No Transfers to Competitors. Notwithstanding anything to the contrary set forth in this Agreement, and so long as the Emdeon Parties continue to beneficially own at least (i) 50% of the Units beneficially held by the Emdeon Members as of the Original Effective Date or (ii) 5% of the outstanding Units, and the Emdeon Members or their Affiliates continue to operate the Parent Business or the WebMD Business, as applicable, then, other than (a) Transfers made with the consent of a majority of the Emdeon Members or the Purchaser Members, as applicable (depending on the party seeking to make a Transfer) or (b) Transfers 71 pursuant to Section 9.6, no Member may Transfer any Interests (or portions thereof) to any Person (or to any Affiliate thereof) who directly or indirectly competes with the conduct of (A) the EBS Business (B) the Parent Business or (C) the WebMD Business, including any successors of the EBS Business, the Parent Business or the WebMD Business, as applicable, so long as the competitive business as conducted by that successor would have constituted at least 25% of the successor’s revenue on a pro forma basis in the prior fiscal year; provided, however, that notwithstanding the foregoing, any Emdeon Member may Transfer its Interests (or any portion thereof) to any Emdeon Permitted Transferee that competes with the conduct of the Parent Business or the WebMD Business (or to any Affiliate thereof). The Persons who are deemed to directly or indirectly compete under clause (A), (B) or (C) of this Section 9.4 as of the Original Effective Date are listed on Exhibit D hereto. Emdeon shall update Exhibit D from time to time to reflect the then-current list of Persons deemed to directly or indirectly compete under such clauses, and the Purchaser Member Parties may rely on such updated list for purposes of this Agreement.
No Transfers to Competitors. Concurrently with its delivery of the Offer to the Offeree Member, the Offeror Member shall inform the Offeree Member as to whether the Offeror Member has determined the Person or Persons to which it intends to sell or offer to sell its Membership Interest if the Offeree Member declines to purchase, and if so, shall identify such Person or Persons to the Offeror Member with reasonable specificity. Except for a sale of 100% of the Membership Interests of all Members to a Third-Party Purchaser in accordance with Section 11.03(c) or 11.03(d) below, neither party shall have the right to Transfer its Membership Interests to a Competitor of the Offeree Member.
No Transfers to Competitors. So long as AWS Sub owns an Interest, the Members other than AWS Sub may not transfer any or all of their Interests to a competitor of AWS Sub or its Affiliates, or an Affiliate of any such competitor, without AWS Sub's prior consent.
No Transfers to Competitors. Notwithstanding anything herein to the contrary, no Transfer shall be made to a Person determined by the Board to be a competitor of Xxxxxxx or the Company or any of their respective Subsidiaries.
No Transfers to Competitors. Notwithstanding any other provisions of this Agreement, a Shareholder may not transfer all or any portion of an Equity Interest to any Person that is a Competitor. 不得转让给竞争对手。不论本协议其他条款如何规定，股东不得将将全部或部分股权转让给竞争对手。
No Transfers to Competitors. 6 Rights of First Refusal Regarding Transfers to Third Parties.................................... 7
No Transfers to Competitors. Each Purchaser agrees that it shall not, directly or indirectly, sell, assign, transfer or otherwise dispose of any of the Debentures to any Person identified on Schedule 4.13.
No Transfers to Competitors. Each Shareholder agrees not to Transfer any Shares at any time, whether during or after the Restricted Period, to any Competitor.
No Transfers to Competitors. No Member may Transfer, in whole or in part, its Membership Interest, Economic Interest, or any interest therein or Units thereunder, to any other Person engaged, or who reasonably anticipates engaging, directly or indirectly, in whole or in part, in the business, in any state in which the Company, the Manager, or any of their respective Affiliates currently does business in or reasonably anticipates it might do business in in the future (a “Competitor”); provided that a Competitor shall not include a Person that owns, directly or indirectly, up to 4.9% of the aggregate voting securities of any Competitor.
No Transfers to Competitors. No Note shall be sold or otherwise transferred to any entity that could reasonably be deemed to be a competitor of the Company. For this purpose, the Company agrees that no insurance company or financial institution shall be deemed to be a competitor.
