RESTRICTIONS ON THE VENDORS. 12.1 In order to confer upon the Purchaser the full benefit of the business and goodwill of the Group, each of the Vendors undertakes to the Purchaser and each member of the Purchaser Group that such Vendor shall not, and shall procure that no member of the Vendor Group shall,
(a) at any time during the period of four years beginning with the Completion Date, anywhere in the Restricted Territory, carry on or be employed, engaged or interested in any Restricted Business;
(b) 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 individual who is at that time, and was at the Completion Date, employed or directly engaged in an executive or managerial position with any of the Group Companies (except a person who responds, without any form of approach or solicitation by or on behalf of any Vendor or any member of the Vendor Group, to a general public advertisement made in the ordinary course of business) or procure or facilitate the making of any such attempt by any other person;
(c) at any time during the period of three years beginning with the Completion Date, solicit or entice away from any of the Group Companies any supplier who had supplied goods and/or services to any of the Group Companies at any time during the 12 months immediately prior to Completion if that solicitation or enticement causes or could cause such supplier to cease supplying, or materially reduce its supply of, those goods and/or service to any of the Group Companies; or
(d) at any time after Completion, use in the course of any business:
(i) as a name or trademark, the name or trademark “Xxxxx XxXxxxxx”; or
(ii) as a trademark or service xxxx, business or domain name, design or logo (an “Identity”) any other Identity which, at Completion, was in use by any of the Group Companies, or in each case, any name or trade xxxx which is confusingly similar to the above.
12.2 The undertakings in this Clause 12 are intended for the benefit of the Purchaser and each Group Company and apply to actions carried out by either of the Vendors or any member of the Vendor Group in any capacity whatsoever and whether directly or indirectly, on the Vendors’ own behalf, on behalf of any other person or jointly with any other person.
12.3 Nothing in this Clause 12 shall restrict the Vendors from holding, in aggregate, less than 5% of any class of shares or deb...
RESTRICTIONS ON THE VENDORS. 9.1 In this Clause:
RESTRICTIONS ON THE VENDORS. 9.1 Restrictions In consideration of the amounts payable to each Vendor referred to in Clause 9.2, the Vendors further jointly and severally undertake with the Guarantor and its successors in title as trustee for itself and the Group Companies that each Vendor will not in any Relevant Capacity during the Restricted Period:
9.1.1 directly or indirectly carry on any business (whether carried on under the name "Viners" or any name likely to be confused therewith) which is of the same or similar type to the business of the importation and wholesaling of glassware, tableware and cutlery (meaning flatware and kitchen knives) (the "Restricted Products") and which is in competition with the business of any Group Company as now carried on nor be concerned or interested in any such business save through the holding or being interested in not more than 3 per cent of the outstanding share capital of a company the shares of which are listed on any recognised stock exchange;
9.1.2 in competition with the business of the Guarantor and/or any Group Company as now carried on enter into any licence agreement with Royal Doulton (UK) Limited or Wedgewood of the same or similar type (and for the same products) to the agreements entered into by the Company with each of Royal Doulton (UK) Limited on 21 December, 1995 (the "RD Agreement") and Wedgwood on 2nd June 1999 (the "Wedgwood Agreement");
9.1.3 in relation to the Restricted Products and in competition with the business of any Group Company as now carried on canvass or solicit the custom of any person, firm or company who has within two years prior to Completion been a regular customer of any Group Company; or
9.1.4 save in the case of Xxxxx Xxxxxxxx, induce or seek to induce any employee of the Guarantor and/or any Affected Employee to become employed whether as employee, consultant or otherwise by any of the Vendors whether or not such employee of the Purchaser and/or any Affected Employee would thereby commit any breach of his contract of service, unless the Guarantor has given its prior consent in writing.
RESTRICTIONS ON THE VENDORS. 9.1 In this clause: "be engaged or concerned or interested or participate in or carry on ------------------------------------------------------------------- any business which is the same as similar to or in competition with ------------------------------------------------------------------- the Business" specifically includes a reference to franchising the ------------ Business;
RESTRICTIONS ON THE VENDORS. The Vendors shall not be entitled to require during the Earn Out Period that the Company and its Subsidiaries shall:-
6.2.1 change the nature, scope or manner of conducting any of its businesses from those carried on by the Group at the date of this agreement or subsequently approved by the Purchaser;
6.2.2 pay any salary or other remuneration to directors of the Group or other senior executives in excess of that provided for in their respective service agreements or otherwise amend the service agreements of any such persons or pay any bonus to employees of the Group save where otherwise provided for in the Business Plan or engage or dismiss any such persons without the approval of the Purchaser;
6.2.3 commence or threaten any material litigation or arbitration proceedings;
6.2.4 enter into any material contract or arrangement outside the ordinary course of business or of a long term nature or enter into any guarantee or indemnity for the obligations of any third party; and
6.2.5 make any acquisition or disposal, (including the leasing, mortgaging, charging or pledging of any assets of the Group) except where provided for in the Business Plan.
