Common use of Managers Undertakings Clause in Contracts

Managers Undertakings. Outside interests 8.1 Each Senior Manager severally agrees (in respect of himself only and not in respect of any other Senior Manager) with the Company (for itself and as trustee for each Group member) that: (a) until such time as he is neither a director nor an employee of any Group member and save for part time offices and appointments disclosed by him in his Management Questionnaire, in the case of the Managers (other than S▇▇▇▇ ▇▇▇▇▇▇) he will devote his whole working time, attention and ability to the business and interests of the Group and in the case of S▇▇▇▇ ▇▇▇▇▇▇ he will devote sufficient time in order for him to carry out his relevant duties as the chairman of the Company and as a non-executive director; and (b) it or he has made its or his own investigations and appraisals into and assessment of the Group and, so far as he is aware, no Senior Manager, none of the Investors, Affiliate of the Investors or the Investor Representative has any liability to him or it in connection with its or his decision to enter into this Agreement and the transactions contemplated by this Agreement other than as expressly set out in this Agreement; and (c) after he ceases to be either a director or employee of any Group member, he will not at any time represent himself or permit himself to be held out as being in any way connected with or interested (except as a shareholder if that is the case) in the Group or its businesses. 8.2 In order to protect the Confidential Information to which the Senior Managers have access as a result of their employment or engagement and to protect the business connections and other legitimate business interests of the Company and the Group members, subject to the provisions of clause 8.9, each Senior Manager severally agrees with the Company (for itself and as trustee for each Group member) that if he ceases to be an officer or employee of a Group member (the “Cessation”) he will not for a period of 12 months following such Cessation, less the duration of any period of suspension, restriction (including garden leave) or exclusion under the relevant Senior Manager’s Employment Agreement which immediately precedes the Cessation, on his own account or on behalf of any other person, directly or indirectly: (a) carry on any Relevant Business in the Prohibited Area; (b) in connection with any Relevant Business, canvass, solicit or approach a Relevant Supplier; (c) in connection with any Relevant Business, deal with a Relevant Supplier; (d) in connection with any Relevant Business, canvass, solicit or approach a Relevant Customer; (e) in connection with any Relevant Business, deal with, sell goods to or provide services to a Relevant Customer; (f) in connection with any Relevant Business, canvass, solicit or approach a Relevant Potential Customer; (g) in connection with any Relevant Business, deal with any Relevant Potential Customer; (h) in connection with any Relevant Business seek to entice away from the Company or any Group member or otherwise interfere or attempt to interfere with the relationship between the Company or any other Group member and a Relevant Supplier; (i) in connection with Relevant Business, interfere or seek to interfere with the relationship between the Company or any other Group member and any Introducer; (j) in connection with any Relevant Business, deal with any Introducer; (k) in connection with any Relevant Business, canvass, solicit or approach a Potential Target; (l) in connection with any Relevant Business, pursue any investment opportunity with a Potential Target; (m) solicit entice induce or encourage or endeavour to solicit entice induce or encourage a Relevant Employee who remains an employee of the Company or any other Group member to leave such employment; (n) employ or take into employment or engage the services of a Relevant Employee; (o) give advice or provide services with a view to assisting or enabling any other Person to carry out any of the above acts. 8.3 Each Senior Manager severally agrees with the Company (for itself and as trustee for each Group member) that he will not after Cessation make untrue materially prejudicial comments which are intended to be harmful to the Target or the business reputation of any Group member. 8.4 The restriction contained in clause 8.2(a) shall not restrain the relevant Senior Manager from engaging in or accepting employment with any business concern whether the relevant Senior Manager’s duties role or work do not related directly or indirectly to any Relevant Business. 8.5 The restrictions in clause 8.2 shall not prohibit the Senior Managers from holding or being interested in up to 5% of the issued share capital of a company, whether or not it is listed on a recognised stock exchange. 8.6 The restrictions contained in clause 8.2 (each of which is a separate obligation) are considered reasonable by each party (each having taken separate legal advice) in all the circumstances as necessary to protect the legitimate interests of the Group, but if any such restriction is judged by a competent court to be void but would be valid and enforceable if certain words were deleted or the period or area of application reduced, such restrictions apply with such modification to make them valid and effective. 8.7 Each Manager severally agrees (in respect of himself only and not in respect of any other Manager) with the Company (for itself and as trustee for each other Group member) that (except in the proper course of his duties or with the authority of the Board or to the extent required by law) he will not, either during or at any time after his engagement or employment with a Group member, or while he is the holder of Shares in a Group member, or is connected with any such person, or after he ceases to be a Shareholder, use for any purpose or disclose to any person any trade secret concerning the business or affairs of a Group member or any Confidential Information, provided that this restriction ceases to apply to information which becomes publicly known other than by default of that Manager or which is required to be disclosed by law, regulation or order of a court of competent jurisdiction. 8.8 Each Manager severally agrees (in respect of himself only and not in respect of any other Manager) with the Company that whilst he is a director or employee of any member of the Group (except with the authority of the Board) he will not, at any time, directly or indirectly, carry on a business (whether similar or not to that of a Group member) under or including a name or mark which he is actually aware is the same as or substantially similar to a name or m▇▇▇ used by a Group member, without limitation “Corpacq” and he will procure that any person controlled by him will not carry on a business under or including any such name. 8.9 Subject always to compliance with his duties and obligations as a director of the Company or any other Group member under prevailing law and regulation and as set out at clause 13 of the letter appointing his as chairman and Non-Executive Director of the Company, nothing in this Agreement will prohibit S▇▇▇▇ ▇▇▇▇▇▇: (a) from making directly or indirectly (or through nominees, Affiliates or associated entities) new corporate investments on his or their own account without the prior consent of the Vintage Investor and/or the Company or any member of the Group for so long as: (i) the investment is not in Relevant Business; and/or (ii) the value of such investment in any individual business or corporate entity does not exceed £3,000,000; or (iii) the Target has considered an investment and/or acquisition in the relevant business and/or corporate entity and the board has resolved not to proceed with such investment and/or acquisition; (b) from maintaining (or increasing) any of the existing corporate investments and interests of each of S▇▇▇▇ ▇▇▇▇▇▇ and/or his Affiliates and connected parties and/or nominees as set out in Schedule 13; and (c) dealing with an Introducer or Relevant Supplier in relation to the matters set out in clauses 8.9(a) and 8.9(b) above.