Transfer to Competitor Sample Clauses

Transfer to Competitor. Notwithstanding any of the foregoing, if the Licensee receives a bona fide offer from a Competitor to purchase or lease the Hotel or to purchase Licensee or any entity that controls Licensee, or to purchase an interest in either, and Licensee or any person or entity that owns or controls Licensee wishes to accept such offer, Licensee shall give written notice thereof to Licensor, stating the name and full identity of the prospective purchaser or tenant, as the case may be, including the names and addresses of the owners of the capital stock, partnership interests or other proprietary interests of such prospective purchaser or tenant, the price or rental and all terms and conditions of such proposed transaction, together with all other information with respect thereto which is requested by Licensor and reasonably available to Licensee. Within 60 days after receipt by Licensor of such written notice from Licensee, Licensor shall elect by written notice to Licensee one of the following four alternatives:
Sample 1Sample 2Sample 3See All (10)
AutoNDA by SimpleDocs
Transfer to Competitor. No holder shall transfer any Shares to a competitor of Licensee, as determined by the Board of Directors of Licensee in good faith. This provision shall terminate after the closing of the sale of Equity Securities of Licensee registers pursuant to a registration statement filed under the Securities Act. /s/ Initials [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Exhibit D Financial Statements /s/ Initials [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Exhibit E List of Stockholders and Optionholders Current Capitalization Table Shareholders: Cum. Shrs % Xxx Xxxxxxx 450,000 34.6 % Xxxx Xxxxx 468,875 35.8 % Xxx Xxxxxxx 135,875 10.4 % 0.0 % University of Florida 65,000 5.0 % Incentive Stock Plan 185,000 14.2 % TOTALS (Fully diluted) 1,301,750 — /s/ Initials [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Exhibit F Form of Opinion /s/ Initials [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. December 3, 2004 University of Florida Research Foundation, Inc. 219 Xxxxxxx hall XX Xxx 000000 Xxxxxxxxxxx XX 00000-0000 Ladies and Gentlemen: I am the Chief Executive Officer of ViewRay, Inc. This letter is delivered pursuant to Section 2.2.2 of the Equity Agreement in connection with License Agreement to be executed by and between the University of Florida Research Foundation, Inc. and ViewRay, Inc. (the Agreements). Except as otherwise set forth herein, all terms used in this letter shall have the meanings assigned to them in the Agreements. As of the date of this letter:
Sample 1Sample 2Sample 3See All (8)
Transfer to Competitor. [DELETED]
Sample 1Sample 2
Transfer to Competitor. No Holder shall transfer any Registrable Securities to a competitor of the Company, as determined by the Board of Directors of the Company in good faith. This provision shall terminate after the Company conducts a Qualified Public Offering (as defined in Section 3.5 hereof).
Sample 1Sample 2
Transfer to Competitor. No holder shall transfer any Shares to a competitor of Licensee, as determined by the Board of Directors of Licensee in good faith. This provision shall terminate after the closing of the sale of Equity Securities of Licensee registers pursuant to a registration statement filed under the Securities Act. FINANCIAL STATEMENTS
Sample 1
Transfer to Competitor. No holder shall transfer any Shares to a competitor of Licensee, as determined by the Board of Directors of Licensee in good faith. This provision shall terminate after the closing of the sale of Equity Securities of Licensee registers pursuant to a registration statement filed under the Securities Act. Exhibit D - Financial Statements To be provided by Licensee on or before August 31, 2018 Page 42 of 44 Initials _______________ Exhibit E - List of Stockholders and Option Holders To be provided by Licensee on or before July 31, 2018 Exhibit F - Form of Opinion To be provided by Licensee on or before July 31, 2018
Sample 1
Transfer to Competitor. The Investor shall not transfer the Shares purchased under this Agreement to any person who (i) poses a significant competitive threat to a substantial portion of the Company's business or to a significant product of the Company or (ii) is involved in ongoing litigation with the Company (as reflected in the Company's filings under the Securities Exchange Act of 1934, as amended). This limitation on transfer shall not apply to unsolicited sales by the Investor in open market transactions through a broker (provided that the Investor has no knowledge that any such sale is to or for the benefit of a person described above in this Section 7(e)), sales by the Investor pursuant to an underwritten public offering or tender of the Shares by the Investor in the context of a tender offer for shares of Common Stock.
Sample 1
AutoNDA by SimpleDocs

Related to Transfer to Competitor

  • Transfer to Affiliates For the avoidance of doubt, transfer of employment among the Company and any of its Affiliates shall not constitute a termination of employment for purposes of this Award.

