Sales to Competitors. Each Stockholder and Investor hereby agrees not to directly or indirectly Transfer any shares of Common Stock or other securities of the Company or options in respect to any thereof to any Person whose activities, products or services are competitive with activities, products or services of the Company as reasonably determined by the Board of Directors as of the date of the proposed Transfer (provided that the foregoing shall not restrict (i) public sales registered under the Securities Act or pursuant to Rule 144 thereunder unless the relevant Transferor has knowledge that the buyer or buyers are such competitors or (ii) Transfers of an Investor to an Affiliate of such Investor). The Company may impose stop transfer instructions with its transfer agent in order to enforce the foregoing covenants.
Sales to Competitors. Notwithstanding anything to the contrary -------------------- in this Agreement (other than Section 6.5(a) and 6.5(b)), the Third Party Investors may not, without the prior written consent of Xxxxx and the Company, sell any shares of Common Stock that the Third Party Investors beneficially own to any Person that competes with or is engaged in any lines of business of the Company whether or not so competing or engaged in the same geographic area as the Company.
Sales to Competitors. Except in connection with a Drag Along Transaction, each Member hereby agrees not to directly or indirectly Transfer any Interest to any Person whose activities, products or services are competitive with activities, products or services of the Company, as reasonably determined by the Managing Member, as of the date of the proposed Transfer. The Company may impose stop transfer restrictions itself or with its transfer agent in order to enforce the foregoing covenant.
Sales to Competitors. Each Member hereby agrees not to directly or indirectly Transfer any Units to any Person whose activities, products or services are competitive with activities, products or services of the Company and/or its Subsidiaries, as reasonably determined by the Management Board (including the VHS Manager Designee), as of the date of the proposed Transfer (provided that the foregoing shall not restrict sales pursuant to Article VIII below or public sales registered under the Securities Act or pursuant to Rule 144 thereunder after a Qualified Public Offering). The Company may impose stop transfer restrictions itself or with its transfer agent in order to enforce the foregoing covenant.
Sales to Competitors. Notwithstanding the foregoing and until the Company Right of First Refusal has terminated under Section 8, without the Company’s express written consent, at no time will any Holder transfer by way of sale, gift, pledge, option or otherwise any Shares to any person or entity that is directly or indirectly engaging in the provision or sale of products or services of the type provided or sold by the Company (whether prior to or at the time of such transfer or contemplated at such time by the Company’s written business plan or similar documents) or otherwise engaging in any business activity competitive with the Company’s business. The foregoing prohibition shall apply to transfers to competitors or any officers, directors or employees thereof, or any affiliate (as defined under applicable securities laws) of any such competitor or related officer, director or employee thereof. The Board shall have the sole and exclusive discretion to make determinations under this paragraph as to whether any proposed transferee would be deemed competitive and prohibited under the provisions of this section and the Board’s determination shall be final and binding.
Sales to Competitors. Notwithstanding anything contained in this Agreement to the contrary, each Restricted Stockholder hereby agrees not to Transfer any shares of Common Stock or other securities of the Company or options in respect thereof to any Person whose activities, products or services are directly or indirectly competitive with the activities, products or services of the Company as reasonably determined by the Board of Directors, as of the date of the proposed Transfer.
Sales to Competitors. Except as provided in Section 1(c), the Executive and each Stockholder hereby agrees not to knowingly Transfer (and agrees to use reasonable diligence to avoid the Transfer of) Shares to any Person (other than another stockholder) whose primary business is competitive with that of the Company in geographic areas where the Company or Company Subsidiaries sell or are actively planning to sell its products.
Sales to Competitors. DaimlerChrysler agrees not to Transfer Beneficial Ownership of any DaimlerChrysler Shares to any competitor of MMC without the prior written consent of the Board, and shall cause its Subsidiaries and Affiliates to do the same.
Sales to Competitors. Notwithstanding anything contained in this Agreement to the contrary, each Restricted Unit Holder hereby agrees not to Transfer any Units or other securities of the Company or options in respect thereof to any Person whose activities, products or services are directly or indirectly competitive with the activities, products or services of the Company as reasonably determined by the Board of Directors, as of the date of the proposed Transfer.
Sales to Competitors. While this Agreement is in effect and while the Free Float is less than 25% of the capital stock of the Company, if GPA decides to Transfer, subject to the provision in Clause 7.2 above, in whole or in part, to any Competitor, any of its Bound Shares, Grupo CB shall have the right to exercise its Full Tag-Along Right, pursuant to Clause 7.7 above. If the Free Float exceeds 25% of the capital stock of the Company, the tag-along right shall be proportional or full as provided in Clauses 7.6 and 7.7 above.
7.10.1. For the purposes of this Agreement, “Free Float” means all the shares representing the capital of the Company, less (i) those owned by GPA and/or its Affiliates (meaning, in relation to a Person, (a) the companies that Control, directly or indirectly, such Person, (b) companies Controlled, directly or indirectly, by such Person, or (c) companies that are Controlled, directly or indirectly, by a Person that Controls such Person), by Grupo CB, and those held by the administrators of the Company and (ii) those sold, assigned and/or transferred by GPA other than through a Public Offering. Shares issued by the Company that come to be held by any third party due to share mergers or mergers realized by the Company, if such third party comes to adhere to this Agreement or be a party to any other voting agreement signed with any of the Parties shall not be deemed to be in the Free Float.
7.10.1.1. In addition, the shares issued by the Company that come to be acquired in the future in the secondary market by the Parties after the date of execution of this Agreement [shall] be considered within the “Free Float” for all the purposes of this Agreement, as well as those (i) due to stock dividends on and/or stock splits of these same shares, (ii) due to the exercise of the preemptive right to subscribe new shares or other securities that give the right to subscribe shares or to convert into shares stemming from ownership of such shares, or, further, (iii) that come to substitute such shares as a result of any corporate restructuring.
