Agreement, the Vendor covenants with and undertakes to the Purchaser that it will not (and will procure that no member of the Telefonica Group will) without the prior written consent of the Purchaser:
(1) Carry on Business in Competition: at any time during the Restricted Period, carry on or be engaged, employed, concerned or interested in carrying on or assisting in any Competing Business within the Restricted Area, either on its own behalf or in conjunction with or on behalf of any other person;
(2) Brand: at any time from Completion up to the tenth anniversary of Completion, use or allow the use of the O2 Brand (or any similar brand) in the Restricted Area, except pursuant to the Transitional Branding Agreement or where incidental to other marketing or branding by the Telefonica Group, or licensees of the Telefonica Group, targeting markets other than the United Kingdom market; and
(3) Employees: at any time from Completion until the end of the Restricted Period, canvass, solicit, approach or entice away from the Group any officer, employee or consultant (who was in such a position at the date of this Agreement) whether or not that person would commit a breach of his contract of employment or consultancy by reason of leaving service (although any officer or employee will be entitled to respond to a public advertisement of employment without the Vendor being in breach of this clause).
RESTRICTIONS ON THE VENDOR. 18 8. TERMINATION.............................................................20 9. VENDOR'S REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS...................21 10. COMPANY'S REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS..................23 11.
RESTRICTIONS ON THE VENDOR. Pending Completion, the Vendor:
(i) shall exercise its voting rights in MYL so that MYL shall not, and
(ii) shall procure (to the extent it is legally able to do so) that the directors it has nominated to the board of MYL vote such that the MYL Group Companies shall not, (except as may be required to give effect to and comply with this Agreement) without the prior written consent of the Purchaser (such consent not to be unreasonably withheld or delayed):
6.4.1 incur any additional borrowings or incur any other indebtedness otherwise than in the ordinary course of business; or
6.4.2 acquire or agree to acquire or dispose of or agree to dispose of any material asset or material stocks or any assets or stock, involving consideration, expenditure or liabilities in excess of (pound)500,000; or
6.4.3 enter into any guarantee, indemnity or other agreement to secure any obligation of a third party or create any Encumbrance over any of the assets or undertaking of any MYL Group Company; or
6.4.4 create, allot, issue, sell, redeem or repurchase or agree to create, allot, issue, sell, redeem or repurchase any share or other securities of whatsoever nature convertible into shares (or any option to subscribe for the same) or make any pre-payments or voluntary redemptions of any Connect third party loans; or
6.4.5 acquire or agree to acquire any share, shares or other interest in any company, partnership or other venture; or
6.4.6 make any material change to the accounting practices or policies of any MYL Group Company or amend the constitutional documents (other than a change of name of Connect Holdings or Connect) of any MYL Group Company other than pursuant to this Agreement; or
6.4.7 make any loan; or
6.4.8 enter into or amend any contract with a value or potential liability to any MYL Group Company of greater than (pound)50,000; or
6.4.9 fail to file any Tax Returns or pay any Taxes on or before the due date for filing or payment thereof; or
6.4.10 declare, make or pay any dividend or other distribution from MYL to the Vendor other than:
(i) the payment of a distribution by MYL to the Vendor on or around 30 September 2004;
(ii) the monthly payment of directors' fees; and
(iii) the payment of interest on the Loan, for the avoidance of doubt, the Vendor shall only be entitled to procure the making or payment of any dividend or distribution or interest payment pursuant to (i) or (iii) above, if Completion has not taken place on or prior to 30 September 2004.
