PROTECTION OF GOODWILL. In consideration of the Buyer entering into the sale and purchase of the Shares, the Seller agrees with the Buyer that it will not, whether on its own account, or by any of its subsidiary undertakings or through any of their respective employees or agents or through any other person, firm or company either directly or indirectly and either solely or jointly with any other person (either on its own account or as the agent of any other person) and in any capacity whatsoever: for a period of three years from the Completion Date, provide services to or be employed or otherwise engaged or interested in any business which is engaged in the provision or supply of Restricted Services (or any of them) in the Restricted Territory which competes with the CTS Business. Both parties agree that the carrying on of the ICTI Business by the Seller or any member of the Seller's Group at any time after Completion shall not be in contravention of this undertaking; for a period of three years from the Completion Date, solicit or canvass away from the Buyer any person, firm or company or other organisation (which was a customer or supplier of any of the Companies in respect of the CTS Business at any time during the twelve month period prior to Completion only for the provision of Restricted Services (or any of them)); for a period of two years from the Completion Date, solicit or entice away or endeavour to solicit or entice away from the Buyer any senior manager, director, project manager or sales staff (excluding support staff) and any key employee who would be treated as a "relevant employee" for the purposes of the Model Code contained in the Listing Rules, employed or retained by any of the Companies in relation to the CTS Business on Completion, whether or not such person would commit any breach of his contract of employment or terms of engagement by reason of his leaving the service of the Buyer PROVIDED THAT this restriction will not apply to any advertisements for recruitment made available generally through any recruitment agency or advertisement available to the public; or use any trade or domain name (including but not limited to the expressions "CTS" or "Technigal") or e-mail address used by the Group at any time during the two months immediately preceding the date of this agreement solely in relation to the CTS Business or any other name intended or likely to be confused with any such trade or domain name or e-mail address; or for a period of three years following the Completion date, use in the course of its business either of the domain names gxxxxxxxxxxxx.xxx or gxxxx-xxxxxxxx.xxx as the universal resource locator of any web site accessible on the internet. Nothing in this clause 9 shall prevent or restrict any member of the Seller's Group from doing the following if they would otherwise be prohibited by this clause 9:- holding, or being interested in, up to but not exceeding 15 per cent. of the issued share or loan capital of any company (or any amount of such issued share or loan capital carrying in aggregate up to but not exceeding 15 per cent. of the votes which could be cast at a general meeting of such company) including without limitation a listed company; or acquiring the whole or any part of a business which, or the share capital of a company or group of companies whose business or a part of whose business, includes operations the carrying on of which would otherwise amount to a breach of the undertaking contained in clause 9.1 (the "Competitive Operations"), as part of a larger acquisition or series of related acquisitions PROVIDED THAT the relevant member of the Seller's Group shall within the following twelve months use their best endeavours to sell the Competitive Operations as soon as is reasonably practicable following such acquisition (which shall, without limitation, include inviting the Buyer to make a competitive bid for the sale of the Competitive Operations) save that the relevant member of the Seller's Group shall not be obliged to sell the Competitive Operations if those Competitive Operations comprise a minor part of the business or business of such company, group of companies or businesses acquired or in which the Seller's Group has acquired an interest. For the purpose of this clause 9.2(b), "minor part" of the business of such company, group of companies or business shall be part of its overall business in which the turnover of the Competitive Operations does not exceed the lower of ten per cent of the gross turnover per annum or L5 million gross turnover per annum of the Company, group of companies or business acquired. The Seller agrees with the Buyer that it will not at any time after Completion, whether by itself or through any other member of the Seller's Group, whether directly or indirectly, in the course of carrying on its business, claim or represent any continuing association with the Buyer in respect of the CTS Business for the purpose of obtaining or retaining any business or custom. The Seller agrees with the Buyer that the restrictions contained in this clause 9 are considered reasonable and necessary for the protection of value of the CTS Business (in particular the goodwill of the CTS Business) by the parties hereto and the Seller acknowledges that, in the light of the total price paid under this agreement and the manner of computation thereof, the nature of the business of the Group and all other relevant matters, the provisions of this clause 9 are considered reasonably necessary for the protection of the interests of the Buyer, and the restrictive covenants do not go beyond what is reasonably necessary to protect the legitimate business interests of the Buyer. In the event that any restriction in this clause 9 shall be found to be unenforceable but would be enforceable if some part thereof were deleted or the area of operation or the period of application reduced, such restriction shall apply with such modification as may be necessary to make it legal and enforceable. Without prejudice to the generality of the foregoing, if such invalidity arises by reason of the period of restriction being excessive, such period as shall be held by a court of competent jurisdiction to be reasonable shall be able to be substituted for the period herein in order to make the restriction binding on the relevant parties. Each undertaking contained in this clause 9 shall be construed as a separate undertaking and if one or more of the undertakings contained in this clause 9 is held to be against the public interest or unlawful or in any way an unreasonable restraint of trade the remaining undertakings shall continue to bind the Seller and its subsidiary undertakings.
