Further Obligations of the Executive. (1) During the Executive’s employment by the Companies, whether before or after the Employment Period, and after the termination of Executive’s employment by the Companies, the Executive shall not, directly or indirectly, disclose, disseminate, make available or use any confidential information or proprietary data of the Companies or any of their Subsidiaries, except as reasonably necessary or appropriate for the Executive to perform the Executive’s duties for the Companies, or as authorized in writing by the Board or as required by any court or administrative agency (and then only after prompt notice to the Companies to permit the Companies to seek a protective order).
(2) For purposes of this Agreement, “confidential information or proprietary data” means information and data prepared, compiled, or acquired by or for the Executive during or in connection with the Executive’s employment by the Companies (including, without limitation, information belonging to or provided in confidence by any Customer, Supplier, trading partner or other Person to which the Executive had access by reason of Executive’s employment with the Companies) which is not generally known to the public or which could be harmful to the Companies or their Subsidiaries if disclosed to Persons outside of the Companies. Such confidential information or proprietary data may exist in any form, tangible or intangible, or media (including any information technology-related or electronic media) and includes, but is not limited to, the following information of or relating to the Companies or any of their Subsidiaries, Customers or Suppliers:
(i) Business, financial and strategic information, such as sales and earnings information and trends, material, overhead and other costs, profit margins, accounting information, banking and financing information, pricing policies, capital expenditure/investment plans and budgets, forecasts, strategies, plans and prospects.
(ii) Organizational and operational information, such as personnel and salary data, information concerning the utilization or capabilities of personnel, facilities or equipment, logistics management techniques, methodologies and systems, methods of operation data and facilities plans.
(iii) Advertising, marketing and sales information, such as marketing and advertising data, plans, programs, techniques, strategies, results and budgets, pricing and volume strategies, catalog, licensing or other agreements or arrangements, and market researc...
Further Obligations of the Executive. 3.1 During the continuance of his employment the Executive shall devote his whole time and attention to his duties under this Agreement and shall not directly or indirectly carry on or be engaged, concerned or interested in any other business, trade or occupation otherwise than as a holder directly or through nominees (including for the purposes hereof through any trust whether established by the Executive or otherwise and whether discretionary or otherwise of which the Executive is a beneficiary) of not more than 3% in aggregate of any class of shares, debentures or other securities in issue from time to time of any company (or, if different, amounting to no more than 3% in terms of the economic value of all such shares and securities (whether by way of dividend or upon any return in capital) and/or voting or other rights attaching thereto in respect of any matters) which are for the time being quoted or dealt with on any recognised investment exchange (as defined by section 285(1)(a) of the Financial Services and Markets Act 2000) provided that nothing in this Clause 3.1 shall prevent the Executive from continuing to hold his current portfolio of investments in securities.
3.2 During the continuance of his employment the Executive shall in relation to any dealings in securities of overseas companies comply with all laws of any foreign state affecting dealings in the securities of such companies and all regulations of any relevant stock exchanges on which such dealings take place.
3.3 During the continuance of his employment the Executive:
(a) shall not directly or indirectly procure, accept or obtain for his own benefit (or for the benefit of any other person) any payment, rebate, discount, commission, vouchers, gift, entertainment or other benefit from any third party in respect of any business transacted or proposed to be transacted (excluding air miles or similar vouchers from other such schemes) (whether or not by him) by or on behalf of the Company or any Associated Company ("Gratuities");
(b) shall observe the terms of any policy issued by the Company in relation to Gratuities; and
(c) shall immediately disclose and account to the Company for any Gratuities received by him (or by any other person on his behalf or at his instruction).
