*non-competition – unless otherwise agreed by the third parties in advance in writing, each of the parties, including their affiliates, subsidiary companies, agree that only tempus asia is entitled to carry on the business in the territory. Neither party shall directly or indirectly:
- engage in any business which is comparable with or of the same nature as or is competing with the business; or
- assist others in engaging in any business of the same nature as or competing with the business; or
- induce employees of tempus asia, its affiliates or subsidiaries to terminate their employment with tempus asia or such affiliates or subsidiaries.
*transfer of shares/ right of pre-emption
1) none of the shares in tempus asia or any rights therein shall be transferred, sold or pleded unless:
-such shares or any right therein have been transferred or sold or pledged to a person who has been approved by the board in advance; or
- the transfer or sale of shares or any right therein to a third party is subject to the following conditions:
- the transfer or sale of shares has been offered in writing to the other shareholders in proportion to the number of shares held by each of them;
- if any shareholder declines or does not respond to the offer to purchase the shares within 30 days of receipt of the offer, these shares shall be offered to the other shareholders who had excepted the first offer, for acceptance within 30 days from the date of receipt of the offer; and
- the outstanding offered shares which are not accepted by any existing shareholders after offers are made pursuant to this clause can be transferred or sold to a third party provided that terms and conditions attached to those shares are not less favourable than those offered to the shareholders.
2) the purchase price for the offered shares for sale shall be determined by an independent accountant in accordance with clause 13.
*transfer of shares/ change of control or ownership of a party
- if a party suspends its payments or enters into a voluntary or compulsory composition etc., or if bankruptcy proceedings are initiated or a bankruptcy order is issued against a party etc., or in the event of a compulsory sale of a party’s shares, or should the controlling interest of a party change from the controlling interest at the commencement of this agreement, the other parties are entitled to acquire such party’s shares pro raa to their shareholdings at a price determined in accordance with clause 13.
*transfer of shares/new shareholders’ endorsement of this agreement.
- a transfer of shares may take place only in accordance with this agreement and on the condition that the new shareholder endorses this agreement, accepting in writing to become a party thereto. The party transferring or assigning shares shall make the transfer or assignment conditional thereon.
*no third party – this agreement is intended to be solely for the benefit of the parties and is not intended to confer any benefits upon or create any rights in favour of, any person other than the party hereto.