RESTRICTIONS ON THE VENDOR. Without prejudice to the generality of clause 5.1, the Vendor shall consult with the Purchaser in relation to all material matters concerning the running of the Company between the date of this Agreement and Completion, and the Vendor will permit the Purchaser to consult the Personnel on all matters concerning the operation of the Company between the date of this Agreement and the Completion Date, other than on those matters specifically excluded from clause 5.1.4, will arrange weekly meetings between the Company and the agents of the Purchaser to discuss the business of the Company and its integration into the Purchaser's Associates; and during that period shall procure that the Company shall not without the prior written consent of the Purchaser such consent not to be unreasonably withheld or delayed:
5.2.1 incur or enter into any agreement or commitment involving any capital expenditure in excess of L50,000 per item and L200,000 in aggregate, provided that in relation to the Company's proposed digital business no further capital expenditure will be made or committed to and no further expenses in relation to that business will be incurred or committed to, other than pursuant to existing contracts;
5.2.2 enter into or amend any contract or commitment which is not capable of being terminated without compensation at any time with three (3) months notice or less or which relates to the acquisition or lease of any premises other than up to 6 base station sites or which is not in the ordinary course of business or which involves or may involve total annual expenditure in excess of L200,000;
5.2.3 enter into or amend any Security Interest, contract or commitment relating to any of the Properties or their management or the rents payable therefor other than contracts or commitments which would not have a material adverse effect on the value of the Company or the value of the Properties;
5.2.4 begin any discussions or negotiations or agree to the amendment of the TA Licence or the WT Licence or in any way act contrary to the terms of such Licences;
5.2.5 begin any discussions or negotiations with Taxation authorities;
5.2.6 incur any additional borrowings or incur any other indebtedness;
5.2.7 make any material amendment to the terms and conditions of employment (including, without limitation, remuneration, pension entitlements and other benefits) of any employee, provide or agree to provide any gratuitous payment or loan or benefit to any such person or any of th...
RESTRICTIONS ON THE VENDOR. 7.1 The Vendor hereby undertakes with the Purchaser (with the intent that the obligations set out hereunder shall continue to have full force and effect notwithstanding Completion) that except with the consent in writing of the Purchaser:
(a) for the period of 12 months after Completion it shall not either on its own account or in conjunction with or on behalf of any person, firm or company, carry on or be engaged, concerned or interested directly or indirectly whether as shareholder, director, employee, partner, agent or otherwise in carrying on anywhere in Malaysia a Competing Business (other than as a holder of not more than five per cent (5%) of the issued shares or debentures of any company listed on any recognized stock exchange);
(b) for the period of 12 months after Completion it shall not either on its own account or in conjunction with or on behalf of any other person, firm or company canvass, solicit or entice away or attempt to canvass, solicit or entice away from the Company the custom of any person, firm, company or organization who shall at Completion or any time within 1 year prior to the Completion have been or was a customer, client, identified prospective customer or client, representative, agent or correspondent of the Company or in the habit of dealing with the Company or enter into any contract with or accept any business from any such person, firm, company or organization;
(c) for the period of 24 months after Completion it will not, either on its own account or in conjunction with or on behalf of any other person, firm or company employ, solicit or entice away or attempt to employ, solicit or entice away from the Company any person who is at the date hereof or who shall have been at the date of or within 1 year prior to any purported breach of this Clause 7.1(c) an officer, manager, consultant or employee of the Company whether or not such person would commit a breach of contract by reason of leaving such employment;
(d) it will not at any time hereafter make use of or disclose or divulge to any person (other than to officers or employees of the Company whose province it is to know the same) any Confidential Information and any other information relating to the Company (other than any information properly available to the public or disclosed or divulged pursuant to an order of a court of competent jurisdiction) and and shall use its best endeavours to prevent the publication or disclosure of any such information;
(e) it will not at ...
RESTRICTIONS ON THE VENDOR. The Vendor agrees and undertakes with the Purchaser that for so long as any of the Vendor or their respective Affiliates hold any Redeemable CPS or any ordinary shares in the capital of the Purchaser converted therefrom or is otherwise a substantial shareholder (within the meaning of the Listing Rules) of the Purchaser and for a period of 2 years after it ceases be a substantial shareholder, none of the Vendor, or their respective Affiliates shall, either on their own behalves or as agents and either directly or indirectly:
9.2.1 carry on, be engaged, concerned or interested in or in any way assist in any business similar to or which may compete (either directly or indirectly) with any business carried on by any member the Group at any time and in anywhere in the world (including but not limited to PRC) where any Group Company carries on business during the 12 months preceding the relevant date of cessation;
9.2.2 canvass or solicit or accept orders from or do business with any person with whom the Group has done business during the 12 months preceding the relevant date of cessation, or otherwise induce or endeavour to induce any such person to cease being a customer of the Group; and
9.2.3 at any time after the date of this Agreement do or say anything which may be harmful to the reputation of the Group or which may lead any person to reduce their level of business with the Group or seek to improve their terms of trade with the Group. save that, prior to obtaining the CE Marking of the Specified Product by the Purchaser or the obtaining of the SFDA approval of the Specified Product by Shanghai Xxxx Xxxxx, whatever is the earlier, there will be similar business carried out by MIV Therapeutics, Inc., the Vendor or their respective affiliates.