Further Obligations of the Executive. (a) During and following the Executive's employment by the Company, the Executive shall hold in confidence and not directly or indirectly disclose or use or copy or make lists of any confidential information or proprietary data of the Company or any of its Subsidiaries, except to the extent authorized in writing by the Board or required by any court or administrative agency, other than to an employee of the Company or any of its Subsidiaries, or a Person to whom disclosure is reasonably necessary or appropriate in connection with the performance by the Executive of his duties as an executive of the Company. Confidential information shall not include any information known generally to the public. All records, files, documents and materials, or copies thereof, relating to the Company's or any of its Subsidiaries', business which the Executive shall prepare, or use, or come into contact with, shall be and remain the sole property of the Company or any of its Subsidiaries, as the case may be, and shall be promptly returned by the Executive to the Company or such Subsidiary (as applicable) upon termination of the Executive's employment with the Company.
(b) Except with the Board's prior written approval, during the Employment Period and for one (1) year after the termination of the Employment Period or during any time the Executive is receiving severance payments under this Agreement, the Executive shall not, directly or indirectly:
(i) solicit, entice, persuade or induce any employee of the Company or any of its Subsidiaries to terminate his employment by the Company or any of its Subsidiaries or to become employed by any Person other than Holdings, the Company or any of its Subsidiaries; or
(ii) approach any such employee for any of the foregoing purposes; or
(iii) authorize, solicit or assist in the taking of such actions by any third party.
(c) During the Employment Period and for one (1) year after the termination of the Employment Period and during any time the Executive is receiving severance payments under this Agreement, the Executive shall not, directly or indirectly, engage, participate, make any financial investment in, or become employed by or render advisory or other services to or for any Person or other business enterprise (other than the Company and its Affiliates) having or operating transmission towers within any of the same markets as the Company or any of its Subsidiaries (any of the foregoing activities being referred to herein as "Competi...
Further Obligations of the Executive. The Executive agrees that, in the event of any Covered Termination where the Executive is entitled to and receives Accrued Benefits and the Termination Payment, the Executive shall not, for a period of one year after the Termination Date, without the prior written approval of the Company's Board of Directors, participate in the management of, be employed by or own any business enterprise at a location within the United States that engages in substantial competition with the Company or its subsidiaries, where such enterprise's revenues from any competitive activities amount to 40% or more of such enterprise's net revenues and sales for its most recently completed fiscal year. However, nothing in this Section 14 shall prohibit the Executive from owning stock or other securities of a competitor amounting to less than five percent of the outstanding capital stock of such competitor. The Executive also shall perform his obligations under the "Secrecy Agreement" and the "Invention Assignment and Confidentiality Agreement" entered into by the Company and the Executive.
Further Obligations of the Executive. 4.1 During the continuance of his employment the Executive shall devote his whole time and attention to his duties under this Agreement and shall not without the prior written consent of the Managing Director (such consent not to be unreasonably withheld or delayed) directly or indirectly carry on or be engaged, concerned or interested in any other business trade or occupation which is similar to or in competition with the business of the Company or any Associated Company otherwise than as a holder directly or through nominees of not more than five per cent in aggregated of any class of shares debentures or other securities in issue from time to time of any company which are for the time being quoted or dealt in on any recognized investment exchange (as defined by Section 207(1) of the Financial Services Act 1986).
4.2 The Executive shall during the continuance of his employment (and shall procure that his spouse or partner and his minor children shall comply) with all applicable rules of law, and stock exchange regulations (including the "Model Code" issued by the International Stock Exchange of the United Kingdom and the Republic of Ireland Limited) and codes of conduct of the Company for the time being in force in relation to dealings in shares, debentures or other securities of the Company or any Associated Company or any unpublished price sensitive information affecting the securities of any other company.
4.3 The Executive shall in relation to any dealings in securities of overseas companies comply with all laws of any foreign state affecting dealings in the securities of such companies and all regulations of any relevant stock exchanges on which such dealings take place.
4.4 During the continuance of his employment the Executive shall observe the terms of any policy issued by the Company in relation to any payment, rebate, discount, commission, vouchers, gift or other benefit obtained by him from any third party in respect of any business transacted or proposed to be transacted (whether or not by him) by or on behalf of the Company or any Associated Company.