  • Covenant Not to Compete or Solicit (a) The Executive recognizes that the services to be performed by him hereunder are special, unique and extraordinary. The parties confirm that it is reasonably necessary for the protection of the Corporation that the Executive agree, and accordingly, the Executive does hereby agree, that he shall not, directly or indirectly, at any time during the “Restricted Period” within the “Restricted Area” (as those terms are defined in Section 10(e) below):

  • Indirect Competition Employee further agrees that, during the Term and the Non-Compete Period, he will not, directly or indirectly, assist or encourage any other person in carrying out, direct or indirectly, any activity that would be prohibited by the above provisions of this Section 6 if such activity were carried out by Employee, either directly or indirectly; and in particular Employee agrees that he will not, directly or indirectly, induce any employee of the Company to carry out, directly or indirectly, any such activity.

  • Covenants Not to Compete or Interfere This Agreement incorporates all the terms of that certain Noncompete Agreement between Employee and the Company, as if fully set forth herein. The parties hereby acknowledge that any severance payments made under Section 5 of this Agreement shall be consideration for Employee’s covenant not to compete with the Company.

  • Consent to Transfer Personal Data By signing this Agreement, the Recipient voluntarily acknowledges and consents to the collection, use, processing and transfer of personal data as described in this paragraph. The Recipient is not obliged to consent to such collection, use, processing and transfer of personal data. However, failure to provide the consent may affect the Recipient’s ability to participate in the Plan. The Company and its subsidiaries hold certain personal information about the Recipient, including name, home address and telephone number, date of birth, social security number or other employee identification number, salary, nationality, job title, any shares of stock or directorships held in the Company, details of all entitlement to shares of stock awarded, canceled, purchased, vested, unvested or outstanding in the Recipient’s favor, for the purpose of managing and administering the Plan (“Data”). The Company and/or its subsidiaries will transfer Data amongst themselves as necessary for the purpose of implementation, administration and management of the Plan, and the Company and/or any of its subsidiaries may each further transfer Data to any third parties assisting the Company in the implementation, administration and management of the Plan. These recipients may be located in the European Economic Area, or elsewhere throughout the world, including the United States. The Recipient authorizes such recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing the Recipient’s participation in the Plan, including any requisite transfer of such Data as may be required for the administration of the Plan and/or the subsequent holding of shares of stock on the Recipient’s behalf to a broker or other third party with whom the Recipient may elect to deposit any shares of stock acquired pursuant to the Plan. The Recipient may, at any time, review Data, require any necessary amendments to it or withdraw the consents herein in writing by contacting the Company; however, withdrawing consent may affect the Recipient’s ability to participate in the Plan.

  • Unpermitted Transfers Any Transfer or attempted Transfer of any Company Securities in violation of this Section 2 shall, to the fullest extent permitted by applicable Law, be null and void ab initio.

  • Transfers to Permitted Transferees Prior to the transfer of Units to a Permitted Transferee (other than a transfer in connection with or subsequent to a Sale of the Company), the Executive shall deliver to Investors a written agreement of the proposed transferee (a) evidencing such Person's undertaking to be bound by the terms of this Agreement and (b) acknowledging that the Units transferred to such Person will continue to be Units for purposes of this Agreement in the hands of such Person. Any transfer or attempted transfer of Units in violation of any provision of this Agreement or the Securityholders Agreement shall be void, and Investors shall not record such transfer on its books or treat any purported transferee of such Units as the owner of such Units for any purpose.

  • Competitive Business “Competitive Business” shall mean an enterprise that is in the business of offering banking products and/or services, which services and/or products are similar or substantially identical to those offered by the Bank during Executive’s employment with the Bank.

  • Competitive Business Activities The term "Competitive Business Activities" as used herein shall be deemed to mean the Business.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!