Appears in 1 contract
PROTECTION OF GOODWILL. In consideration of the Buyer entering into the sale and purchase of the SharesBusiness and Assets, the Seller agrees undertakes to and with the Buyer that it will not, whether on its own account, or by any no member of its subsidiary undertakings or through any of their respective employees or agents or through any other person, firm or company the Seller's Group shall either directly or indirectly and either solely or jointly with any other person (either on its own account or as the agent of any other person) and in any capacity whatsoever: for a during the period of three years from the Completion DateCompletion, provide services to carry on or be employed or otherwise engaged engaged, concerned or interested (save as the holder of shares or debentures in any business a listed company which is engaged in confer not more than three per cent. of the provision or supply votes which could be cast at a general meeting of Restricted Services (or any of themthe company) in the custom chemical synthesis business and related analytical services business within the Restricted Territory which competes with Territory; or during the CTS Business. Both parties agree that the carrying on of the ICTI Business by the Seller or any member of the Seller's Group at any time after Completion shall not be in contravention of this undertaking; for a period of three years eighteen months from the Completion DateCompletion, canvass or solicit or canvass away orders from the Buyer any person, firm or company or other organisation (which person who was a customer or supplier of any of the Companies in respect of the CTS Business at any time during within the twelve month period of six months prior to Completion only for the provision of the Restricted Services (or any of them))Services; for a during the period of two years eighteen months from the Completion Date, solicit or entice away or endeavour to solicit or entice away from the Buyer any senior managerofficer, director, project manager or sales staff (excluding support staff) and any key other employee who would be treated as a "relevant employee" for was either at Completion or during the purposes six months prior to Completion engaged primarily in the Business rather than another part of the Model Code contained in the Listing Rules, employed or retained by any of the Companies in relation to the CTS Business on Completion, Seller's Group whether or not such person would commit any a breach of his contract of employment or terms of engagement by reason of his leaving the service of the Buyer PROVIDED THAT this restriction will not apply to any advertisements for recruitment made available generally through any recruitment agency or advertisement available to the publicservice; or use any trade or domain name (including but not limited to the expressions expressions, "CTSCSS" or "TechnigalQuchem") or e-mail address used by the Group Business at any time during the two months immediately preceding the date of this agreement solely in relation to the CTS Business or any other name intended or likely to be confused with any such trade or domain name or e-mail address; or for a period of three years following the Completion date, use in the course of its business either . In consideration of the domain names gxxxxxxxxxxxx.xxx or gxxxx-xxxxxxxx.xxx as Buyer entering into this agreement, the universal resource locator of any web site accessible on Seller undertakes to and with the internet. Nothing in this clause 9 Buyer that it shall prevent or restrict any not and shall procure that no member of the Seller's Group from doing shall: save as required by law or the following if they would otherwise be prohibited by this clause 9:- holdingrules of any governmental or regulatory organisation, use or being interested in, up reveal to but not exceeding 15 per cent. any person any of the issued share trade secrets, secret or loan capital of any company (confidential operations, processes or dealings or any amount of such issued share or loan capital carrying in aggregate up other confidential information relating primarily and directly to but not exceeding 15 per cent. of the votes which could be cast at a general meeting of such company) Business including without limitation a listed company; or acquiring the whole or any part of a business which, or the share capital of a company or group of companies whose business or a part of whose business, includes operations the carrying on of which would otherwise amount to a breach of the undertaking contained in clause 9.1 (the "Competitive Operations"), as part of a larger acquisition or series of related acquisitions PROVIDED THAT the relevant member of the Seller's Group shall within the following twelve months use their best endeavours to sell the Competitive Operations as soon as is reasonably practicable following such acquisition (which shall, without limitation) customer lists and names, include inviting the Buyer sales targets and statistics, market share statistics, surveys and reports and pricing information relating to make a competitive bid for the sale of the Competitive Operations) save that the relevant member of the Seller's Group shall not be obliged to sell the Competitive Operations if those Competitive Operations comprise a minor part of the business or business of such company, group of companies or businesses acquired or in which the Seller's Group has acquired