THE VENDOR.
10.4
NOTHING IN CLAUSE 10.2.1 SHALL PROHIBIT THE VENDOR OR ANY OTHER
MEMBER OF THE VENDOR'S GROUP FROM:
10.4.1
CONTINUING TO BE ENGAGED IN THE PUBLISHING OF CNN TRAVELLER; OR
18
10.4.2
PUBLISHING, MANAGING OR ORGANISING ANY MAGAZINE OR EVENT ACQUIRED
(WHETHER BY WAY OF A SHARE OR ASSET PURCHASE) FROM ANY THIRD PARTY AFTER THE
DATE HEREOF AS PART OF A LARGER ACQUISITION UNLESS SUCH MAGAZINES AND EVENTS SO
ACQUIRED SHALL REPRESENT IN AGGREGATE MORE THAN 30 PER CENT OF THE TURNOVER OF
THE BUSINESS OR BUSINESSES SO ACQUIRED IN WHICH EVENT THE VENDOR SHALL OR SHALL
PROCURE THAT SUCH OTHER MEMBER OF THE VENDOR'S GROUP SHALL WITHIN SIX MONTHS OF
THE COMPLETION OF SUCH ACQUISITION DIVEST ITSELF OF SUCH MAGAZINE OR EVENT
FAILING WHICH IT MUST, UNLESS THE PURCHASER OTHERWISE AGREES, CEASE THE
PUBLICATION, MANAGEMENT OR ORGANISATION THEREOF FOR THE DURATION OF THE RELEVANT
COVENANTS.
10.5
NOTHING IN CLAUSE 10.2.1 SHALL PROHIBIT THE VENDOR OR ANY OTHER
MEMBER OF THE VENDOR'S GROUP FROM HOLDING SHARES OR STOCK QUOTED OR DEALT IN ON
A RECOGNISED INVESTMENT EXCHANGE (AS DEFINED IN THE FSMA) SO LONG AS NOT MORE
THAN FIVE PER CENT OF THE ISSUED SHARES OR STOCK OF ANY CLASS OF ANY ONE COMPANY
IS SO HELD.
10.6
NOTHING IN THIS CLAUSE 10 SHALL PREVENT THE VENDOR OR ANY OTHER
MEMBER OF THE VENDOR'S GROUP FROM:
10.6.1
EMPLOYING ANY PERSON WHOSE EMPLOYMENT WITH THE COMPANIES OR THE
SUBSIDIARIES IS TERMINATED, IN EACH CASE, AFTER COMPLETION; OR
10.6.2
ADVERTISING GENERALLY FOR STAFF OR EMPLOYING ANY PERSON WHO HAS
RESPONDED TO ANY SUCH GENERAL ADVERTISEMENT; OR
10.6.3
APPROACHING, CANVASSING, SOLICITING OR ENGAGING THE SERVICES OF
FREELANCE CONTRIBUTORS UNLESS BY SO ENGAGING THEIR SERVICES SUCH PERSONS ARE
THEREBY PREVENTED FROM CONTINUING TO OFFER THEIR SERVICES TO THOSE OF THE
COMPANIES AND/OR THE SUBSIDIARIES BY WHICH THEY HAVE BEEN SO ENGAGED PRIOR TO
THE DATE HEREOF.
10.7
THE VENDOR AGREES AND ACKNOWLEDGES THAT THE RESTRICTIONS CONTAINED
IN THIS CLAUSE 10 ARE FAIR AND REASONABLE AND NECESSARY TO ASSURE TO THE
PURCHASER THE FULL VALUE AND BENEFIT OF THE SHARES AND TO PROTECT THE GOODWILL
OF THE COMPANIES AND THE SUBSIDIARIES BUT, IN THE EVENT THAT ANY SUCH
RESTRICTION SHALL BE FOUND TO BE VOID OR UNENFORCEABLE BUT WOULD BE VALID AND
EFFECTIVE IF SOME PART OR PARTS THEREOF WERE DELETED, SUCH RESTRICTION SHALL
APPLY WITH SUCH DELETION AS MAY BE NECESSARY TO MAKE IT VALID AND EFFECTIVE.
10.8
IN THE EVENT THAT, AT ANY TIME AFTER THE DATE HEREOF, ONE OR MORE
PERSONS ACTING ALONE OR IN CONCERT SHALL ACQUIRE MORE THAN 50 PER CENT OF THE
ISSUED SHARE CAPITAL OF THE VENDOR OR OTHERWISE GAIN CONTROL OF MORE THAN 50 PER
CENT OF THE VOTING RIGHTS IN THE VENDOR AS A RESULT OF WHICH THE VENDOR CEASES
TO BE THE ULTIMATE HOLDING COMPANY OF THE VENDOR'S GROUP, THEN FOR THE PURPOSES
OF THIS CLAUSE 10 ONLY FROM THE HAPPENING OF SUCH EVENT AND THEREAFTER THE
EXPRESSION "THE VENDOR'S GROUP"