Seller Restrictions. The actions for the purposes of Clause 5.1.2 are:
Seller Restrictions. The actions for the purposes of Clause 5.1.2 are: 1 amend or otherwise modify the constitutional documents of any Vaccines Group Company other than minor or administrative amendments or modifications which are not adverse to the Business or to the Purchaser of any member of the Purchaser’s Group; 2 create, allot or issue, or grant an option or right to subscribe for or purchase, any share capital or other securities or loan capital of any Vaccines Group Company; 3 repay, redeem or repurchase any share capital, or other securities of any Vaccines Group Company; 4 make any acquisition or disposal which has a value in excess of US$10 million, exclusive of VAT;
Seller Restrictions. 8.1 Except as provided in clause 8.2, the license to the Seller Licensees in sub-clause7.1 shall be subject to and Seller, as a constituent part of the agreement for the transfer of the Transferred Assets and license of the Transferred Technology, hereby covenants with the Purchaser and each other member of the Purchaser’s Group that:
(A) During the period commencing on the date of this Agreement and ending on (i) the second (2nd) anniversary of the earlier to occur of (1) the First Amber Trigger Event and (2) the Amber Termination Event, in respect of any Seller Clone IC incorporating or including Amber Technology, and (ii) the second (2nd) anniversary of the Completion Date otherwise, the Seller shall not (and shall procure that no member of the Selling Group shall) grant to an AP Company a license or sublicense of, or transfer, any right with respect to, any Seller Clone IC for use or otherwise in the Mobile Field.
(B) During the period commencing on the Completion Date and ending on the fourth (4th) anniversary of the Completion Date, the Seller shall not (and shall procure that no member of the Selling Group shall) Sell Bluetooth, Wi-Fi or FM Non-AP Products ([***]) to any Person for use in [***] where the Seller has any knowledge that [***]. Without limiting the generality of the foregoing, the Seller shall (and shall procure that each member of the Selling Group shall) only sell or distribute such [***].
(C) During the period commencing on the Completion Date and ending on the tenth (10th) anniversary of the Completion Date, the Seller shall not (and shall procure that no member of the Selling Group shall) Sell AP Products to any Person where the Seller has any knowledge that such AP Products will be used in a Mobile Device (other than a Common Tablet, Laptop or New Mobile Device). Without limiting the generality of the foregoing, the Seller shall (and shall procure that each member of the Selling Group shall) only sell or distribute such [***].
(D) Unless terminated earlier in accordance with sub-clause 9.3, the restrictions on the Seller set out in sub-clauses 8.1
(A) to 8.1(C) above shall terminate on the tenth (10th) anniversary of the Completion Date.
8.2 Notwithstanding anything to the contrary set forth herein including in clause 8.1:
(A) the restriction in sub-clause 8.1(B) will not apply solely in respect of the business of any company, or any business, acquired after the Completion Date by any member of the Selling Group until the expiry o...
Seller Restrictions. From the date of this Agreement to the Closing, each of the Sellers agrees it shall not (a) sell, transfer, encumber, assign or otherwise dispose of, or enter into any Contract with respect to the sale, transfer, encumbrance, assignment or other disposition of, any of the Interests held by such Seller or (b) take any action, or omit to take any action, which would have the effect of preventing or disabling such Seller from delivering its Interests to Buyer at the Closing free and clear of any Encumbrances, delivering all of the assets, properties, rights, privileges, franchises, operations, goodwill and business of Wabash Mexico to Buyer at the Closing free and clear of any Encumbrances (other than Permitted Encumbrances), or otherwise performing such Seller’s obligations under this Agreement.
Seller Restrictions. On the Closing Date, Seller and the Principals shall cease all sales of the Products with the exception of Post-Harvest Products that will be licensed back to Seller as described in Section 3.3 above, and further, except to the extent otherwise permitted by the Buyer in writing. For the period from the Closing through [***], Seller and the Principals shall not actively sell, promote, market, direct or influence any of the Purchased Assets, including any product, customer or relationship relating to the Purchased Assets, except (i) as permitted in the License Agreement described above or as otherwise permitted in connection with the Seller’s conduct of the Post-Harvest Business (including, without limitation, whether during the License Period or at any time thereafter), (ii) in connection with the performance of the Principals’ duties and obligations pursuant to the Consulting Agreement, and/or (iii) as otherwise mutually agreed in writing by the parties; provided, it is understood and agreed by Buyer that the foregoing restrictions do not and shall not impede or otherwise restrict Seller or the Principals from conducting any business or activity that it, he or she may desire to conduct, to the extent such business or activity does not constitute the Business or involve or utilize the Purchased Assets (which permitted other businesses or activities include, without limitation: (x) conducting the Post-Harvest Business (whether during the License Period or at any time thereafter), (y) developing, promoting, marketing, distributing and/or selling the [***], and (z) promoting, marketing, distributing and/or selling any of the following existing product lines of Seller: [***] (the “Seller’s Other Product Lines”).