an interest. For the purpose of this clause 9.2(b), "minor part" of the business of such company, group of companies or business shall be part of its overall business in which the turnover of the Competitive Operations does not exceed the lower of ten per cent of the gross turnover per annum or L5 million gross turnover per annum of the Company, group of companies or business acquired. The Seller agrees with the Buyer that it will not at any time after Completion, whether by itself or through any other member of the Seller's Group, whether directly or indirectly, in the course of carrying on its business, claim or represent any continuing association with the Buyer sales and purchases in respect of the CTS Business for until such time as the purpose same falls into the public domain otherwise than by reason of obtaining a breach of this undertaking; or retaining attempt or knowingly assist or procure any business or customother person to do any of the foregoing things. The Seller agrees with the Buyer that the restrictions contained in this clause 9 13 are considered reasonable and necessary for the protection of value of the CTS Business (in particular the goodwill of the CTS Business) by the parties hereto and the Seller acknowledges that, in the light of the total price paid under this agreement and the manner of computation thereof, the nature of the business of the Group Business and all other relevant matters, the provisions of this clause 9 13 are considered reasonably necessary for the protection of the interests of the Buyer, and the restrictive covenants do not go beyond what is reasonably necessary to protect the legitimate business interests of the Buyer. In the event that any restriction in this clause 9 13 shall be found to be unenforceable but would be enforceable if some part thereof were deleted or the area of operation or the period of application reduced, such restriction shall apply with such modification as may be necessary to make it legal and enforceable. Without prejudice to the generality of the foregoing, if such invalidity arises by reason of the period of restriction being excessive, such period as shall be held by a court of competent jurisdiction to be reasonable shall be able to be substituted for the period herein in order to make the restriction binding on the relevant parties. Each undertaking contained in this clause 9 13 shall be construed as a separate undertaking and if one or more of the undertakings contained in this clause 9 13 is held to be against the public interest or unlawful or in any way an unreasonable restraint of trade the remaining undertakings shall continue to bind any member of the Seller and its subsidiary undertakingsSeller's Group.
Appears in 1 contract
Samples: Agreement (Galen Holdings PLC)
PROTECTION OF GOODWILL. In consideration of the Buyer entering into the sale and purchase of the Shares, the Seller agrees undertakes to and with the Buyer that it will not, whether on its own account, or by any no member of its subsidiary undertakings or through any of their respective employees or agents or through any other person, firm or company the Seller's Group shall either directly or indirectly and either solely or jointly with any other person (either on its own account or as the agent of any other person) and in any capacity whatsoever: for a during the period of three years from the Completion DateCompletion, provide services to carry on or be employed or otherwise engaged engaged, concerned or interested (save as the holder of shares or debentures in any business a listed company which is engaged in confer not more than three per cent. of the provision or supply votes which could be cast at a general meeting of Restricted Services (or any of themthe company) in the custom chemical synthesis business and related analytical services business within the Restricted Territory which competes with Territory; or during the CTS Business. Both parties agree that the carrying on of the ICTI Business by the Seller or any member of the Seller's Group at any time after Completion shall not be in contravention of this undertaking; for a period of three years eighteen months from the Completion DateCompletion, canvass or solicit or canvass away orders from the Buyer any person, firm or company or other organisation (which person who was a customer or supplier of any of the Companies in respect of the CTS Business or Xxxxxx at any time during within the twelve month period of six months prior to Completion only for the provision of the Restricted Services (Services; or any of them)); for a during the period of two years eighteen months from the Completion Date, solicit or entice away or endeavour to solicit or entice away from the Buyer any senior managerofficer, director, project manager or sales staff (excluding support staff) and any key other employee who would be treated as a "relevant employee" for was either at Completion or during the purposes six months prior to Completion engaged primarily in the Business rather than another part of the Model Code contained in the Listing Rules, employed or retained by any of the Companies in relation to the CTS Business on Completion, Seller's Group whether or not such person would commit any a breach of his contract of employment or terms of engagement by reason of his leaving the service of the Buyer PROVIDED THAT this restriction will not apply to any advertisements for recruitment made available generally