RESTRICTIONS ON THE VENDORS. Without prejudice to the generality of Clause 5.1, the Vendors shall collaborate fully with the Purchaser in relation to all material matters concerning the running of the Group between the date of this Agreement and Completion and during that period shall procure that each Group Company 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 agreement not to be unreasonably withheld or delayed:
5.2.1 enter into any agreement or incur any commitment involving any capital expenditure in excess of(pound)15,000 per item and(pound)50,000 in aggregate, in each case exclusive of VAT;
5.2.2 enter into or amend any contract or incur any commitment which is not capable of being terminated without compensation at any time with three months' notice or less or which is not in the ordinary and usual course of business or which involves or may involve total annual expenditure in excess of (pound)15,000, in each case exclusive of VAT;
5.2.3 terminate the employment of any Senior Employee (whether with or without notice) without the prior written consent of the Purchaser;
5.2.4 in relation to any Property:
(i) apply for any planning permission or implement any planning permission already obtained but not implemented;
(ii) carry out any material structural alteration or addition to, or materially effect any change of use of, such Property;
(iii) terminate or serve any notice to terminate, surrender or accept any surrender of or waive the terms of any lease, tenancy or licence which is material in the context of the relevant Group Company;
(iv) agree any new rent or fee payable under any lease, tenancy or licence which is material in the context of the relevant Group Company;
(v) enter into or vary any agreement, lease, tenancy, licence or other commitment which is material in the context of the relevant Group Company;
(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 incur any additional borrowings or incur any other indebtedness otherwise than in the ordinary and usual course of business;
5.2.6 save as required by law, make any amendment to the terms and conditions of employment (including, without limitation, remuneration, pension entitlements and other benefits) of any Senior Employee (other than minor increases which the Vendors shall...
RESTRICTIONS ON THE VENDORS. Each of the Vendors covenants with the Purchaser with the intention of assuring to the Purchaser the full benefit and value of the goodwill and connections of the Company and the Subsidiaries and as a constituent part of the agreement for the sale of the Shares that save with the previous written consent of the Purchaser:-
RESTRICTIONS ON THE VENDORS. 9.2.1 Without prejudice to the generality of the foregoing, the Vendor shall undertake that for the period commencing from the date of this Deed up to and inclusive of the Completion Date, the Vendor shall not (other than for the purposes of effecting the transactions contemplated by this Deed and the Transaction Documents) carry out any of the following acts or things in relation to all matters concerning the operation and management of the Company without the Purchaser’s prior written consent (such consent not to be unreasonably withheld or delayed):
(a) appoint or remove any director, secretary or (pursuant to any power of attorney or similar authority) attorney;
(b) make any change in its authorised or issued share capital or the rights attaching thereto or do or permit to be done any act, deed or thing which might result in any such change;
(c) (other than transactions contemplated under this Deed) acquire or dispose of any substantial or material part of its business, undertaking or assets, or enter into any contract or terminate any contract (other than due to the expiration of the term of the contract) to which it is a party or create or undertake any capital commitment or expenditure or actual or contingent liability in excess of HK$50,000, and in each case, other than in the ordinary course of business;
(d) pass any resolution in general meeting to amend its memorandum and/or articles of association;
(e) issue or agree to issue any share or loan capital or grant or agree to grant any option or right to acquire or to subscribe for any share or loan capital;
(f) enter into or vary any contract or assume any liability which is outside the ordinary or proper course of its business or which is long-term or unusual;
(g) make any loans or grant any credit or enter into any guarantee, indemnity or surety except for those made or entered into in the ordinary course of business;
(h) declare or pay any dividend or make similar distribution to its shareholders;
(i) incur or agree to incur any material liability in excess of HK$100,000;
(j) enter into any employment or service agreement with any employees or consultants with an annual salary in excess of HK$100,000;
(k) create any encumbrance over its assets;
(l) in any way depart from the ordinary course of its day to day business either as regards the nature, scope and conduct of its business;
(m) enter into agreement or arrangement or permit any action whereby another company becomes its subsidiary or anot...
RESTRICTIONS ON THE VENDORS. 12.1 In order to confer upon the Purchaser the full benefit of the Assets, the Vendors undertake with the Purchaser that they shall not and shall procure that no member of the Vendor Group shall, at any time during which Purchaser maintains rights, use:
(a) the words “Xxxxx.xxx” or “Xxxxx.xx.xx” in connection with any services similar to the Business; provided that the foregoing shall not restrict use of such words or URLs when referring to the Purchaser’s business or in any editorial use or uses which would be otherwise legally permissible under trade xxxx fair use Laws; or
(b) any of the Transferring Intellectual Property (excluding Editorial Material which was used by the Business under a non-exclusive license from the rights holder); provided that the foregoing shall not restrict uses of such Transferring Intellectual Property which would be legally permissible under trade xxxx or copyright fair use Laws.
12.2 The undertakings in this Clause 12 are intended for the benefit of the Purchaser and apply to actions carried out by the Vendors or any member of the Vendor Group in any capacity and whether directly or indirectly, on the Vendors’ or any member of such Vendor Group’s own behalf, on behalf of any other person or jointly with any other person.
12.3 The Vendors agree that each of the undertakings contained in this Clause 12 is reasonable and shall be construed as separate and independent undertakings. If any such undertaking is held to be void or unenforceable, the validity of the remaining undertakings shall not be affected. If any such undertaking is found to be void or unenforceable but would be valid and enforceable if some part or parts of the undertaking were deleted, such undertaking shall apply with such modification as may be necessary to make it valid and enforceable.
12.4 Without prejudice to Clause 12.3, if any undertaking in this Clause 12 is found by any court or other competent Authority to be void or unenforceable the parties shall negotiate in good faith to replace such void or unenforceable undertaking with a valid provision which, as far as possible, has the same commercial effect as the provision which it replaces.
12.5 The consideration for the undertakings contained in this Clause 12 is included in the Consideration.
RESTRICTIONS ON THE VENDORS