Seller Restrictions. The actions for the purposes of Clause 5.1.2 are: 1 amend or otherwise modify the constitutional documents of any Vaccines Group Company other than minor or administrative amendments or modifications which are not adverse to the Business or to the Purchaser of any member of the Purchaser’s Group; 2 create, allot or issue, or grant an option or right to subscribe for or purchase, any share capital or other securities or loan capital of any Vaccines Group Company; 3 repay, redeem or repurchase any share capital, or other securities of any Vaccines Group Company; 4 make any acquisition or disposal which has a value in excess of US$10 million, exclusive of VAT; 5 grant any guarantee or indemnity for the obligations of any person which has a value in excess of US$5 million (other than in the ordinary course of trading); 6 dispose of, or agree to dispose of, any material asset or material stock at below market value other than in the ordinary course of business; 7 acquire or agree to acquire any share, shares or other interest in any company, partnership or other venture, other than an investment of 5 per cent or less of the total shares or interest in such company, partnership or venture and provided the investment is not more than US$5 million; 8 enter into, extend, amend, give notice to terminate or vary in any material respect any lease of real property or change the existing use of such property which is material to the Vaccines Group;
Seller Restrictions. 7.1 The Institutional Seller undertakes with the Buyer and the Group Companies that, subject to clause 7.4, it shall not and shall procure that neither it nor any member of the Retained Group nor any of its or their Related Persons or directors will in any Relevant Capacity, directly or indirectly, during the Restricted Period:
(a) carry on, be engaged in or be economically interested in any business which is of the same or similar type to the business of any Group Company as now carried on and which is or is likely to be in competition with the business of any Group Company as now carried on;
(b) canvass or solicit the custom of any person, firm or company who has within two years prior to Completion been a customer of any Group Company in relation to the business of the Group; or
(c) induce or seek to induce any Key Employee to become employed whether as employee, consultant or otherwise by any member of the Retained Group or its Related Persons, whether or not such Key Employee would thereby commit a breach of his contract of service.
7.2 The Institutional Seller agrees that the restrictions contained in this clause are no greater than is reasonable and necessary for the protection of the interests of the Buyer and the Group Companies but if any such restriction shall be held to be void but would be valid if deleted in part or reduced in application, such restriction shall apply with such deletion or modification as may be necessary to make it valid and enforceable.
7.3 The following terms shall have the following meanings respectively in this clause 7:
Seller Restrictions. From the date of this Agreement to the Closing, Seller agrees it shall not (a) sell, transfer, encumber, assign or otherwise dispose of, or enter into any Contract with respect to the sale, transfer, encumbrance, assignment or other disposition of, any of the Shares or (b) take any action, or omit to take any action, which would have the effect of preventing or disabling Seller from delivering Seller’s Shares to Buyer at the Closing free and clear of any Encumbrances.
Seller Restrictions. Subject to Clause 5.4 (Derogations from restrictions), from and including the Signing Date up to and including Completion, the Seller shall not (and shall not agree to) and, to the extent applicable, shall procure that the Company shall not (and shall not agree to), except with the prior written consent of the Purchaser:
5.1.1 create grant or issue, or agree to create grant or issue any Encumbrance over the Shares or the BDDG Shares or the assets of the Company or BDDG; or
5.1.2 sell or agree to sell the Shares or the BDDG Shares (in whole or in part) to a third party or accept any offer from a third party to purchase the Shares or the BDDG Shares (in whole or in part); or
5.1.3 pass a resolution to amend the Company's or BDDG’s articles of association (or otherwise so amend the Company’s or BDDG’s articles of association), or pass a resolution to dissolve the Company BDDG or to merge or de-merge, or split the Company or BDDG.
Seller Restrictions. For a one-year period following the Closing Date, Seller shall not, and Seller shall cause its Affiliates not to, offer a PDP Plan under or pursuant to any Contract between Seller or any Affiliate of Seller and CMS; provided, however, that nothing in this Section 11.7 shall (a) restrict Seller or any of its Affiliates from marketing and offering to its customers and members a PDP Plan offered under any Contract between a Person other than Seller or an Affiliate of Seller and CMS; (b) prohibit Seller or any of its Affiliates from acquiring equity securities of any Person that offers a PDP Plan whose securities are publicly listed on a stock exchange if such acquisition does not exceed more than five percent (5%) of the total voting power of such Person; (c) prohibit any Affiliate of Seller that ceases to be an Affiliate of Seller as a result of a Change of Control transaction from marketing and offering any PDP Plans; (d) prohibit any Person that acquires control (as defined in the definition of Affiliate) of Seller and/or any Affiliates of Seller in a Change of Control transaction or any Affiliates of such acquiring Person (other than Seller) from marketing and offering any PDP Plans; or (e) prohibit any Acquired Business from continuing to market and offer any PDP Plans under or pursuant to any Contract with CMS in effect as of the date of such acquisition (or any renewal, replacement or extension of such Contract) so long as the revenues derived thereunder do not constitute more than thirty-three percent (33%) of the consolidated revenues of the Acquired Business during its last completed fiscal year prior the date it became an Acquired Business.