through any recruitment agency or advertisement available to the publicservice; or use any trade or domain name (including but not limited to the expressions expressions, "CTSCSS" or "TechnigalXxxxxx") or e-mail address used by the Group Xxxxxx at any time during the two months immediately preceding the date of this agreement solely in relation to the CTS Business or any other name intended or likely to be confused with any such trade or domain name or e-mail address; or for a period of three years following the Completion date, use in the course of its business either . In consideration of the domain names gxxxxxxxxxxxx.xxx or gxxxx-xxxxxxxx.xxx as Buyer entering into this agreement, the universal resource locator of any web site accessible on Seller undertakes to and with the internet. Nothing in this clause 9 Buyer that it shall prevent or restrict any not and shall procure that no member of the Seller's Group from doing shall: save as required by law or the following if they would otherwise be prohibited by this clause 9:- holdingrules of any governmental or regulatory organisation, use or being interested in, up reveal to but not exceeding 15 per cent. any person any of the issued share trade secrets, secret or loan capital of any company (confidential operations, processes or dealings or any amount of such issued share or loan capital carrying in aggregate up other confidential information relating primarily and directly to but not exceeding 15 per cent. of the votes which could be cast at a general meeting of such company) Business including without limitation a listed company; or acquiring the whole or any part of a business which, or the share capital of a company or group of companies whose business or a part of whose business, includes operations the carrying on of which would otherwise amount to a breach of the undertaking contained in clause 9.1 (the "Competitive Operations"), as part of a larger acquisition or series of related acquisitions PROVIDED THAT the relevant member of the Seller's Group shall within the following twelve months use their best endeavours to sell the Competitive Operations as soon as is reasonably practicable following such acquisition (which shall, without limitation) customer lists and names, include inviting the Buyer sales targets and statistics, market share statistics, surveys and reports and pricing information relating to make a competitive bid for the sale of the Competitive Operations) save that the relevant member of the Seller's Group shall not be obliged to sell the Competitive Operations if those Competitive Operations comprise a minor part of the business or business of such company, group of companies or businesses acquired or in which the Seller's Group has acquired an interest. For the purpose of this clause 9.2(b), "minor part" of the business of such company, group of companies or business shall be part of its overall business in which the turnover of the Competitive Operations does not exceed the lower of ten per cent of the gross turnover per annum or L5 million gross turnover per annum of the Company, group of companies or business acquired. The Seller agrees with the Buyer that it will not at any time after Completion, whether by itself or through any other member of the Seller's Group, whether directly or indirectly, in the course of carrying on its business, claim or represent any continuing association with the Buyer sales and purchases in respect of the CTS Business for until such time as the purpose same falls into the public domain otherwise than by reason of obtaining a breach of this undertaking; or retaining attempt or knowingly assist or procure any business or customother person to do any of the foregoing things. The Seller agrees with the Buyer that the restrictions contained in this clause 9 7 are considered reasonable and necessary for the protection of value of the CTS Business (in particular the goodwill of the CTS Business) by the parties hereto and the Seller acknowledges that, in the light of the total price paid under this agreement and the manner of computation thereof, the nature of the business of the Group Business and all other relevant matters, the provisions of this clause 9 7 are considered reasonably necessary for the protection of the interests of the Buyer, and the restrictive covenants do not go beyond what is reasonably necessary to protect the legitimate business interests of the Buyer. In the event that any restriction in this clause 9 7 shall be found to be unenforceable but would be enforceable if some part thereof were deleted or the area of operation or the period of application reduced, such restriction shall apply with such modification as may be necessary to make it legal and enforceable. Without prejudice to the generality of the foregoing, if such invalidity arises by reason of the period of restriction being excessive, such period as shall be held by a court of competent jurisdiction to be reasonable shall be able to be substituted for the period herein in order to make the restriction binding on the relevant parties. Each undertaking contained in this clause 9 7 shall be construed as a separate undertaking and if one or more of the undertakings contained in this clause 9 7 is held to be against the public interest or unlawful or in any way an unreasonable restraint of trade the remaining undertakings shall continue to bind any member of the Seller and its subsidiary undertakingsSeller's Group.