RESTRICTIONS ON THE VENDOR. Without prejudice to the generality of Clause 5.1, between the date of this Agreement and Completion, the Vendor shall use its reasonable endeavours to procure that each Group Company shall not:
5.2.1 incur or enter into any agreement or commitment not in the ordinary course of business involving any capital expenditure in excess of DM5,000,000 in aggregate;
5.2.2 incur any additional borrowings or incur any other indebtedness otherwise than in the ordinary course of business other than as required under the Financing Arrangements;
5.2.3 make any loans, grant any credit (save in the ordinary course of business) or give any guarantee or indemnity (except as required hereby) to or for the benefit of any person or otherwise voluntarily assume any liability, whether actual or contingent, in respect of any obligation of any other person;
5.2.4 allot, issue, redeem or repurchase any share or loan capital (or option to subscribe for the same) of any Group Company other than as required under the Financing Arrangements;
5.2.5 acquire or agree to acquire or sell or agree to sell any shares or other interest in any company, partnership or other venture; or
5.2.6 declare, make or pay any dividend or other distribution to shareholders other than to any Group Company;
RESTRICTIONS ON THE VENDOR. Without prejudice to the generality of Clause 5.1, the Vendor shall not, between the date of this Agreement and Completion, without the prior written consent of the Purchaser (such consent not to be unreasonably withheld or delayed) and, in each case, exclusively in relation to the Business:
5.2.1 incur or enter into or amend any agreement or commitment involving any capital expenditure in excess of L2,500 per item;
5.2.2 make any material amendment to the terms and conditions of employment of any Relevant Employee (other than minor increases in the ordinary course of business (which shall, for these purposes, include any increases arising out of the negotiations between the Vendor and its recognised Trade Unions which will take effect from 1 January 1998) which the Vendor shall notify to the Purchaser as soon as reasonably possible):
5.2.3 settle or compromise any Liability arising prior to Completion on a basis which results in an obligation on the part of the Purchaser to make any payment or take any other action after Completion.
RESTRICTIONS ON THE VENDOR. 12.1 Subject to Clause 12.2, the Vendor covenants with the Purchaser that (save with the prior written consent of the Purchaser) it will, and shall procure that each member of the Continuing Vendor Group will, (whether directly or indirectly):
12.1.1 not following the Completion Date, save as required by applicable law or regulation:
12.1.1.1 communicate or divulge to any person; or
12.1.1.2 make use or permit the use of any Confidential Information concerning the business, finances or affairs of any member of (i) the Purchaser’s Group or (ii) the Target Group or of any of their respective customers or suppliers (insofar as, and solely to the extent that, such Confidential Information of the Target Group relates to the Restricted Business);
12.1.2 for the period of 24 months following the Completion Date, not anywhere in the world, in competition with any member of the Target Group carry on any business which competes with the Restricted Business;
12.1.3 for the period of 24 months following the Completion Date, not anywhere in the world:
12.1.3.1 solicit business from any Prospective Customer or Customer for the purpose of providing to that Prospective Customer or Customer goods related to the Restricted Business which are the same as or similar to those which any member of the Target Group provided at any time in the six months preceding the Completion Date; or
12.1.3.2 solicit, offer employment to or seek to engage or engage the services of any officer, director, consultant or senior or managerial employee of any member of the Purchaser’s Group or the Target Group at the Completion Date (whether or not such person would commit any breach of his contract of employment or engagement by reason of leaving the service of such company);
12.1.4 following the Completion Date for so long as it is used by or registered in the name of the Purchaser or any member of the Purchaser’s Group:
12.1.4.1 not use; or
12.1.4.2 not apply to register on any public register any trade or business name used by any member (i) of the Purchaser’s Group or (ii) of the Target Group during the period of one year preceding the Completion Date (including in particular but without limitation the names that include either “Del Mar Xxxxxxxx” or “Hertford” (whether alone or in conjunction with other names)) or any name similar to or likely to be confused with those names. The Vendor acknowledges that in the event of a breach by the Vendor of any of its obligations concerning confidentiality...