Further Obligations of the Executive. (1) During and following the Executive’s employment by the Companies, the Executive shall not, directly or indirectly, disclose, disseminate, make available or use any confidential information or proprietary data of the Companies or any of their Subsidiaries, except as reasonably necessary or appropriate for the Executive to perform the Executive’s duties for the Companies, or as authorized in writing by the Board or as required by any court or administrative agency (and then only after prompt notice to the Companies to permit the Companies to seek a protective order).
(2) For purposes of this Agreement, “confidential information or proprietary data” means information and data prepared, compiled, or acquired by or for the Executive during or in connection with the Executive’s employment by the Companies (including, without limitation, information belonging to or provided in confidence by any Customer, Supplier, trading partner or other Person to which the Executive had access by reason of Executive’s employment with the Companies) which is not generally known to the public or which could be harmful to the Companies or their Subsidiaries if disclosed to Persons outside of the Companies. Such confidential information or proprietary data may exist in any form, tangible or intangible, or media (including any information technology-related or electronic media) and includes, but is not limited to, the following information of or relating to the Companies or any of their Subsidiaries, Customers or Suppliers:
(i) Business, financial and strategic information, such as sales and earnings information and trends, material, overhead and other costs, profit margins, accounting information, banking and financing information, pricing policies, capital expenditure/investment plans and budgets, forecasts, strategies, plans and prospects.
(ii) Organizational and operational information, such as personnel and salary data, information concerning the utilization or capabilities of personnel, facilities or equipment, logistics management techniques, methodologies and systems, methods of operation data and facilities plans.
(iii) Advertising, marketing and sales information, such as marketing and advertising data, plans, programs, techniques, strategies, results and budgets, pricing and volume strategies, catalog, licensing or other agreements or arrangements, and market research and forecasts and marketing and sales training and development courses, aids, techniques, instruction...
Further Obligations of the Executive. (1) During and following the Executive's employment by the Companies, the Executive shall not, directly or indirectly, disclose, disseminate, make available or use any confidential information or proprietary data of the Companies or any of their Subsidiaries, except as reasonably necessary or appropriate for the Executive to perform the Executive's duties for the Companies, or as authorized in writing by the Board or as required by any court or administrative agency (and then only after prompt notice to the Companies to permit the Companies to seek a protective order).
(2) For purposes of this Agreement, "CONFIDENTIAL INFORMATION OR PROPRIETARY DATA" means information and data prepared, compiled, or acquired by or for the Executive during or in connection with the Executive's employment by the Companies (including, without limitation, information belonging to or provided in confidence by any Customer, Supplier, trading partner or other Person to which the Executive had access by reason of Executive's employment with the Companies) which is not generally known to the public or which could be harmful to the Companies or their Subsidiaries if disclosed to Persons outside of the Companies. Such confidential information or proprietary data may exist in any form, tangible or intangible, or media (including any information technology-related or electronic media) and includes, but is not limited to, the following information of or relating to the Companies or any of their Subsidiaries, Customers or Suppliers:
Further Obligations of the Executive. 4.1 During the continuance of his employment the Executive shall devote his whole time and attention to his duties under this Agreement and shall not without prior written consent of the Company directly or indirectly carry on or be engaged, concerned or interested in any other business, trade or occupation otherwise than as a holder directly or through nominees of not more than three per cent in aggregate of any class of shares, debentures or other securities in issue from time to time of any company which are for the time being quoted or dealt in on any recognised investment exchange (as defined by Section 207(1) of the Financial Services Act 1986). This clause shall not apply to those directorships held by the Executive as at the date of this Agreement, which have been notified to the Board.