Appears in 1 contract
Samples: Agreement (Galen Holdings PLC)
PROTECTION OF GOODWILL. In consideration of the Buyer entering into the sale and purchase of the Shares, the Seller agrees with the Buyer that it will not, whether on its own account, or by any of its subsidiary undertakings or through any of their respective employees or agents or through any other person, firm or company either directly or indirectly and either solely or jointly with any other person (either on its own account or as the agent of any other person) and in any capacity whatsoever: for a period of three years from the Completion Date, provide services to or be employed or otherwise engaged or interested in any business which is engaged in the provision or supply of Restricted Services (or any of them) in the Restricted Territory which competes with the CTS Business. Both parties agree that the carrying on of the ICTI Business by the Seller or any member of the Seller's Group at any time after Completion shall not be in contravention of this undertaking; for a period of three years from the Completion Date, solicit or canvass away from the Buyer any person, firm or company or other organisation (which was a customer or supplier of any of the Companies in respect of the CTS Business at any time during the twelve month period prior to Completion only for the provision of Restricted Services (or any of them)); for a period of two years from the Completion Date, solicit or entice away or endeavour to solicit or entice away from the Buyer any senior manager, director, project manager or sales staff (excluding support staff) and any key employee who would be treated as a "relevant employee" for the purposes of the Model Code contained in the Listing Rules, employed or retained by any of the Companies in relation to the CTS Business on Completion, whether or not such person would commit any breach of his contract of employment or terms of engagement by reason of his leaving the service of the Buyer PROVIDED THAT this restriction will not apply to any advertisements for recruitment made available generally through any recruitment agency or advertisement available to the public; or use any trade or domain name (including but not limited to the expressions "CTS" or "Technigal") or e-mail address used by the Group at any time during the two months immediately preceding the date of this agreement solely in relation to the CTS Business or any other name intended or likely to be confused with any such trade or domain name or e-mail address; or for a period of three years following the Completion date, use in the course of its business either of the domain names gxxxxxxxxxxxx.xxx or gxxxx-xxxxxxxx.xxx as the universal resource locator of any web site accessible on the internet. Nothing in this clause 9 shall prevent or restrict any member of the Seller's Group from doing the following if they would otherwise be prohibited by this clause 9:- holding, or being interested in, up to but not exceeding 15 per cent. of the issued share or loan capital of any company (or any amount of such issued share or loan capital carrying in aggregate up to but not exceeding 15 per cent. of the votes which could be cast at a general meeting of such company) including without limitation a listed company; or acquiring the whole or any part of a business which, or the share capital of a company or group of companies whose business or a part of whose business, includes operations the carrying on of which would otherwise amount to a breach of the undertaking contained in clause 9.1 (the "Competitive Operations"), as part of a larger acquisition or series of related acquisitions PROVIDED THAT the relevant member of the Seller's Group shall within the following twelve months use their best endeavours to sell the Competitive Operations as soon as is reasonably practicable following such acquisition (which shall, without limitation, include inviting the Buyer to make a competitive bid for the sale of the Competitive Operations) save that the relevant member of the Seller's Group shall not be obliged to sell the Competitive Operations if those Competitive Operations comprise a minor part of the business or business of such company, group of companies or businesses acquired or in which the Seller's Group has acquired an interest. For the purpose of this clause 9.2(b), "minor part" of the business of such company, group of companies or business shall be part of its overall business in which the turnover of the Competitive Operations does not exceed the lower of ten per cent of the gross turnover per annum or L5 million gross turnover per annum of the Company, group of companies or business acquired. The Seller agrees with the Buyer that it will not at any time after Completion, whether by itself or through any other member of the Seller's Group, whether directly or indirectly, in the course of carrying on its business, claim or represent any continuing association with the Buyer in respect of the CTS Business for the purpose of obtaining or retaining any business or custom. The Seller agrees with the Buyer that the restrictions contained in this clause 9 are considered reasonable and necessary for the protection of value of the CTS Business (in particular the goodwill of the CTS Business) by the parties hereto and the Seller acknowledges that, in the light of the total price paid under this agreement and the manner of computation thereof, the nature of the business of the Group and all other relevant matters, the provisions of this clause 9 are considered reasonably necessary for the protection of the interests of the Buyer, and the restrictive covenants do not go beyond what is reasonably necessary to protect the legitimate business interests of the Buyer. In the event that any restriction in this clause 9 shall be found to be unenforceable but would be enforceable if some part thereof were deleted or the area of operation or the period of application reduced, such restriction shall apply with such modification as may be necessary to make it legal and enforceable. Without prejudice to the generality of the foregoing, if such invalidity arises by reason of the period of restriction being excessive, such period as shall be held by a court of competent jurisdiction to be reasonable shall be able to be substituted for the period herein in order to make the restriction binding on the relevant parties. Each undertaking contained in this clause 9 shall be construed as a separate undertaking and if one or more of the undertakings contained in this clause 9 is held to be against the public interest or unlawful or in any way an unreasonable restraint of trade the remaining undertakings shall continue to bind the Seller and its subsidiary undertakings.
Appears in 1 contract