4.2 During the continuance of his employment the Executive:-
4.2.1 shall not directly or indirectly procure, accept or obtain for his own benefit (or for the benefit of any other person) any payment, rebate, discount, commission, vouchers, gift, entertainment or other benefit of a value in excess of £1,000 per annum ("Gratuities") from any third party in respect of any business transacted or proposed to be transacted (whether or not by him) by or on behalf of the Company or any Associated Company;
4.2.2 shall observe the terms of any policy issued by the Company in relation to Gratuities;
4.2.3 shall immediately disclose and account to the Company for any Gratuities received by him (or by any other person on his behalf or at his instruction); and
4.2.4 subject to the Executive first obtaining the Company's written consent in accordance with clause 4.1 above, he shall promptly disclose to the Board full details of any investment (of whatever sort) he makes in any business or company within the Group's area(s) of industry / sector(s).
Further Obligations of the Executive. (i) The Executive’s employment hereunder shall be non-exclusive; provided, however, that during his employment the Executive shall not without prior written consent of the Board serve on the board of directors of more than five companies the common equity securities of which are traded publicly on any national securities exchange. The foregoing limitation shall not apply to those directorships held by the Executive in any Associated Company. The Executive’s activities for Mxxxxxxx Xxxx Capital Partners LLC or any of its affiliates (collectively, “MLCP”) shall not be restricted in any way, and the Executive may be involved in or act as an officer, director, employee or other representative of any private company as he may in his sole discretion determine. For the avoidance of doubt, the Company further acknowledges that the Executive has not committed any specific time to the Company, and his outside activities will not be limited except by this Section 4(a)(i) and Section 4(a)(ii) below.
(ii) Notwithstanding the non-exclusive nature of the Executive’s employment hereunder, during his employment, and during the period for which the Executive receives any payments provided for in the last sentence of Section 16(b), the Executive shall not, directly or indirectly, engage in any business which is directly competitive with any business conducted by the Inspired Entertainment Group during his employment, in any geographic area in which such business was so conducted by the Inspired Entertainment Group. Executive agrees and acknowledges that the consideration provided under this Agreement is sufficient to justify such limitation on the Executive’s ability to earn a livelihood in a business directly competitive with the Inspired Entertainment Group.
(b) During his employment, the Executive:
(i) shall not directly or indirectly procure, accept or obtain for his own benefit (or for the benefit of any other person) any payment, rebate, discount, commission, voucher, gift, entertainment or other benefit (“Gratuities”) from any third party in respect of any business transacted or proposed to be transacted (whether or not by him) by or on behalf of the Company or any Associated Company in violation of Company policies applicable to Gratuities;
(ii) shall observe the terms of any policy issued by the Company in relation to such Gratuities and any other bribery or corruption related laws which are relevant to the jurisdictions in which the Group does business;
(iii) shall...
Further Obligations of the Executive. During their employment pursuant hereto, Executive:
a. shall submit to the Board all business, commercial and investment opportunities or offers presented to Executive, or of which Executive becomes aware, which relate to the areas of business engaged in by the Company or its Subsidiaries at any time during the Executive’s employment (“Corporate Opportunities”). During the Executive’s employment, unless approved by the Board, Executive shall not accept or pursue, directly or indirectly, any Corporate Opportunities on Executive’s own behalf or on behalf of another person or entity in or with respect to which Executive has any economic interest, or present such Corporate Opportunities to any business entity other than the Company, including, without limitation, any business entity which Executive serves as an officer or director.
b. shall not directly or indirectly procure, accept or obtain for their own benefit (or for the benefit of any other person) any payment, rebate, discount, commission, voucher, gift, entertainment or other benefit (“Gratuities”) from any third party in respect of any business transacted or proposed to be transacted (whether or not by them) by or on behalf of the Company or any Subsidiary in violation of Company policies applicable to Gratuities;
c. shall observe the terms of any policy issued by the Company in relation to such Gratuities and any other bribery or corruption related laws which are relevant to the jurisdictions in which the Company or any Subsidiary does business;
d. shall immediately disclose and account to the Company for any such Gratuities received by the Executive (or by any other person on their behalf or at their instruction); and
e. shall promptly disclose to the Board full details of any investment (of whatever sort) he makes in any business or company within the Company’s or any of its Subsidiaries’ areas of industry or sectors.
